S-4

    As filed with the Securities and Exchange Commission on October 24, 2001
                                                      Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-4
                             REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                                ---------------
                              CBOT Holdings, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                     6231                   36-4468986
     (State or other           (Primary Standard          (I.R.S. Employer
     jurisdiction of       Industrial Classification   Identification Number)
     incorporation or             Code Number)
      organization)
                           141 West Jackson Boulevard
                            Chicago, Illinois 60604
                                 (312) 435-3500
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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

                                 Carol A. Burke
                  Executive Vice President and General Counsel
                            CBOT Holdings, Inc. and
                  Board of Trade of the City of Chicago, Inc.
                           141 West Jackson Boulevard
                            Chicago, Illinois 60604
                                 (312) 435-3500
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copies to:
                            John H. Stassen, P.C.
                             Joseph P. Gromacki
                              Kirkland & Ellis
                           200 East Randolph Drive
                           Chicago, Illinois 60601
                                (312) 861-2000

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

   Approximate date of commencement of proposed sale to public: As promptly as
practicable after this Registration Statement becomes effective and the
satisfaction or waiver of certain other conditions described herein.
   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                                         Maximum
 Title of each class of                   Maximum       aggregate     Amount of
    securities to be      Amount to be offering price offering price registration
       registered          registered  per share (1)       (1)          fee(2)
---------------------------------------------------------------------------------
                                                         
Common Stock, $0.001 par
 value..................   39,802,650
---------------------------------------------------------------------------------
Total...................                               $588,849,700  $147,212.43
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

(1)  Estimated solely for purposes of calculating the registration fee under
     Rule 457(f)(l). The securities to be registered are to be offered in
     connection with the restructuring transactions, a series of transactions
     in which such securities will be distributed to the members in respect of
     their existing memberships in the Board of Trade of the City of Chicago,
     Inc., a Delaware nonstock, not-for-profit corporation. Such memberships
     have an aggregate market value equal to $588,849,700, determined as
     provided by Rule 457(c) based upon the average of the bid and asked prices
     of each class of membership as of October 19, 2001.
(2) Pursuant to Rule 457(p), the registration fee of $147,212.43 is being
    offset by the filing fee of $140,650.33 previously paid by the Board of
    Trade of the City of Chicago, Inc. (the "CBOT"), the parent of the
    Registrant, in connection with the filing of the CBOT's Registration
    Statement on Form S-4 (No. 333-54370), initially filed on January 26, 2001
    and subsequently withdrawn on Form RW on October 24, 2001.

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

  The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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


++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this document may change. We may not complete    +
+the transactions described in this document, and issue the securities         +
+described in this document, until the registration statement is filed with    +
+the Securities and Exchange Commission and is declared effective. This        +
+document is not an offer to sell these securities and it is not soliciting an +
+offer to buy these securities in any state where the offer or sale is not     +
+permitted.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
   PROXY STATEMENT AND PROSPECTUS (SUBJECT TO CHANGE) DATED OCTOBER 24, 2001

[Logo of Chicago Board of Trade]

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                           141 WEST JACKSON BOULEVARD
                            CHICAGO, ILLINOIS 60604
                                            , 2001
Dear Voting Member:

  It is my privilege to present to you this proxy statement and prospectus in
connection with a historic membership vote on a proposed restructuring of the
Chicago Board of Trade, which is intended to enhance its competitiveness within
the futures industry. You are being asked to vote on the restructuring
transactions described in this document. The restructuring transactions are
designed to:

  . demutualize our organization by creating a stock, for-profit holding
    company and distributing shares of common stock of the holding company to
    our members, while maintaining the CBOT as a nonstock subsidiary of the
    holding company;

  . modernize our corporate governance structure; and

  . reorganize and consolidate our electronic trading business.

  Pursuant to the restructuring transactions, we will create a new stock, for-
profit holding company and reorganize the CBOT, which is currently a nonstock,
not-for-profit corporation, into a for-profit, nonstock corporation that will
be a subsidiary of the holding company. Each member will receive shares of
common stock in the holding company in accordance with an allocation
methodology described in this document and one of the five series of Class B
membership in the CBOT subsidiary in respect of each membership held by such
member. The shares of common stock in the holding company will represent an
equity interest in the holding company. Each series of Class B membership will,
subject to satisfaction of applicable membership and eligibility requirements,
entitle the holder to trading rights and privileges that correspond to the
trading rights and privileges currently associated with that holder's class of
membership in the CBOT. In addition, each Full Member will receive a Class C
membership in the CBOT subsidiary, which will, subject to satisfaction of
certain requirements, entitle the holder to become a member of the Chicago
Board Options Exchange without having to purchase a membership on such
exchange. Following the completion of the restructuring transactions, the Class
C membership will evidence the Chicago Board Options Exchange "exercise right"
currently held by each Full Member.

  In connection with the restructuring transactions, we will substantially
eliminate the membership petition process and adopt a more modern mechanism for
initiating and voting on stockholder proposals. We will also modernize other
aspects of our corporate governance structure in order to improve our corporate
decision-making process.

  In addition, our electronic trading business will be reorganized and
consolidated into our wholly owned subsidiary, Electronic Chicago Board of
Trade, Inc. As a result, members who are limited partners of Ceres Trading
Limited Partnership will receive a cash payment in exchange for their limited
partnership interests and Ceres will be liquidated.

  Our Full Members and Associate Members will be entitled to vote on the
restructuring transactions. Full Members will be entitled to one vote for each
Full Membership owned and Associate Members will be entitled to one-sixth of
one vote for each Associate Membership owned. No other class of membership will
be entitled to vote on the restructuring transactions.

  Please review carefully the attached document, which provides important
information regarding the restructuring transactions. In particular, you should
carefully consider the matters discussed under "Risk Factors" beginning on page
18.

  Our board of directors has approved the restructuring transactions and
recommends that you vote "FOR" each of the three propositions relating to the
restructuring transactions. We believe that the restructuring transactions will
better position us to compete in the rapidly changing and consolidating futures
industry and will give our organization greater structural flexibility and
easier access to equity capital, if needed, to grow and continue to offer
quality products and services.
                          Sincerely,

                          /s/ Nickolas J. Neubauer
                          Nickolas J. Neubauer
                          Chairman of the Board

  Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved these securities, or determined if this
proxy statement and prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

  This document is dated             , 2001 and was first mailed, with the form
of proxy, to members on or about             , 2001.


                       [Logo of Chicago Board of Trade}

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                           141 WEST JACKSON BOULEVARD
                            CHICAGO, ILLINOIS 60604

                           NOTICE OF SPECIAL MEETING

To Our Voting Members:

   The board of directors of the Board of Trade of the City of Chicago, Inc.
has called a special meeting of the membership, to be held at 2:30 p.m.,
Central time, on            , 2001 in the Visitor Center Theater, Fifth Floor,
at our offices at 141 West Jackson Boulevard, Chicago, Illinois 60604. The
purpose of the meeting is to vote on three propositions relating to the
restructuring transactions described in this document: (1) the approval and
adoption of the agreement and plan of merger relating to the merger of the CBOT
with a newly formed, nonstock, for-profit corporation, which will facilitate
the demutualization of the CBOT; (2) ratification of the August 7, 2001
agreement relating to the exercise right entered into by the CBOT and the
Chicago Board Options Exchange; and (3) the approval of all other matters
relating to the restructuring transactions, including a new certificate of
incorporation and bylaws for the holding company and the CBOT subsidiary, and
certain changes to the rules and regulations, which, collectively, are designed
to modernize certain aspects of our corporate governance structure, and the
reorganization of our electronic trading business. Unless all three of these
propositions are approved, the restructuring transactions will not have been
approved by the members and, accordingly, will not be completed.

   Holders of Full Memberships and Associate Memberships will be entitled to
vote on these matters at the special meeting of the membership. Full Members
will be entitled to one vote for each Full Membership owned and Associate
Members will be entitled to one-sixth of one vote for each Associate Membership
owned. No other class of membership will be entitled to vote on the
restructuring transactions.

   We have enclosed a proxy ballot for your use in voting on the propositions
described above and in this document. The special meeting of the membership and
related proxy ballot solicitation will be conducted in accordance with our
certificate of incorporation, bylaws and rules and regulations and applicable
law. In particular, the propositions described in this document are being
submitted to a vote of the membership pursuant to Sections 5 and 7 of Exhibit A
to our certificate of incorporation.

   In connection with the proxy ballot solicitation, please note the following
instructions:

  . Please mark the enclosed proxy ballot with respect to each proposition
    and provide your signature, printed name and date where indicated, and
    enclose and seal the completed proxy ballot in the gold envelope
    addressed to the Secretary of the CBOT. Each proxy ballot must be signed
    in order to be effective.

  . Print your name in the upper left-hand corner of the gold envelope and
    deliver or mail it to the Secretary's Office. Alternatively, you may
    submit your completed proxy ballot to the Secretary's Office by
    depositing the proxy ballot in the ballot box located in the fourth floor
    lobby of our offices between the hours of 8:00 a.m. and 2:15 p.m.,
    Central time, on          , 2001.

   In the absence of specific direction, proxies will be voted "FOR" approval
of the propositions. Proxies that are marked both "FOR" and "AGAINST" a given
proposition will not count and will not be treated as votes cast with respect
to such proposition. Proxy ballots must be received at the Board of Trade of
the City of Chicago, Inc., Office of the Secretary, 141 West Jackson Boulevard,
Chicago, Illinois 60604 prior to 2:15 p.m., Central time, on           , 2001
in order to be counted.

   Returning your completed proxy ballot will not prevent you from voting in
person at the special meeting of the membership if you are present and wish to
vote. Please note, however, that if you vote by proxy ballot you will not need
to attend the special meeting of the membership, or take any further action in
connection with the special meeting, because you already will have directed the
proxy how you wish to vote with respect to the propositions. You may revoke
your proxy ballot any time before the special meeting of the membership by
providing written notice to the Secretary or by submission of a later-dated
proxy ballot.

   Your board of directors has carefully considered and approved these matters
and recommends that you vote "FOR" approval of each of the three propositions
relating to the restructuring transactions being submitted for your approval.

                                          By Order of the Board of Directors,

                                          /s/ Paul J. Draths
                                          Paul J. Draths
                                          Vice President and Secretary
         , 2001


                               TABLE OF CONTENTS


                                                                            Page
                                                                            ----
                                                                         
Summary...................................................................    1
Risk Factors..............................................................   18
The Restructuring Transactions............................................   34
Capitalization............................................................   73
Selected Consolidated Financial Data......................................   74
Management's Discussion and Analysis of Financial Condition and Results of
 Operations...............................................................   76
Our Business .............................................................   87
Management and Executive Compensation.....................................  111
Description of Capital Stock..............................................  124
Comparison of the Rights of Members of the CBOT Prior to and After
 Completion of the Restructuring Transactions ............................  130
Shares Eligible for Future Sale...........................................  140
Material U.S. Federal Income Tax Consequences of the Restructuring
 Transactions ............................................................  141
Special Meeting and Proxy Information.....................................  143
Legal Matters.............................................................  145
Experts...................................................................  145
Where You Can Find More Information.......................................  145
Appendix A
  Board of Trade of the City of Chicago, Inc. and Subsidiaries Financial
  Statements..............................................................  A-1
Appendix B
  Pro Forma Financial Information of Board of Trade of the City of
  Chicago, Inc. and Subsidiaries..........................................  B-1
Appendix C
  Agreement and Plan of Merger............................................  C-1



                                                                          Page
                                                                          -----
                                                                       
Appendix D
  Appendix D-1: William Blair Fairness Opinion........................... D-1-1
  Appendix D-2: Arthur Andersen Fairness Opinion......................... D-2-1
  Appendix D-3: Preliminary Ceres Valuation Analysis..................... D-3-1
Appendix E
  Appendix E-1: Settlement Agreement between the CBOT and Chicago Board
  Options Exchange ...................................................... E-1-1
  Appendix E-2: Letter Agreement between the CBOT, CBOT Holdings and
  Chicago Board Options
  Exchange .............................................................. E-2-1
Appendix F
  Amended and Restated Certificate
  of Incorporation of CBOT
  Holdings, Inc. ........................................................   F-1
Appendix G
  Amended and Restated Bylaws of CBOT Holdings, Inc......................   G-1
Appendix H
  Amended and Restated Certificate of Incorporation of the Board of Trade
  of the City of Chicago, Inc............................................   H-1
Appendix I
  Amended and Restated Bylaws of
  the Board of Trade of the City of
  Chicago, Inc...........................................................   I-1
Appendix J
  Status of Certain Current CBOT Rules and Regulations as a Result of the
  Restructuring Transactions.............................................   J-1

   References to "we," "us" or "our" refer to either the CBOT, in its current
form as a nonstock, not-for-profit corporation, or CBOT Holdings, the stock,
for-profit holding company that will result from completion of the
restructuring transactions described in this document, as the context requires,
together with its consolidated subsidiaries.

   Project A(R) is a registered trademark of Ceres. Certain other trademarks
used herein are the property of their respective owners.

   CBOT Holdings is currently a wholly owned subsidiary of the CBOT. On January
26, 2001, the CBOT filed with the Securities and Exchange Commission a
Registration Statement on Form S-4 (Registration No. 353-54370), including a
proxy statement and prospectus, relating to the restructuring transactions
described in this document, which was subsequently amended on March 6, 2001,
March 26, 2001, April 6, 2001 and May 2, 2001. In addition, the CBOT and its
predecessor, have filed various communications relating to the restructuring
transactions described in this document with the Securities and Exchange
Commission pursuant to Rule 425 under the Securities Act of 1933, as amended.
As a result of certain refinements to the restructuring transactions described
in this document the CBOT has withdrawn its Registration Statement on Form S-4
as of October 24, 2001 and caused CBOT Holdings to file a Registration
Statement on Form S-4, of which this document forms a part, relating to the
restructuring transactions, as refined and described in this document. All
communications relating to the restructuring transactions described in this
document and previously filed with the Securities and Exchange Commission by
the CBOT and its predecessor pursuant to Rule 425 under the Securities Act of
1933, as amended, shall be deemed to refer to the restructuring transactions
described in this document.

   You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may be used only where it is legal
to issue these securities. The information contained in this document is
accurate only as of the date of this document, regardless of the date of
delivery of this document or of the sale of any securities.

                                       i


                                    SUMMARY

   This summary highlights information contained elsewhere in this document. It
does not contain all of the information which you should consider before voting
on the restructuring transactions and may not contain all of the information
that is important to your individual situation. Consequently, you should read
this entire document very carefully before voting on the restructuring
transactions.

Overview of the Restructuring Transactions

   As a result of rapidly evolving changes in the futures industry, principally
the increasing importance of electronic trading, we have determined that it is
necessary to restructure our organization in order to enhance its
competitiveness. Over the last several years, with the assistance of various
outside advisors, we have conducted an ongoing and extensive evaluation process
with respect to our need to restructure. As a result of this process, we have
developed, and are proposing for your approval, a series of transactions
designed to restructure the CBOT.

   These transactions, which we sometimes refer to in this document as the
"restructuring transactions," are designed to:

  . demutualize our organization by creating a stock, for-profit holding
    company, which we sometimes refer to in this document as "CBOT Holdings,"
    and distributing shares of common stock of CBOT Holdings to our members,
    while maintaining the CBOT as a nonstock subsidiary of CBOT Holdings;

  . modernize our corporate governance structure by substantially eliminating
    the membership petition process, adopting a more modern mechanism for
    initiating and voting on stockholder proposals and making other changes
    to improve our corporate decision-making process; and

  . reorganize and consolidate our electronic trading business, part of which
    is currently operated by Ceres Trading Limited Partnership, or "Ceres,"
    into Electronic Chicago Board of Trade, Inc., or "eCBOT," our wholly
    owned corporate subsidiary formed for that purpose.

We believe that the completion of the restructuring transactions will enable us
to enhance our competitiveness within the futures industry, including our
competitiveness within both the open outcry and electronic trading markets.

   We currently anticipate that we will complete the restructuring transactions
as soon as reasonably practicable following membership approval, subject to
receiving a favorable ruling from the Internal Revenue Service and/or opinion
of counsel, and any required regulatory approvals from the Commodity Futures
Trading Commission. However, our obligation to complete the restructuring
transactions is subject to satisfaction of a number of conditions, including,
among other things, a condition that our board of directors shall not have
determined that the restructuring transactions are no longer in the best
interests of the CBOT and its members or that the restructuring transactions
are not fair to each class of CBOT membership. For more information about the
IRS ruling and opinion of counsel, CFTC approvals and other conditions to our
obligation to complete the restructuring transactions, see "The Restructuring
Transactions--Regulatory Matters" and "--Conditions to Completing the
Restructuring Transactions."

Our Business

   Founded in 1848, we are one of the world's leading exchanges for the trading
of futures and options on futures contracts, with total volume traded in the
first half of 2001 of about 127 million contracts, which represented about 9%
of the total volume of global listed futures, options on futures and equity
index contracts traded. From our origins in the nineteenth century as a market
for trading grains, we have evolved into a major financial center in the
twenty-first century, offering a diverse range of products based on interest
rates, debt instruments, agricultural commodities, equity indices and other
underlying instruments.

                                       1



   We operate markets for the trading of commodity and financial futures
contracts, as well as options on futures contracts. Our products trade on
traditional open outcry auction markets on our trading floors in Chicago where
members trade among themselves for their own accounts and for the accounts of
their customers. We also make our products available for trading on the a/c/e
electronic trading system operated by our joint venture with the Eurex Group,
which includes Deutsche Borse AG, the Swiss Stock Exchange and Eurex Zurich AG.
The a/c/e system uses a modified form of the technology used at Eurex, the
largest derivatives exchange in the world.

   We also engage in market surveillance and financial supervision activities
designed to ensure market integrity and provide financial safeguards for users
of our markets. Further, we market and distribute real-time and historical
market data generated from trading activity in our markets to users of our
products and related cash and derivative markets.

   Our principal executive offices are located at 141 West Jackson Boulevard,
Chicago, Illinois 60604, and our telephone number is (312) 435-3500. For more
information about our business, see "Our Business."

Common Stock

   In connection with the restructuring transactions, each member of the CBOT,
including each Full Member, Associate Member, GIM, IDEM and COM, as well as
each member holding a one-half Associate Membership, will receive an
appropriate number of shares of common stock of CBOT Holdings. The number of
shares of common stock to be received by each member will be based upon the
allocation methodology developed and recommended by our board's Independent
Allocation Committee and approved by our board of directors. For purposes of
the restructuring transactions, including the allocation of common stock of
CBOT Holdings, each member holding a one-half Associate Membership will be
treated as a GIM.

   The common stock of CBOT Holdings will generally have traditional features
of common stock, including dividend, voting and liquidation rights. In
particular, the common stock of CBOT Holdings will provide the holder with the
right to receive dividends as determined by the board of directors and the
right to share in the proceeds of liquidation, in each case ratably on the
basis of the number of shares held and subject to the rights of any preferred
stock that could be issued in the future. In addition, holders of common stock
of CBOT Holdings will have the right to vote on all matters upon which
stockholders of CBOT Holdings will be entitled to vote generally, including,
among other things, the election of directors to the board of directors of CBOT
Holdings.

   For more information about the common stock of CBOT Holdings, see
"Description of Capital Stock."

The Restructuring Transactions

   The restructuring transactions consist of a series of transactions designed
to demutualize our organization by creating a stock, for-profit holding
company, CBOT Holdings, and distributing shares of common stock of CBOT
Holdings to our members, while maintaining the CBOT as a nonstock subsidiary of
CBOT Holdings, modernize our corporate governance structure and consolidate our
electronic trading business into our wholly owned subsidiary, eCBOT. Let us
tell you more about the restructuring transactions:

 Demutualization

   The demutualization of the CBOT will be accomplished, in part, by merging
the CBOT with a newly formed nonstock, for-profit subsidiary, which will result
in the CBOT being the surviving entity. We sometimes refer to this merger as
the "reorganization merger." Upon completion of the reorganization merger, the
CBOT will become a nonstock, for-profit corporation and a subsidiary of CBOT
Holdings. For more information on the reorganization merger, including a chart
depicting the organization structure following the completion of the
reorganization merger, see "The Restructuring Transactions--Description of the
Restructuring Transactions."

                                       2



   In connection with the completion of the reorganization merger, members will
receive a dividend of shares of common stock of CBOT Holdings, payable upon
effectiveness of the reorganization merger in accordance with an allocation
methodology described in this document, as set forth in the table below.

                    Shares of Common Stock of CBOT Holdings
                       to Be Received Per CBOT Membership



                                            Shares of
                         Membership        Common Stock
                         ----------        ------------
                                        
                         Full                 25,000
                         Associate             5,000
                         GIM                   2,500
                         IDEM                    300
                         COM                     350


   Immediately after the completion of the restructuring transactions, our
members will be the only common stockholders of CBOT Holdings.

   In addition, upon completion of the reorganization merger, the CBOT
subsidiary will create three new classes of membership: Class A memberships,
Class B memberships and Class C memberships. CBOT Holdings will hold the sole
Class A membership in the CBOT subsidiary, which will entitle CBOT Holdings to
the exclusive right to vote on most matters requiring a vote of the members of
the CBOT subsidiary, as well as the exclusive right to receive all
distributions, dividends and proceeds upon liquidation from the CBOT
subsidiary. The Class B memberships will consist of five separate series:
Series B-1, Series B-2, Series B-3, Series B-4 and Series B-5, with each series
having associated with it trading rights and privileges that correspond to one
of the current five classes of CBOT membership. As set forth in the table
below, members of the CBOT will receive one of the five series of Class B
memberships in the CBOT subsidiary in respect of each membership held by such
member. In addition, each Full Member will also receive a Class C membership in
the CBOT subsidiary, which will, subject to satisfaction of certain
requirements, entitle the holder to become a member of the Chicago Board
Options Exchange without having to purchase a membership on such exchange.
Following completion of the restructuring transactions, the Class C membership
of the CBOT subsidiary will represent the right to become members of the
Chicago Board Options Exchange without having to purchase a membership on such
exchange. This right is set forth in the certificate of incorporation of the
Chicago Board Options Exchange and is currently held by each Full Member of the
CBOT. We sometimes refer to this right in this document as the "exercise
right."

                       Memberships in the CBOT Subsidiary
                       to be Received Per CBOT Membership



                                                                   Number of
                                Number and Series of            CBOT Subsidiary
      Class of CBOT               CBOT Subsidiary                   Class C
       Membership               Class B Memberships               Memberships
      -------------             --------------------            ---------------
                                                          
      Full                          1 Series B-1                   1 Class C
      Associate                     1 Series B-2                      --
      GIM                           1 Series B-3                      --
      IDEM                          1 Series B-4                      --
      COM                           1 Series B-5                      --


   You are being asked to adopt and approve, among other things, the agreement
and plan of merger pursuant to which the reorganization merger will occur. We
have included as Appendix C to this document the form of the agreement and plan
of merger. We urge you to review carefully the agreement and plan of merger
before voting on the restructuring transactions.

                                       3


   For more information about our demutualization, including the allocation of
shares of common stock of CBOT Holdings among members, see "The Restructuring
Transactions--Description of the Restructuring Transactions--Demutualization,"
"--Independent Allocation Committee of the Board" and "--Opinion of the
Financial Advisor to the Independent Allocation Committee of the Board."

 Modernizing Our Corporate Governance Structure

   In connection with the restructuring transactions, we will modernize certain
aspects of our corporate governance structure. These changes will occur as a
result of the creation of a holding company structure and certain changes to be
made to the certificate of incorporation, bylaws and rules and regulations of
the CBOT in connection with the reorganization merger.

   CBOT Holdings will have a corporate governance structure more customary for
a for-profit stock corporation. The holders of the common stock of CBOT
Holdings will have the right to vote on all matters upon which the stockholders
of CBOT Holdings will be entitled to vote generally, including, among other
things, the election of directors to the board of directors of CBOT Holdings.
However, the holders of the common stock of CBOT Holdings will not be entitled
to initiate proposals to amend the certificate of incorporation of CBOT
Holdings or, as described below, the certificate of incorporation, bylaws and
rules and regulations of the CBOT subsidiary. Although stockholders of CBOT
Holdings will be able to initiate proposals to amend the bylaws of CBOT
Holdings, such proposals may only be brought to a vote at an annual meeting
after satisfying certain advance notice requirements and will require the
approval of two-thirds of the voting power of the stockholders of CBOT Holdings
entitled to vote generally in the election of directors.

   The CBOT subsidiary will have a somewhat unique corporate governance
structure, which is designed generally to vest control with CBOT Holdings, but
provide the holders of Series B-1 and Series B-2, Class B memberships with
special voting rights with respect to the trading rights and privileges
associated with Class B memberships. In particular, CBOT Holdings, as the
holder of the sole Class A membership in the CBOT subsidiary, will have the
exclusive right to vote on most matters requiring a vote of the members of the
CBOT subsidiary including, among other things, the election of directors to the
board of directors of the CBOT subsidiary. The holders of Class B and Class C
memberships will not have voting rights with respect to matters requiring a
vote of the members of the CBOT subsidiary, except that holders of Series B-1
and Series B-2, Class B memberships will have limited voting rights to approve
changes that would adversely affect certain core rights relating to the trading
rights and privileges of Class B memberships.

   Specifically, the holders of Series B-1 and Series B-2, Class B memberships
in the CBOT subsidiary will have the right to vote on any amendment to the
certificate of incorporation, bylaws or rules and regulations of the CBOT
subsidiary that would adversely affect the following core rights:

  . the allocation of products that a holder of a specific series of Class B
    membership is permitted to trade on the exchange facilities of the CBOT
    subsidiary, e.g., the elimination of any product from a holder's trading
    rights and privileges;

  . the requirement that Class B members of the CBOT subsidiary will be
    charged transaction fees for trades of the CBOT subsidiary's products for
    their accounts that are lower than the transaction fees charged to any
    participant who is not a Class B member for the same products;

  . the authorized number of memberships of any class or series of
    memberships in the CBOT subsidiary;

  . the membership and eligibility requirements to become a Class B member of
    the CBOT subsidiary or to exercise the associated trading rights or
    privileges; and

  . the commitment to maintain current open outcry markets so long as each
    such market is deemed liquid unless the discontinuance of any such market
    is approved by the holders of the Series B-1 and Series B-2, Class B
    memberships in the CBOT subsidiary.

Holders of Series B-1, Class B memberships in the CBOT subsidiary will have one
vote per membership and holders of Series B-2, Class B memberships in the CBOT
subsidiary will have one-sixth of one vote per

                                       4


membership in any vote with respect to a proposed amendment to the certificate
of incorporation, bylaws or rules and regulations of the CBOT subsidiary that
would adversely affect any of the above-described core rights. The holders of
Series B-3, Series B-4 and Series B-5, Class B memberships and Class C
memberships in the CBOT subsidiary will not have the right to vote on such
matters.

   The certificate of incorporation and bylaws of CBOT Holdings and the CBOT
subsidiary will limit the ability of stockholders and members, respectively, to
participate in the day-to-day management and operations of CBOT Holdings and
the CBOT subsidiary. For example, the boards of directors of CBOT Holdings and
the CBOT subsidiary will generally have the authority to adopt, repeal and
amend the bylaws of CBOT Holdings and the CBOT subsidiary, respectively,
without approval by the holders of its common stock or members, as the case may
be. In addition, the so-called "petition process" of the members of the CBOT,
which includes, among other things, the ability of voting members to petition
the board of directors to call special meetings of members and the requirement
that members approve all changes to the certificate of incorporation and
bylaws, will be substantially eliminated.

   On October 16, 2001, our board of directors approved and adopted amendments
to our certificate of incorporation and bylaws, which, if approved by our
members, would authorize our board of directors to delay the next annual
election, which is currently scheduled for December 2001, until no later than
March 31, 2002, reduce the size of our board of directors from 18 members to
nine members at the first annual election following timely approval of the
restructuring transactions by our members, clarify our board of directors'
discretion as to the timing of its regular meetings and make certain other
conforming changes. A special meeting of the members for the purpose of voting
on such amendments has been scheduled for October 31, 2001. If our members
approve such amendments and separately approve the restructuring transactions
in a timely manner, our board of directors will be reduced in size from 18
directors to nine directors in connection with the next annual election, which
will be held as soon as reasonably practicable following membership approval of
the restructuring transactions, but in no event later than March 31, 2002. At
such annual election, our members will elect eight new directors to serve on
the nine-member board of directors with the then current chairman of the board
continuing to serve in such capacity as the ninth member of such board. Upon
completion of the restructuring transactions, the new directors elected to
serve on the nine-member board of directors will continue to serve on the
boards of directors of both CBOT Holdings and the CBOT subsidiary until the
next annual meeting of each such corporation.

   If the amendments to our certificate of incorporation and bylaws are not
approved by our members or the membership vote on the restructuring
transactions does not occur in a timely manner, and, as a result, the size of
our board of directors is not reduced from 18 directors to nine directors prior
to the completion of the restructuring transactions, the certificate of
incorporation and bylaws of CBOT Holdings will provide that the then current
18-member board of directors will continue as the boards of directors of CBOT
Holdings and the CBOT subsidiary immediately following completion of the
restructuring transactions. The size of the board of directors of CBOT Holdings
will thereafter be reduced to nine directors in connection with a special
meeting of stockholders, to be held as soon as reasonably practicable following
completion of the restructuring transactions. At such special meeting, the
stockholders will elect eight new directors to serve on the nine-member board
of directors with the then current chairman of the board continuing to serve in
such capacity as the ninth member of such board. In connection with the
election of directors to the new nine-member board of directors of CBOT
Holdings, it is anticipated that CBOT Holdings, as the sole Class A member of
the CBOT subsidiary, will elect each of the newly-elected directors serving on
the nine-member board of directors of CBOT Holdings as directors of the CBOT
subsidiary. Each director of CBOT Holdings and the CBOT subsidiary will be
elected to serve as a director until the next annual meeting of each such
corporation and will not be subject to term limits.

   In order to ensure that the board of directors of CBOT Holdings is generally
identical in size and composition to the board of directors of the CBOT
subsidiary, it will be a qualification for service as a director

                                       5


of the CBOT subsidiary that such director also serve on the board of directors
of CBOT Holdings. The nine-member boards of directors of CBOT Holdings and the
CBOT subsidiary will each consist of the chairman of the board, five directors
who are Class B members of the CBOT subsidiary, two directors who are
"independent" within the meaning of the certificate of incorporation and bylaws
of CBOT Holdings and one director who is "at-large," or generally not subject
to qualifications. We currently expect that the president and chief executive
officer of CBOT Holdings will be nominated for election as the at-large
director.

   We will also make certain changes to the rules and regulations of the CBOT.
After completion of the restructuring transactions, the rules and regulations
will be part of the bylaws of the CBOT subsidiary and, accordingly, the
authority to adopt, repeal and amend the rules and regulations will be vested
solely and exclusively in the board of directors of the CBOT subsidiary and the
holder of the Class A membership, except for amendments which would adversely
affect the core rights of the Series B-1 and Series B-2, Class B members, as
described above, which will also require the approval of the holders of Series
B-1 and Series B-2, Class B memberships. As a result, the holders of common
stock of CBOT Holdings and the holders of memberships in the CBOT subsidiary
will not generally have the authority to adopt, repeal or amend the rules and
regulations.

   The substantial elimination of the petition process and the elimination of
the requirement of membership approval to adopt, repeal or amend the bylaws and
rules are designed to modernize our corporate governance structure in order to
improve the efficiency of our decision-making process. Since these changes will
materially affect your rights and obligations, we urge you to give careful
consideration to these aspects of the restructuring transactions before voting
on the restructuring transactions.

   For more information about these changes to our corporate governance
structure, see "The Restructuring Transactions--Description of the
Restructuring Transactions--Modernization of Our Corporate Governance
Structure."

 Reorganizing Our Electronic Trading Business

   In connection with the restructuring transactions, our electronic trading
business will be reorganized and consolidated into our wholly owned eCBOT
subsidiary, so that following the restructuring transactions, eCBOT will
conduct the electronic trading business of the CBOT. This will be accomplished
pursuant to certain transactions described below involving Ceres, which
currently operates part of the electronic trading business of the CBOT.

   As part of the reorganization of our electronic trading business, a newly-
formed corporate subsidiary of the CBOT subsidiary will merge with and into
Ceres, with Ceres as the surviving entity. As a result of this merger, which we
sometimes refer to in this document as the "Ceres merger," eCBOT will remain
the general partner of Ceres and the CBOT subsidiary will become a limited
partner of Ceres. Following the Ceres merger, Ceres will liquidate and its
assets will be distributed to the CBOT subsidiary and eCBOT. The CBOT
subsidiary will then transfer to eCBOT assets relating to the electronic
trading business received in such distribution. As a result, eCBOT will own and
operate the electronic trading business of the CBOT subsidiary.

   Pursuant to the Ceres merger, the limited partners of Ceres, other than
eCBOT, will receive a cash payment in exchange for their limited partnership
interests. The cash payment that will be distributed in exchange for each
limited partnership interest will be determined by our board and the board of
directors of eCBOT, the general partner of Ceres, after considering each
limited partnership interest's allocable portion of the value of Ceres as
presented in the final valuation report of Arthur Andersen LLP regarding the
value of Ceres and the partnership interests in Ceres, to be delivered as of a
date reasonably proximate to the date of the completion of the Ceres merger.

  As described further below, we engaged Arthur Andersen to determine the fair
market value of Ceres and the limited partnership interests and evaluate the
fairness, from a financial point of view, to Ceres and each

                                       6


class of limited partners of the consideration to be issued in the Ceres merger
to each class of the Ceres limited partners.

   In October 2001, Arthur Andersen prepared a preliminary valuation analysis
that concluded the fair market value of Ceres as of June 30, 2001 was
$25,400,000. For purposes of illustration, the chart below indicates the amount
of the cash payment that would have been distributed for each Class A limited
partnership interest in Ceres if the distribution had been made on the basis of
Arthur Andersen's valuation analysis of Ceres as of June 30, 2001. The actual
amount of the cash payment that will be distributed to each limited partner of
Ceres will not be determined until shortly before the completion of the Ceres
merger.

          Illustrative Example of the Amount of the Cash Payment To Be
            Received Per Ceres Class A Limited Partnership Interest
                              As of June 30, 2001



                          Limited
                        Partnership              Cash
                         Interest              Payment
                        -----------           ----------
                                           
                        Class A-1             $11,449.35
                        Class A-2               1,908.26
                        Class A-3                 954.07
                        Class A-4                  57.25


   Class B limited partnership interests in Ceres, which are currently held
only by our clearing members, are valued, in part, based upon the CBOT trading
volume of the member holding such limited partnership interest. As a result,
the value of each Class B limited partnership interest and the amount of the
cash payment to be distributed in exchange for that limited partnership
interest varies by holder. Based upon the June 30, 2001 valuation of Ceres, a
total of $5,080,000 would be distributed to the 60 holders of Class B limited
partnership interests in Ceres.

   You should understand that the actual amount of the cash payment to be
distributed to each Ceres limited partner will be determined by our board of
directors and the board of directors of eCBOT after considering the value of
each limited partnership interest as presented in Arthur Andersen's final
valuation report to be delivered to us as of a date reasonably proximate to the
date of the completion of the Ceres merger and is not capable of determination
at this time. Accordingly, the description above is for illustrative purposes
only.

   For more information about the reorganization of our electronic trading
business, including the Ceres merger, the valuation of Ceres and the
distribution of cash payments to the Ceres limited partners, see "The
Restructuring Transactions--Description of the Restructuring Transactions--
Reorganization of Our Electronic Trading Business," "--Opinion of Arthur
Andersen to the Board of Directors Regarding the Fairness of the Ceres Merger"
and "--Ceres Valuation Analysis of Arthur Andersen."

Fairness Opinions

   Our board of directors has received two fairness opinions from our financial
advisors in connection with the restructuring transactions--one opinion
relating to the allocation of shares of common stock of CBOT Holdings among the
members in connection with the demutualization and another opinion relating to
the amount of the cash payments to be distributed among the Ceres limited
partners as merger consideration pursuant to the Ceres merger in connection
with the reorganization of our electronic trading business.

   Neither of these two fairness opinions addresses the value of the CBOT or
the memberships before or after completion of the restructuring transactions,
or the fairness of the consideration to be received by CBOT

                                       7


members in respect of their memberships in connection with the restructuring
transactions. See "Risk Factors--Risk Factors Relating to the Restructuring
Transactions--We Have Not Determined or Received Any Opinion Regarding the
Value of the CBOT Before or After the Restructuring Transactions or the Value
of the Securities You Will Receive in the Restructuring Transactions Compared
to the Value of the Memberships You Currently Own."

 William Blair Fairness Opinion

   Since no mechanism currently exists in our certificate of incorporation,
bylaws or rules and regulations for allocating ownership in our organization
among the members in connection with a restructuring such as the restructuring
transactions, our board of directors appointed an Independent Allocation
Committee, composed solely of public or independent directors of the board, to
determine and recommend to the full board an appropriate and fair allocation of
equity among the CBOT members of shares of common stock of CBOT Holdings.

   William Blair & Company, L.L.C. was retained by the Independent Allocation
Committee and the board of directors to deliver a written opinion as to the
fairness, from a financial point of view, of the allocation of shares of common
stock of CBOT Holdings among the members in respect of their memberships in
connection with the restructuring transactions. The opinion, dated September
24, 2001, states that, based upon and subject to the matters set forth in the
opinion, the allocation of shares of common stock of CBOT Holdings among the
members in respect of their memberships in connection with the restructuring
transactions in the ratio of 5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each Full Member,
Associate Member, GIM, IDEM and COM, respectively, is fair, from a financial
point of view, to each of the five classes of members. The full text of the
William Blair fairness opinion is attached as Appendix D-1 to this document.

 Arthur Andersen Fairness Opinion

   Arthur Andersen was retained by our board of directors and the board of
directors of eCBOT to render a written opinion as to the fairness, from a
financial point of view, to Ceres and each class of the limited partners of
Ceres of the consideration to be received by each limited partner of Ceres in
exchange for their respective limited partnership interests pursuant to the
Ceres merger.

   The opinion, dated October 2, 2001, states that, based upon and subject to
the matters set forth in the opinion, the consideration to be received by each
limited partner of Ceres in exchange for their respective limited partnership
interests pursuant to the Ceres merger, is fair, from a financial point of
view, to Ceres and each class of the limited partners of Ceres. The full text
of the Arthur Andersen fairness opinion is attached as Appendix D-2 to this
document.

Ceres Valuation

   Arthur Andersen was also retained to provide a valuation of Ceres and its
partnership interests. This valuation analysis will provide the basis for
determining the amount of the cash payment to be distributed as merger
consideration among the Ceres limited partners in the Ceres merger.

   As described in greater detail elsewhere in this document, Arthur Andersen
has determined the value of Ceres to be $25,400,000 as of June 30, 2001. The
full text of the preliminary Ceres valuation analysis as of such date is
attached as Appendix D-3 to this document.

   Arthur Andersen will provide us with its final valuation report, including
its valuation analysis of Ceres and the limited partnership interests as of
such date, on a date reasonably proximate to the date of the completion of the
Ceres merger. This report will be considered by our board and the board of
directors of eCBOT when determining the actual amount of the cash payment to be
distributed to the Ceres limited partners pursuant to the Ceres merger.

                                       8



Agreement Relating to the Exercise Right

   Since 1972, when we created the Chicago Board Options Exchange, our Full
Members have had a legal right to become members of that exchange without
having to purchase a membership. Over the last year or more, since we first
announced our desire to pursue a strategic restructuring of the CBOT into a
stock, for-profit company, the Chicago Board Options Exchange has stated
publicly its view that, if consummated, the restructuring transactions would
extinguish the exercise right under certain circumstances. In particular, the
Chicago Board Options Exchange stated in a proposed interpretation and change
to its rules relating to the exercise right that the exercise right would be
terminated:

  . for any Full Member, if that Full Member sells or otherwise transfers any
    of the stock and other interests received as a result of completing the
    restructuring transactions in respect of his or her Full Membership;

  . for all Full Members, if the CBOT by expanding electronic trading on the
    a/c/e system or otherwise, allows non-members to trade directly on the
    CBOT on the same basis as members; or

  . for all Full Members, if CBOT members who exercise their right to become
    members of the Chicago Board Options Exchange are able to trade at member
    rates all of the CBOT's products and the Chicago Board Options Exchange's
    products simultaneously.

   In connection with the proposed change to the rules of the Chicago Board
Options Exchange, the Chicago Board Options Exchange also took the position
that:

  . the a/c/e system gives our members who exercise the right to become
    Chicago Board Options Exchange members the ability to trade on the
    Chicago Board Options Exchange trading floor and through the CBOT at the
    same time, activity that the Chicago Board Options Exchange claimed was
    incompatible with the exercise right; and

  . the exercise right may be terminated after completion of the
    restructuring transactions because certain non-trading rights, including
    voting rights, of the current Full Members of the CBOT would change in
    connection with the completion of the restructuring transactions.

   Because we believed that the Chicago Board Options Exchange's position
violated a 1992 agreement between us and the Chicago Board Options Exchange,
which addresses the exercise right, and because the exercise right is valuable
to our Full Members, we at that time initiated litigation in the Illinois
Circuit Court against the Chicago Board Options Exchange intended to protect
the exercise right.

   On August 7, 2001, the CBOT entered into an agreement with the Chicago Board
Options Exchange for the stated purpose of resolving the dispute between the
parties regarding the exercise right within the context of the restructuring
transactions and electronic trading generally at the CBOT. Subject to
satisfaction of certain conditions, including, among other things, approval of
the August 7, 2001 agreement by the membership of the Chicago Board Options
Exchange, approval of the agreement by the SEC as an interpretation of the
certificate of incorporation of the Chicago Board Options Exchange, and the
effectiveness of the registration statement of which this document is part, the
parties agreed, among other things, to clarify the nature and scope of the
exercise right in the context of the CBOT's proposed strategic restructuring
and the expanded operation of the CBOT's electronic trading system. In
addition, the CBOT agreed to dismiss pending litigation and the CBOE agreed to
withdraw its proposed interpretation and rule change that had been filed with
the Securities and Exchange Commission and to take no further action to amend,
modify, or otherwise limit, or terminate or cause to expire, the exercise right
as a result of the completion of the restructuring transactions except as
contemplated in the agreement.

   On October 24, 2001, the CBOT, CBOT Holdings and the Chicago Board Options
Exchange entered into a letter agreement that, among other things, specified
the terms and conditions under which the August 7, 2001 agreement will apply
upon completion of the restructuring transactions as revised to provide for the
holding

                                       9


company structure. For more information on the conditions and other terms of
the August 7, 2001 agreement and related letter agreement, see "Our Business--
Legal Proceedings--Chicago Board Options Exchange Dispute." For more
information on the risks associated with the exercise right, see "Risk
Factors--Risks Relating to the Restructuring Transactions--The "Exercise Right'
Could be Subject to Further Challenge by the Chicago Board Options Exchange."

   You are being asked to vote to ratify the August 7, 2001 agreement entered
into by the CBOT and the Chicago Board Options Exchange. We have included as
Appendix E-1 and E-2 to this document a copy of the August 7, 2001 agreement
and related letter agreement, respectively. We urge you to review carefully
both agreements before voting on the restructuring transactions.

Differences in Rights

   Following the completion of the restructuring transactions, you will become
stockholders in a Delaware stock, for-profit holding company and members of a
Delaware nonstock, for-profit corporation that will be a subsidiary of the
holding company, and you will no longer be members of a Delaware nonstock, not-
for-profit corporation. You should consider carefully the differences in your
rights and obligations that will result from this change in structure before
voting on the restructuring transactions.

   Some of these differences arise from differences between the corporate law
applicable to the different types of organizations. Other differences arise
from choices that we have made in designing the certificate of incorporation
and bylaws of CBOT Holdings and the CBOT subsidiary. We briefly summarize below
some of the important differences in your rights and obligations that will
result from completion of the restructuring transactions:

  . Voting. The holders of the common stock of CBOT Holdings will have the
    right to vote on all matters upon which the stockholders of CBOT Holdings
    will be entitled to vote generally, including, among other things, the
    election of directors to the board of directors of CBOT Holdings.
    However, the holders of the common stock of CBOT Holdings will not be
    entitled to initiate proposals to amend the certificate of incorporation
    of CBOT Holdings or, as described below, the certificate of
    incorporation, bylaws and rules and regulations of the CBOT subsidiary.
    Although stockholders of CBOT Holdings will be able to initiate proposals
    to amend the bylaws of CBOT Holdings, such proposals may only be brought
    to a vote at an annual meeting of the stockholders after satisfying
    certain advance notice requirements and will require the approval of two-
    thirds of the voting power of the stockholders of CBOT Holdings entitled
    to vote generally in the election of directors.

    CBOT Holdings, as the holder of the sole Class A membership in the CBOT
    subsidiary, will have the exclusive right to vote on most matters requiring
    a vote of the members of the CBOT subsidiary, including among other things,
    the election of directors to the board of directors of the CBOT subsidiary.
    The holders of Class B and Class C memberships will not have voting rights
    with respect to matters requiring a vote of the members of the CBOT
    subsidiary except that Series B-1 and Series B-2, Class B members will have
    limited voting rights to approve changes that would adversely affect
    certain core rights relating to the trading rights and privileges of
    Class B members.

  . Board of Directors. On October 16, 2001, our board of directors approved
    and adopted amendments to our certificate of incorporation and bylaws,
    which, if approved by our members, would authorize our board of directors
    to delay the next annual election, which is currently scheduled for
    December 2001, until no later than March 31, 2002, reduce the size of our
    board of directors from 18 members to nine members at the first annual
    election following timely approval of the restructuring transactions by
    our members, clarify our board of directors' discretion as to the timing
    of its regular meetings and make certain other conforming changes. A
    special meeting of the members for the purpose of voting on such
    amendments has been scheduled for October 31, 2001. If our members
    approve such amendments and separately approve the restructuring
    transactions in a timely manner, our board of directors will be reduced
    in size from 18 directors to nine directors in connection with the next
    annual election, which

                                       10


    will be held as soon as reasonably practicable following membership approval
    of the restructuring transactions, but in no event later than March 31,
    2002. At such annual election, our members will elect eight new directors to
    serve on the nine-member board of directors with the then current chairman
    of the board continuing to serve in such capacity as the ninth member of
    such board. Upon completion of the restructuring transactions, the new
    directors elected to serve on the nine-member board of directors will
    continue to serve on the boards of directors of both CBOT Holdings and the
    CBOT subsidiary until the next annual meeting of each such corporation.

    If the amendments to our certificate of incorporation and bylaws are not
    approved by our members or the membership vote on the restructuring
    transactions does not occur in a timely manner, and, as a result, the size
    of our board of directors is not reduced from 18 directors to nine directors
    prior to the completion of the restructuring transactions, the certificate
    of incorporation and bylaws of CBOT Holdings will provide that the then
    current 18-member board of directors will continue as the boards of
    directors of CBOT Holdings and the CBOT subsidiary immediately following
    completion of the restructuring transactions. The size of the board of
    directors of CBOT Holdings will thereafter be reduced to nine directors in
    connection with a special meeting of stockholders, to be held as soon as
    reasonably practicable following completion of the restructuring
    transactions. At such special meeting, the stockholders will elect eight new
    directors to serve on the nine-member board of directors with the then
    current chairman of the board continuing to serve in such capacity as the
    ninth member of such board. In connection with the election of directors to
    the new nine-member board of directors of CBOT Holdings, it is anticipated
    that CBOT Holdings, as the sole Class A member of the CBOT subsidiary, will
    elect each of the newly-elected directors serving on the nine-member board
    of directors of CBOT Holdings as directors of the CBOT subsidiary. Each
    director of CBOT Holdings and the CBOT subsidiary will be elected to serve
    as a director until the next annual meeting of each such corporation and
    will not be subject to term limits.

    In order to ensure that the board of directors of CBOT Holdings is generally
    identical in size and composition to the board of directors of the CBOT
    subsidiary, it will be a qualification for service as a director of the CBOT
    subsidiary that such director also serve on the board of directors of CBOT
    Holdings. The nine-member boards of directors of CBOT Holdings and the CBOT
    subsidiary will each consist of the chairman of the board, five directors
    who are Class B members of the CBOT subsidiary, two directors who are
    "independent" within the meaning of the certificate of incorporation and
    bylaws of CBOT Holdings and one director who is "at-large," or generally not
    subject to qualifications. We currently expect that the president and chief
    executive officer of CBOT Holdings will be nominated for election as the
    at-large director.

  . Committees. In general, CBOT Holdings and the CBOT subsidiary will have a
    limited number of board committees and certain board and other committees
    currently maintained by the CBOT will be eliminated in order to further
    streamline our corporate governance structure. We currently expect that
    CBOT Holdings will have a nominating committee of the board, an executive
    committee of the board, an audit committee of the board and a
    compensation committee of the board. In addition to these committees, we
    currently anticipate that the boards of directors of CBOT Holdings and
    the CBOT subsidiary will create or maintain certain non-board advisory
    committees and other non-board committees comprised of directors,
    officers and stockholders or members, as appropriate.

  . Substantial Elimination of the Petition Process. Currently, voting
    members of the CBOT have the right to vote on all amendments to the
    certificate of incorporation and bylaws, which include the rules of the
    CBOT. In addition, members have the right to petition the board to call a
    special meeting of members for the purpose of voting on amendments to the
    bylaws and rules. This process, together with certain other provisions,
    including those relating to the nomination procedures for elective
    officers and the annual election, constitutes what is sometimes referred
    to as the "petition process" of the CBOT membership.

    In connection with the restructuring transactions, the petition process is
    being substantially eliminated, with the principal exception consisting of
    the limited voting rights of Series B-1 and B-2, Class B

                                      11


          members relating to certain core rights associated with the trading
          rights and privileges of the Class B members of the CBOT subsidiary.
          As a result, the ability of the holders of common stock of CBOT
          Holdings and the Class B and Class C members of the CBOT subsidiary
          to participate in the day-to-day management and operations of CBOT
          Holdings and the CBOT subsidiary, respectively, will be significantly
          reduced. In sharp contrast to the substantial rights of current CBOT
          members pursuant to the petition process, stockholders of CBOT
          Holdings will have rights more consistent with those of stockholders
          of a publicly held corporation and members of the CBOT subsidiary
          will have substantially reduced rights relative to the members of the
          CBOT.

  . Dividends. Although nonstock, not-for-profit corporations are permitted
    to declare and pay dividends under Delaware law, dividends are a more
    typical feature of stock, for-profit corporations. CBOT Holdings will
    generally have the ability to declare and pay dividends to its common
    stockholders out of its "surplus" as defined under Delaware law. The
    board of directors of CBOT Holdings will be able to determine, in its
    sole and absolute discretion, the time of declarations and payments, and
    the amounts, if any, of dividends on the common stock. It is not
    currently anticipated that CBOT Holdings will pay cash dividends on its
    common stock in the near future; however, CBOT Holdings may later
    determine to pay cash dividends out of its available surplus.

  . Capital Stock. Under the terms of its certificate of incorporation,
    following completion of the restructuring transactions, CBOT Holdings
    will be authorized to issue over 60,000,000 additional shares of common
    stock and up to 10,000,000 shares of preferred stock, in each case,
    without stockholder approval. The certificate of incorporation of CBOT
    Holdings will authorize the board of directors, without approval of the
    stockholders, to cause CBOT Holdings to issue shares of preferred stock
    from time to time in one or more series, to establish the number of
    shares to be included in each series and to fix the rights, preferences
    and privileges of the shares of each wholly unissued series as well as
    any qualifications, limitations or restrictions on the shares.

  . Change of Control Provisions. CBOT Holdings' certificate of incorporation
    and bylaws will contain a number of provisions that may have the effect of
    encouraging persons considering unsolicited tender offers or other
    unilateral takeover proposals to negotiate with the board of directors
    rather than pursue non-negotiated takeover attempts. The provisions will
    include, among other things:

    . advance notice requirements for stockholder proposals;

    . application of the Delaware anti-takeover statute;

    . a requirement that special meetings of the stockholders of CBOT Holdings
      be called by only the chairman of the board, the president or the board
      of directors;

    . a prohibition on the ability of stockholders to take action by written
      consent; and

    . a requirement that any stockholder proposal to amend the bylaws be
      approved by at least two-thirds of the voting power of all outstanding
      shares of capital stock entitled to vote generally in the election of
      directors.

    In addition, we currently anticipate that the board of directors of CBOT
    Holdings would be asked to consider, and may adopt, a stockholder rights
    plan or "poison pill" in connection with any underwritten public offering
    of its common stock. We have no current plan or intention to conduct such
    an offering.

   For more information about the differences in the rights and obligations of
CBOT members, CBOT Holdings stockholders and the CBOT subsidiary members, see
"Comparison of the Rights of Members of the CBOT Prior to and After Completion
of the Restructuring Transactions."

Transfer Restrictions

   The shares of common stock of CBOT Holdings will generally be subject to a
complete restriction on transfer for the first 270 days following the date the
common stock is issued. Thereafter, 15%, 25%, 25% and

                                       12


35% of the shares of common stock of CBOT Holdings will be eligible for
transfer after the date that is 270, 450, 630 and 810 days following the date
the common stock is issued, respectively. Notwithstanding these restrictions on
transfer, stockholders may transfer all, but not less than all, of the shares
of common stock associated with a Class B membership and, to the extent
applicable, a Class C membership, in the CBOT subsidiary if all such shares of
common stock are transferred together with the associated Class B membership
and, to the extent applicable, Class C membership. The certificate of
incorporation of CBOT Holdings will grant authority to the board of directors
to remove or reduce this restriction on transfer of the common stock if it
determines, in its sole and absolute discretion, that such action is
appropriate.

   Although Class B memberships in the CBOT subsidiary generally will not be
subject to any transfer restrictions, the exercise of the trading rights and
privileges associated with the Class B memberships will be subject to
substantially the same application and approval process that currently applies
to CBOT membership candidates. Under that process, any adult, other than an
employee of the CBOT subsidiary, of good character, reputation, financial
responsibility and credit will be eligible to become a Class B member of, and
exercise trading rights and privileges at, the CBOT subsidiary. Candidates will
be reviewed to determine whether they meet applicable requirements in
accordance with the rules and regulations of the CBOT subsidiary.

   The Class C memberships in the CBOT subsidiary generally will also not be
subject to any transfer restrictions. However, a holder of a Class C membership
seeking to become a member of the Chicago Board Options Exchange must hold
25,000 shares of common stock of CBOT Holdings and one Series B-1, Class B
membership, along with such Class C membership, in each case subject to certain
adjustments, in order to be eligible to become a member of the Chicago Board
Options Exchange without having to purchase a membership in such exchange. For
more information, see "Shares Eligible for Future Sale."

   In addition to the restrictions discussed above, shares of common stock of
CBOT Holdings received in connection with the restructuring transactions by
"affiliates" may be resold only pursuant to further registration under the
Securities Act or in transactions that are exempt from registration under the
Securities Act.

   For more information, see "Shares Eligible for Future Sale."

U.S. Federal Income Tax Consequences

   We are seeking a ruling from the Internal Revenue Service to the effect
that, for U.S. federal income tax purposes, you will not recognize any gain or
loss strictly as a result of receiving shares of common stock in CBOT Holdings
and Class B and Class C memberships in the CBOT subsidiary or as a result of
CBOT Holdings receiving a Class A membership in the CBOT subsidiary in
connection with the restructuring transactions. Assuming this non-recognition
treatment, the tax basis in your membership will carry over to your common
stock of CBOT Holdings and memberships in the CBOT subsidiary. Receipt of a
favorable ruling from the IRS with respect to the receipt by members of Class B
and Class C memberships in the CBOT subsidiary and receipt of a favorable
ruling from the IRS or an opinion of counsel with respect to the receipt by
CBOT Holdings of a Class A membership in the CBOT subsidiary and receipt by
members of common stock in CBOT Holdings, in each case, in form and substance
satisfactory to our board, are conditions to our obligation to complete the
restructuring transactions.

   We anticipate that the receipt of a cash payment by the limited partners of
Ceres in connection with the reorganization of our electronic trading business
will be taxable to such limited partners.

   For more information, see "Material U.S. Federal Income Tax Consequences of
the Restructuring Transactions."

Accounting Matters

   The accounting treatment of certain aspects of the restructuring
transactions will be treated similar to a reorganization of entities under
common control. Under this method of accounting, no gain or loss will be

                                       13


recognized, and the assets and liabilities of CBOT will appear on the books of
CBOT Holdings at their same recorded amounts. For more information, see "The
Restructuring Transactions--Accounting Matters."

Regulatory Matters

   The completion of the restructuring transactions is subject to our receipt
of any approvals required by the Commodity Futures Trading Commission in
connection with the proposed changes to our certificate of incorporation,
bylaws and rules and regulations that will be made in connection with the
restructuring transactions and confirmation by the CFTC that implementation of
the restructuring transactions will not have a material adverse effect on our
current contract market designation.

   In addition, the restructuring transactions may be subject to certain
regulatory requirements of other state, federal and foreign governmental
agencies and authorities. We are currently working to evaluate and comply in
all material respects with these requirements and do not currently anticipate
that they will delay completion of the restructuring transactions.

   For more information, see "The Restructuring Transactions--Regulatory
Matters."

Conditions to Completing the Restructuring Transactions

   We will not be obligated to complete the restructuring transactions unless
and until each of the following conditions has been satisfied:

  .  the members of the CBOT have approved each of the three propositions
     being submitted for their approval in connection with the restructuring
     transactions;

  .  we have received (1) a favorable ruling from the IRS that receipt by
     members of Class B and Class C memberships in the CBOT subsidiary and
     (2) a favorable ruling from the IRS or an opinion of counsel that
     receipt by CBOT Holdings of a Class A membership in the CBOT subsidiary
     and receipt by members of common stock of CBOT Holdings, in each case,
     in form and substance satisfactory to our board of directors, will not
     result in the recognition of gain or loss to our members under U.S.
     federal tax law;

  .  we have received any approvals required by the Commodity Futures Trading
     Commission in connection with changes to our corporate governance
     structure and we have confirmed with the CFTC that implementation of the
     restructuring transactions will not have a material adverse effect on
     our current contract market designation, and we have received any other
     governmental or regulatory approvals and authorizations determined by us
     to be necessary;

  .  we have received each required material third party consent;

  .  there is no court order or other regulation prohibiting or restricting
     the restructuring transactions; and

  .  our board of directors has not determined that the restructuring
     transactions are no longer in the best interests of the CBOT and its
     members or that the restructuring transactions are not fair to each
     class of CBOT membership.

   For more information, see "The Restructuring Transactions--Conditions to
Completing the Restructuring Transactions."

Market for Shares and Memberships; Stock Exchange Listing

   No market presently exists for the common stock of CBOT Holdings. A market
for shares of common stock of CBOT Holdings may develop following the
expiration of any applicable restrictions on transfer. However, we cannot
provide any assurances in this regard. We have no current plans to list the
common stock of CBOT Holdings on any stock exchange.

                                       14



   We currently expect that a market for the Class B and Class C memberships in
the CBOT subsidiary will develop that is similar to the current market for CBOT
memberships. The current markets for memberships in the CBOT should facilitate
the development of new markets for the corresponding Class B and Class C
memberships in the CBOT subsidiary.

Risk Factors

   There are significant risks associated with the restructuring transactions
that you should consider very carefully. These risks include, among other
things, our ability to implement in a timely and successful manner changes to
our organizational and corporate governance structure that are required in
order to operate more efficiently. Although we have a long history of operating
as a successful member-owned institution, significant changes will be required
in the manner in which we evaluate and undertake activities. For more
information about these and other risks, see "Risk Factors" beginning on page
19 below.

Matters To Be Approved; Vote Required

   Full Members and Associate Members are being asked to approve the
restructuring transactions described in this document, including (1) the
approval and adoption of the agreement and plan of merger relating to the
merger of the CBOT with a newly formed nonstock, for-profit corporation, which
will facilitate the demutualization of the CBOT, (2) ratification of the August
7, 2001 agreement relating to the exercise right entered into by the CBOT and
the Chicago Board Options Exchange and (3) the approval of all other matters
relating to the restructuring transactions, including a new certificate of
incorporation and bylaws for CBOT Holdings and the CBOT subsidiary, and certain
changes to the rules and regulations of the CBOT subsidiary, which,
collectively, are designed to modernize certain aspects of our corporate
governance structure, and the reorganization of our electronic trading
business. Unless all three of these propositions are approved, the
restructuring transactions will not have been approved by the members and,
accordingly, will not be completed.

   The restructuring transactions will be approved if Full Members and
Associate Members, voting together as a single class based upon their
respective voting rights, cast at least 300 votes at the special meeting, in
person or by proxy ballot, and at least a majority of the votes cast are in
favor of each of the three propositions being submitted for their approval in
connection with the restructuring transactions. Full Members will be entitled
to one vote for each Full Membership owned and Associate Members will be
entitled to one-sixth of one vote for each Associate Membership owned. No other
class of membership will be entitled to vote on the restructuring transactions.

   For more information, see "Special Meeting and Proxy Information--Available
Votes; Required Vote."

Absence of Appraisal Rights

   Members who object to the restructuring transactions will have no appraisal
rights under Delaware law. If the restructuring transactions are completed and
regardless of whether you voted for or against the restructuring transactions,
your membership in the CBOT will be eliminated and you will receive shares of
common stock of CBOT Holdings and memberships in the CBOT subsidiary, in each
case, as described in this document.

   For more information, see "The Restructuring Transactions--Absence of
Appraisal Rights."

Board Recommendation

   Our board of directors has determined that the restructuring transactions
are in the best interests of the CBOT and its members and that the
restructuring transactions are fair to each class of CBOT membership. Our board
of directors has approved the restructuring transactions and recommends that
you vote "FOR" approval of each of the three propositions being submitted for
your approval in connection with the restructuring transactions.

                                       15


                      SUMMARY CONSOLIDATED FINANCIAL DATA

   The following table sets forth a summary of consolidated financial and other
information for the CBOT. The balance sheet data as of December 31, 2000 and
1999 and operating data for the years ended December 31, 2000, 1999 and 1998
have been derived from the audited consolidated financial statements and
related notes included elsewhere in this document. The balance sheet data as of
December 31, 1998, 1997 and 1996 and operating data for the years ended
December 31, 1997 and 1996 have been derived from the audited financial
statements and related notes not included in this document. The balance sheet
and operating data as of, and for each of the six months ended, June 30, 2001
and 2000 are unaudited but include, in the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation of such data. The results of operations for the six months
ended June 30, 2001 are not necessarily indicative of the results that may be
expected for the entire year. The information set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the consolidated financial statements and the
related notes, the unaudited pro forma condensed consolidated financial
statements and other financial information included elsewhere in this document.



                         Six Months Ended
                             June 30,                  Year Ended December 31,
                         ------------------  ------------------------------------------------
                           2001      2000      2000      1999      1998      1997      1996
                         --------  --------  --------  --------  --------  --------  --------
                                 (dollars in thousands, except per share data)
                                                                
Operating Data
 Total revenues......... $119,572  $107,740  $212,919  $202,896  $205,238  $175,385  $154,578
 Operating expenses.....  105,228   107,240   215,546   214,529   188,320   148,186   123,808
                         --------  --------  --------  --------  --------  --------  --------
     Income (loss) from
      operations........   14,344       500    (2,627)  (11,633)   16,918    27,199    30,770
 Other income and
  expenses
   Interest income......      589       671     1,242     1,052     1,947     2,090     1,986
   Interest expense.....    3,359     2,721     6,773     6,774     7,170     6,483       --
                         --------  --------  --------  --------  --------  --------  --------
     Income (loss)
      before income
      taxes and
      cumulative effect
      of change in
      accounting
      principle.........   11,574    (1,550)   (8,158)  (17,355)   11,695    22,806    32,756
 Provision (benefit)
  for income taxes......    4,927     1,406     1,950    (2,895)    5,051     6,147    13,109
                         --------  --------  --------  --------  --------  --------  --------
   Income (loss) before
    cumulative effect of
    changes in
    accounting
    principle...........    6,647    (2,956)  (10,108)  (14,460)    6,644    16,659    19,647
 Cumulative effect of
  change in accounting
  principle--net of tax
  of $36 (1) and $2,026
  (2), respectively.....       51       --        --      2,920       --        --        --
                         --------  --------  --------  --------  --------  --------  --------
     Income (loss)
      before minority
      interest..........    6,596    (2,956)  (10,108)  (17,380)    6,644    16,659    19,647
 Minority interest in
  (income) loss of
  subsidiaries..........      --        --        --      6,933       (38)   (6,995)      --
                         --------  --------  --------  --------  --------  --------  --------
     Net income (loss).. $  6,596  $ (2,956) $(10,108) $(10,447) $  6,606  $  9,664  $ 19,647
                         ========  ========  ========  ========  ========  ========  ========
Balance Sheet Data
 Total assets........... $361,650  $364,290  $372,194  $373,379  $400,971  $397,449  $355,585
 Total liabilities......  163,594   166,098   180,874   172,405   189,924   193,538   160,765
 Short-term borrowings..   21,538    23,214    27,296     6,500       --      1,662    14,357
 Long-term debt.........   59,976    64,286    64,286    87,500   100,726   105,000    76,166
 Total equity ..........  198,056   198,192   191,320   200,974   211,047   203,911   194,820
Proforma Data (3)
 Total assets........... $358,790  $364,290  $372,194  $373,379  $400,971  $397,449  $355,585
 Total liabilities......  183,594   166,098   180,874   172,405   189,924   193,538   160,765
 Short-term borrowings..   21,538    23,214    27,296     6,500       --      1,662    14,357
 Long-term debt.........   79,976    64,286    64,286    87,500   100,726   105,000    76,166
 Total equity ..........  175,196   198,192   191,320   200,974   211,047   203,911   194,820
 Net income (loss)......    6,596    (2,956)  (10,108)  (10,447)    6,606     9,664    19,647
 Net income (loss) per
  share (4).............     0.17     (0.07)    (0.25)    (0.26)     0.17      0.24      0.49
Other Data
 Current ratio (5)......     0.80      0.64      0.68      1.02      1.41      1.42      1.15
 Working capital
  (deficit)............. $(13,771) $(22,742) $(24,149) $  1,067  $ 18,574  $ 18,457  $  7,729
 Capital expenditures...    9,720    15,847    38,497    25,165    26,985    48,529    90,393
 Times interest earned
  (6)...................     4.45       N/A       N/A       N/A      2.63      4.52       N/A
 Number of full time
  employees at end of
  period................      700       758       711       846       853       805       811
 Sales price per Full
  CBOT membership
   High................. $    350  $    642  $    642  $    632  $    780  $    857  $    690
   Low..................      290       410       255       400       384       660       531


                                       16


--------
(1) In 2001, the CBOT adopted Statement of Financial Accounting Standards
    ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
    Activities," as amended and interpreted, requiring recognition of all
    derivative instruments in the Consolidated Statements of Financial
    Condition as either assets or liabilities and the measurement of those
    instruments at fair value. SFAS No. 133 also requires changes in the fair
    value of derivative instruments to be recorded each period in current
    earnings or other comprehensive income depending on the intended use of the
    derivatives.
(2) In 1999, the CBOT adopted Statement of Position ("SOP") 98-5, "Reporting on
    the Costs of Start-Up Activities." SOP 98-5 requires that start-up
    activities be expensed as incurred. Previously, start-up activities were
    capitalized and amortized.
(3) Reflects the conversion of members' equity to common stock of CBOT
    Holdings.
(4) Based on 39,802,650 shares issued and outstanding immediately following
    completion of the restructuring transactions.
(5) Equals current assets divided by current liabilities.
(6) Equals the sum of income (loss) before cumulative effect of change in
    accounting principle and provision (benefit) for income taxes plus interest
    expense, divided by interest expense.

                                       17


                                  RISK FACTORS

   If the restructuring transactions are completed, you will receive shares of
common stock of CBOT Holdings and a membership or memberships in the CBOT
subsidiary. Therefore, you should carefully consider each of the following
risks and uncertainties, and all other information set forth in this document,
before deciding whether to vote for or against the restructuring transactions.
The following risks relate principally to:

    . the restructuring transactions, particularly the demutualization;

    . our business in general and the industry in which we operate;

    . regulations applicable to our business and litigation in which we
      are, or may be, involved; and

    . changes in our corporate governance structure that will be
      implemented as part of the restructuring transactions.

You should be aware that the risks and uncertainties described below are not
the only risks and uncertainties we are facing or will face in the future.
Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also adversely affect our business.

   This document contains forward-looking statements that involve risks and
uncertainties. The results of CBOT Holdings could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks and uncertainties faced by CBOT Holdings and the CBOT
subsidiary described below and elsewhere in this document.

Risks Relating to the Restructuring Transactions

   We are subject to the following risks in connection with the restructuring
transactions, particularly our demutualization. Certain other risks relating to
changes in our governing documents in connection with the restructuring
transactions are described below under "--Risks Relating to Changes in Our
Corporate Governance Structure."

 We Have No Internal Experience and Little Representative External Experience
Upon Which to Rely in Operating as a For-Profit Futures Exchange

   We have been operating as a nonstock, not-for-profit corporation for the
benefit of our members. As such, we have been a mutual organization focused on
delivering member benefits and enhancing member opportunity at reasonable cost.
After the restructuring transactions are completed, CBOT Holdings will be
operated for the long-term benefit of its stockholders rather than solely for
the purpose of delivering member benefits and enhancing member opportunity. In
addition, after the restructuring transactions are completed, the CBOT
subsidiary will itself become a for-profit corporation. Although our management
has experience operating a for-profit corporation, they have no experience, and
there is relatively little history of or experience by other U.S. futures
exchanges, operating a for-profit futures exchange. Consequently, our
transition to for-profit operations will be subject to risks, expenses and
difficulties that we cannot predict and may not be capable of handling in an
efficient manner.

 Our Holding Company Structure May Not Achieve its Intended Benefits

   We believe that a holding company structure provides us increased
flexibility to operate in a manner that will allow us to pursue our strategic
goals while preserving certain desirable attributes of nonstock membership
corporations. The expected benefits of the holding company structure may not be
realized if market conditions, the regulatory environment or other
circumstances limit us from pursuing our strategic goals. As a result, we could
incur the costs of maintaining a holding company structure without realizing
all of its intended benefits. In addition, the holding company structure may
not successfully insulate CBOT Holdings or any of its subsidiaries from each
other. If we do not observe corporate formalities or adequately capitalize the
subsidiaries of CBOT Holdings, CBOT Holdings could be liable for the
liabilities of its subsidiaries.

                                       18


 As a Holding Company, CBOT Holdings will be Totally Dependent on Distributions
and Dividends from its Operating Subsidiaries to Pay Dividends and Other
Obligations.

   CBOT Holdings will initially have no business operations of its own. The
only significant asset of CBOT Holdings will be the Class A membership in the
CBOT subsidiary. As a result, CBOT Holdings will rely on distributions from the
CBOT subsidiary to meet its obligations. We currently expect that most of the
earnings and cash flow of the CBOT subsidiary will be retained and used by it
in its operations, including to service any debt obligations it may have now or
in the future.

 The "Exercise Right," Could be Subject to Further Challenge by the Chicago
Board Options Exchange

   Notwithstanding entry into the August 7, 2001 agreement and related letter
agreement, we cannot assure you that the Chicago Board Options Exchange will
not take other actions in the future to challenge or interfere with the
exercise right in reliance upon its interpretation of these agreements, the
1992 agreement or article fifth (b) of the Chicago Board Options Exchange's
certificate of incorporation that granted the exercise right in 1973. We also
cannot assure you that the Chicago Board Options Exchange will not otherwise be
successful in terminating the exercise right or preventing Full Members from
exercising such right in the future in response to future innovations by the
CBOT in implementing its business strategies, especially in the area of
electronic trading.

   For more information on the Chicago Board Options Exchange exercise right
and the Chicago Board Options Exchange's recent attempts to restrict the scope
of the exercise right, see "Our Business--Legal Proceedings--Chicago Board
Options Exchange Dispute."

 Certain Members Have Filed a Complaint in Illinois State Court Challenging the
Proposed Allocation of Equity in the CBOT

   Certain Associate Members, GIMs, IDEMs and COMs have instituted litigation
in Cook County Circuit Court against certain individual Full Members and a
proposed class of all Full Members alleging that the proposed allocation of
equity in the CBOT as part of the restructuring transactions unfairly favors
Full Members to the detriment of Associate Members, GIMs, IDEMs and COMs. The
individual plaintiffs seek to represent a class of all Associate Members, GIMs,
IDEMs and COMs, and have requested, among other things, that the court enjoin
Full Members from voting in favor of the allocation contemplated by the
restructuring transactions and that the court declare a fair and equitable
allocation of shares among the members. On March 23, 2001, the circuit court
granted the defendant's motion to stay these proceedings and compel arbitration
under the CBOT's rules and regulations. Plaintiffs have appealed that ruling to
the Illinois Court of Appeals. Although we believe that the plaintiffs'
position is without merit, we cannot provide any assurances as to the outcome
of this matter or that the plaintiffs will not succeed in preventing or
delaying the vote which is the subject of this proxy solicitation or in
altering the proposed allocation of equity in the restructuring transactions.
Additionally, we cannot assure you that the plaintiffs will not attempt to
pursue other remedies, such as damages, in the event that the restructuring
transactions are completed on the terms proposed in this document. For more
information, see "Our Business--Legal Proceedings--Minority Member Litigation."

 We Have Not Determined or Received Any Opinion Regarding the Value of the CBOT
Before or After the Restructuring Transactions or the Value of the Securities
You Will Receive in the Restructuring Transactions Compared to the Value of the
Memberships You Currently Own

   We have not determined the value of the CBOT in its current form as a mutual
organization or its value as a for-profit corporation after the restructuring
transactions, nor have we determined the value of the securities that will be
issued in respect of memberships in the restructuring transactions. The
fairness opinions that we have received from William Blair and from Arthur
Andersen are limited in scope and do not address either of the foregoing
valuation matters. Accordingly, we can give you no assurance that the value of
CBOT Holdings will be at least equal to the value of the CBOT or that the value
of the securities of CBOT Holdings will be at least equal to the value of the
corresponding memberships in the CBOT that you currently own.

                                       19


 The Allocation of the Equity in CBOT Holdings Depends on Several Relative
Factors

   The Independent Allocation Committee and our board of directors considered a
number of factors in determining the allocation of equity in CBOT Holdings
among the existing CBOT members in connection with the restructuring
transactions. The Independent Allocation Committee based its recommendation on
a combination of factors including, among other things, relative voting rights,
relative liquidation rights, the allocation of partnership interests in
connection with the formation of Ceres, membership or seat prices and contract
volumes. There are other equity allocation methods that could be applied and,
if applied, might produce different results. However, the Independent
Allocation Committee and our board of directors have determined that the
proposed allocation will accomplish a fair allocation of the common stock in
CBOT Holdings among the members in respect of their memberships. See "The
Restructuring Transactions--Independent Allocation Committee of the Board" for
more information regarding the Independent Allocation Committee and the
allocation methodology.

   Certain members of the CBOT have initiated litigation against certain Full
Members in the Cook County Circuit Court challenging our allocation
determination. For more information regarding this litigation, see "--Certain
Members Have Filed a Complaint in Illinois State Court Challenging the Proposed
Allocation of Equity in the CBOT" above and "Our Business--Legal Proceedings--
Minority Member Litigation."

 Your Voting Rights Will Change as a Result of the Restructuring Transactions
and Full Members Will Experience Dilution in Their Relative Voting Powers

   As a result of the allocation of common stock of CBOT Holdings among members
and the substantial limitation on the voting rights of Class B and Class C
members of the CBOT subsidiary resulting from completion of the restructuring
transactions, Full Members will experience dilution of their voting power on
general matters relative to the voting power of Associate Members, GIMs, IDEMs
and COMs on such matters. This is a material change in your voting rights. Our
current certificate of incorporation and bylaws provide that the Full Members
are entitled to one vote per membership and Associate Members are entitled to
one-sixth of one vote per membership on all matters subject to a membership
vote, while GIMs, IDEMs and COMs do not have the right to vote on any matters.
Upon completion of the restructuring transactions, the holders of the common
stock of CBOT Holdings will have the right to vote on all matters upon which
the stockholders of CBOT Holdings will be entitled to vote generally, including
among other things, the election of directors to the board of directors of CBOT
Holdings. CBOT Holdings, as the holder of the sole Class A membership in the
CBOT subsidiary, will have the exclusive right to vote on most matters
requiring a vote of the members of the CBOT subsidiary, including among other
things, the election of directors to the board of directors of the CBOT
subsidiary. The holders of Class B and Class C memberships will not have voting
rights with respect to matters requiring a vote of the members of the CBOT
subsidiary, except that holders of Series B-1 and Series B-2, Class B
memberships will have limited voting rights to approve changes that would
adversely affect certain core rights relating to the trading rights and
privileges of the Class B memberships. To the extent that they remain holders
of the common stock of CBOT Holdings, GIMs, IDEMs and COMs who do not currently
have voting rights in the CBOT will be entitled as common stockholders to vote
on all matters submitted to the stockholders of CBOT Holdings for a vote. See
"The Restructuring Transactions--Independent Allocation Committee of the Board"
and "Description of Capital Stock."

 Your Relative Liquidation Rights Will Change as a Result of the Restructuring
Transactions and Full Members and GIMs Will Experience Dilution in Their
Relative Liquidation Rights

   As a result of the allocation of common stock of CBOT Holdings among members
and the exclusive right of CBOT Holdings as the sole Class A member of the CBOT
subsidiary to share in the proceeds of liquidation of the CBOT subsidiary
resulting from completion of the restructuring transactions, Full Members and
GIMs will experience dilution of their liquidation rights in CBOT Holdings
relative to the liquidation rights of Associate Members, IDEMs and COMs. Our
current certificate of incorporation and bylaws provide that the members would
share in the proceeds upon liquidation in a ratio of 1.000 : 0.167 : 0.111 :
0.005 : 0.005 to each Full Member, Associate Member, GIM, IDEM and COM,
respectively. This represents an implied allocation

                                       20


among Full Members, Associate Members, GIMs, IDEMs and COMs as follows: 6.00 :
1.00 : 0.67 : 0.03 : 0.03. Upon completion of the restructuring transactions,
CBOT Holdings common stockholders will have the right to share in the proceeds
of liquidation of CBOT Holdings pro rata on the basis of the number of shares
of common stock owned and CBOT Holdings, as the sole Class A member of the CBOT
subsidiary, will have the exclusive right to share in the proceeds of
liquidation of the CBOT subsidiary.

   Accordingly, upon completion of the restructuring transactions, the proceeds
upon liquidation would be shared among CBOT Holdings common stockholders in
accordance with the ratio used to allocate equity in CBOT Holdings pursuant to
the restructuring transactions, which is 5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each
Full Member, Associate Member, GIM, IDEM and COM, respectively. This will
increase somewhat the liquidation rights of stockholders who are now Associate
Members, IDEMs and COMs and will reduce in a corresponding manner the relative
liquidation rights of stockholders who are now Full Members and GIMs. See "The
Restructuring Transactions--Independent Allocation Committee of the Board" and
"Description of Capital Stock."

 Our Business May Be Materially Adversely Affected if We Do Not Timely Complete
the Restructuring Transactions

   If we fail to complete the restructuring transactions substantially in a
timely fashion, our business may be materially adversely affected.
Specifically, we believe that we would likely be significantly less capable of
making decisions on important issues in an expeditious manner, responding
rapidly to the technological innovations currently shaping the derivatives
markets, maximizing the value of our organization or achieving the other
benefits we expect to achieve in connection with the restructuring
transactions, all of which are important to our business strategy. Although we
currently plan to complete the restructuring transactions as promptly as
reasonably practicable following satisfaction of all conditions, we cannot
assure you as to whether or when implementation of the restructuring
transactions will occur. This means that we cannot assure you that we will
obtain the expected benefits or as to the timing of any such benefits. For more
information about the restructuring transactions and the benefits we expect to
achieve in connection with the restructuring transactions, see "The
Restructuring Transactions--Background of the Restructuring Transactions--
Reasons for the Restructuring Strategy."

 We May Incur Material, Unanticipated Costs in Connection with the
 Restructuring Transactions

   We have already incurred substantial expenses in connection with the
restructuring transactions and have planned for additional expenditures
necessary for completion of the transactions. We may, however, incur additional
significant costs and expenses greater than those we have planned for in
connection with the restructuring transactions. We cannot assure you that these
additional costs will not be material to our business.

 We Will Be Unable to Complete the Restructuring Transactions Unless We Can
Obtain a Favorable Ruling from the IRS and/or an Opinion of Counsel

   We have designed and structured the restructuring transactions with the
intention that neither the CBOT nor its members will recognize any gain or loss
for U.S. federal income tax purposes in connection with the demutualization. We
currently expect to file a request for a ruling from the Internal Revenue
Service in the near future to the effect that you will not recognize gain or
loss strictly as a result of the receipt of shares of common stock in CBOT
Holdings and Class B and Class C memberships in the CBOT subsidiary or as a
result of the receipt by CBOT Holdings of the Class A membership in the CBOT
subsidiary in connection with the restructuring transactions. Because there is
limited authority for the tax treatment of the demutualization aspect of our
restructuring transactions, we cannot be sure that the IRS will issue the
requested ruling or, if issued, that we will receive the requested ruling in
the near future. Generally speaking, if the IRS issues a ruling, it is not
received by the requesting company until at least four months after the initial
filing of the ruling request. Moreover, this process can, under certain
circumstances, take significantly longer. Receipt of a favorable ruling

                                       21


from the IRS with respect to receipt by the members of Class B and Class C
memberships in the CBOT subsidiary and receipt of a favorable ruling from the
IRS or an opinion of counsel with respect to the receipt by CBOT Holdings of
the Class A membership in the CBOT subsidiary and receipt by members of common
stock in CBOT Holdings, in each case, in form and substance satisfactory to our
board, are conditions to our obligation to complete the restructuring
transactions, and we will not complete the restructuring transactions unless
and until we receive the ruling and/or opinion, as applicable. Even if we do
receive the requested ruling from the IRS, any significant delay in the
implementation of the restructuring transactions caused by the IRS could
jeopardize our ability to achieve the expected benefits of the restructuring
transactions.

 We Will Be Unable to Complete the Restructuring Transactions Unless We Can
Obtain Necessary Regulatory Approvals, Including from the Commodity Futures
Trading Commission

   In order to complete the restructuring transactions, we currently anticipate
that the Commodity Futures Trading Commission will be asked to approve changes
to our certificate of incorporation, bylaws and rules and regulations, and that
the CFTC will be asked to confirm that implementation of the restructuring
transactions will not have a material adverse effect on our current contract
market designation. If these CFTC approvals and any other necessary regulatory
approvals and authorizations cannot be obtained, we may not be able to complete
the restructuring transactions and any delay in the implementation of the
restructuring transactions caused by the CFTC or other regulators may
jeopardize the expected benefits of the restructuring transactions. Generally
speaking, we currently expect that it could take several months to receive the
necessary approvals from the CFTC. We cannot assure you that the CFTC and other
regulatory approvals will be obtained in connection with the restructuring
transactions or, if obtained, that the approvals will be timely received.

 Common Stockholders of CBOT Holdings May Support Decisions That Are Contrary
to the Interests of Members of the CBOT Subsidiary

   Following completion of the restructuring transactions, it will be possible
for persons who are not holders of memberships in the CBOT subsidiary, and
therefore are not entitled to and do not utilize trading rights and privileges
in the CBOT subsidiary, to hold voting securities of CBOT Holdings, either as a
result of future capital raising activities, if any, or as a result of the sale
or transfer of the shares of common stock to be issued in the restructuring
transactions after expiration of applicable transfer restrictions. In addition,
the holders of Class B and Class C memberships in the CBOT subsidiary will
generally not have the right to vote on matters upon which CBOT Holdings, as
the holder of the sole Class A membership in the CBOT subsidiary, will be
entitled to vote generally, including the right to elect directors. Because
holders of common stock of CBOT Holdings may have solely an economic interest
in the CBOT subsidiary and no interest in the trading opportunities made
available by the CBOT subsidiary, they may be more likely to advocate that CBOT
Holdings use its control over the CBOT subsidiary to maximize the long-term
enterprise value of CBOT Holdings and the CBOT subsidiary rather than to
enhance or protect the trading opportunities available to the Class B members
of the CBOT subsidiary or the exercise right associated with the Class C
memberships in the CBOT subsidiary. This could lead to decisions or outcomes
that are contrary to the interests of Class B and Class C members of the CBOT
subsidiary.

 The Absence of a Prior Public Market Limits Our Ability to Predict Whether and
to What Extent a Public Market Will Develop in Our Shares

   Immediately after the restructuring transactions, all of the common stock of
CBOT Holdings will be held by the members of our organization. There will be no
outside investors in CBOT Holdings' common stock and no market for such stock
at that time. Because we are not offering any shares to outside investors at
this time, we have not undertaken the traditional marketing activities
associated with bringing a company to the public markets. Moreover, we have no
current plans to undertake such activities or to list our shares on a stock
exchange. We do not know whether third parties will find our shares to be an
attractive investment, or whether firms will be interested in making a market
in our stock. Consequently, we cannot assure you that any trading market for
any shares of our capital stock will develop or, if one or more develops, how
strong it may be.

                                       22


 We Cannot Assure You That an Orderly Market in Our Common Stock Will Develop

   The shares of common stock of CBOT Holdings will generally be subject to a
complete restriction on transfer for the first 270 days following the date the
common stock is issued. Thereafter, 15%, 25%, 25% and 35% of the shares of
common stock of CBOT Holdings will be eligible for transfer after the date that
is 270, 450, 630 and 810 days following the date the common stock is issued,
respectively. We have imposed transfer restrictions on the shares of common
stock of CBOT Holdings in order to encourage the development of an orderly
market in our common stock. We cannot give any assurance that these
restrictions will achieve their intended purpose. In addition, if our
stockholders sell a large number of shares of our common stock upon the
expiration of some or all of the transfer restrictions, the market prices for
our common stock could decline significantly.

 The Market Price for Our Shares May Fluctuate Widely and Trade at Prices Below
the Recent Price of Memberships of the CBOT

   The market price of the shares of common stock of CBOT Holdings received by
you in the restructuring transactions may fluctuate widely. Factors causing
these fluctuations will include our perceived prospects, the prospects of the
financial and futures industries and exchanges in general, and differences
between our actual financial and operating results and those expected by
investors. Changes in general economic or market conditions and broad market
fluctuations may influence the market price for our stock. In addition, the
trading rights and privileges associated with CBOT memberships will not be
associated with the common stock of CBOT Holdings after completion of the
restructuring transactions. As a result, the shares of common stock of CBOT
Holdings may trade at prices significantly below the price of the CBOT
memberships in respect of which they were issued.

Risks Relating to Our Business

   Our business, and the value of the stock to be issued by CBOT Holdings, are
subject to the following risks, which include risks relating to the industry in
which we operate.

 We May Be Unable to Meet Our Future Capital and Liquidity Requirements

   Due primarily to lower than historical volumes in our open outcry trading
market and the significant capital expenditures relating to the development and
launch of our newly established electronic trading system and the support of
our open outcry system, we had a working capital deficit for the six months
ended June 30, 2001 of about $14 million. We cannot assure you that we will be
able to meet our future capital expenditure requirements or that we will be
able to secure any additional financing to meet our working capital and capital
expenditure requirements. For more information regarding these and other
factors affecting our liquidity, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

 As a Result of Reductions in Our Workforce, We May Lack Sufficient Personnel
to Run CBOT Holdings and the CBOT Subsidiary

   We have experienced a significant reduction in staffing over the last two
years. From January 2000 through June 30, 2001, the number of our employees has
decreased by 157, which represented about an 18% reduction in our total
workforce. In addition, on September 19, 2001, we further reduced our staffing
by eliminating 51 positions. We cannot assure you that we will be able to
successfully run our business with this reduced number of employees. We may
desire or need to recruit additional employees. However, we cannot assure you
that we can successfully recruit these persons.

 Our Decision to Operate Both Pit-Based, Open Outcry Trading and Electronic
Trading, Including Our Commitment to Maintain Open Outcry Markets, May
Materially Adversely Affect Our Operating Costs, Markets and Profitability

   It is expensive in terms of costs and management and other resources to
continue operating two trading systems for the same products. Our current
business strategy involves the operation of both pit-based, open

                                       23


outcry trading and electronic trading systems for our products. In addition,
the certificate of incorporation of the CBOT subsidiary will contain a
provision requiring the CBOT subsidiary to maintain current open outcry markets
so long as each such market is deemed liquid under the terms of the certificate
of incorporation unless the discontinuance of any such market is approved by
the holders of Series B-1 and Series B-2, Class B members of the CBOT
subsidiary. As a result, the CBOT subsidiary will be obligated under the terms
of its certificate of incorporation to provide financial and other support to
these markets. We may not have sufficient resources to adequately fund or
manage both trading systems. This may result in resource allocation decisions
that adversely impact one or both systems. Also, if we continue to operate both
trading systems, liquidity on each may be less than the liquidity on a
competitive unified trading system, making our trading systems less attractive
and less competitive. As a result, our total revenues may be lower than if we
operated only open outcry trading or only electronic trading. Moreover, to the
extent that we continue to operate two trading systems, our board and
management may make decisions which are designed to enhance the continued
viability of two separate trading systems. These decisions may have a negative
impact on the overall competitiveness of each trading system.

 We are Subject to Certain Risks Associated with the Globalization of Our
Business

   We expect that the expansion of our electronic markets will increase the
portion of our business that is generated from outside the United States. We
have entered into a strategic alliance with the Eurex Group, a Swiss-German
group that operates the world's largest derivatives exchange, and that alliance
may be expanded to include other exchanges inside and outside the United
States. The globalization of our business presents a number of inherent risks,
including, among other things, the following:

  . potential difficulty of enforcing agreements and collecting receivables
    through certain foreign legal systems;

  . the evolving global tax treatment of electronic commerce, and the
    possibility that foreign governments could adopt onerous or inconsistent
    tax policies with respect to taxation of products traded on our markets
    or of the services that we provide;

  . tax rates in certain foreign countries may exceed those of the United
    States and foreign earnings may be subject to withholding requirements or
    the imposition of tariffs, exchange controls or other restrictions;

  . listed derivatives markets are regulated in most developed nations, and
    it may be impractical for us to secure or maintain the regulatory
    approvals necessary for our markets to be accessible from one or more
    nations;

  . certain of our expenses are denominated in foreign currencies, including
    expenses relating to the a/c/e system denominated in euros, which exposes
    us to the risk of fluctuating exchange rates and we may not fully
    eliminate this risk through our hedging activity;

  . general economic and political conditions in the countries from which our
    markets are accessed may have an adverse effect on our trading from those
    countries; and

  . it may be difficult to enforce our intellectual property rights in
    certain foreign countries.

   As we expand our business globally, our success will be dependent, in part,
on our ability to anticipate and manage these and other risks effectively. We
cannot assure you that these and other factors will not have a material adverse
effect on our business as a whole.

 We May Not Be Successful in Executing our Electronic Trading Strategy

   We have committed substantial resources to develop our electronic trading
capabilities. We began to offer our products electronically over the a/c/e
system, which is the product of our alliance with the Eurex Group, in August
2000. In implementing this system, we balanced the desire to maximize system
functionality against the

                                       24


associated costs, in both capital expenditure and time to market. While we
believe these decisions will benefit our electronic trading capabilities, we
cannot assure you these initiatives will be successful. For instance:

  . contract volume may be lower than the break-even volume on which we
    budgeted costs for the a/c/e system, either because overall volume is
    lower than our projections, because the portion of volume traded
    electronically is lower than we projected or because our market share is
    lower than we projected;

  . competitors that offer systems capable of 24-hour trading may gain a
    competitive advantage over the a/c/e system, which is not yet capable of
    operating 24 hours a day; and

  . users may prefer the features and technology of other systems or products
    of other exchanges over ours.

 We Are Subject to Certain Risks Relating to the Operation of an Electronic
 Trading Market

   The foundation of our electronic trading strategy is our alliance with the
Eurex Group. We have a perpetual license to use the base software and, with
Deutsche Borse AG and the Swiss Stock Exchange, we own and have the right to
use certain modifications to that software. If our alliance with the Eurex
Group is terminated, our agreements provide for the provision of transition
services while we find another technology platform and/or provider. However, we
cannot assure you that we would be able to replace this technology in a timely
or cost-effective manner. In addition, we cannot assure you that the Eurex
Group would provide such transition services if the alliance is terminated as a
result of a party's breach of such agreements.

   We are subject to risks relating generally to the provision of electronic
transaction services which include our failure or inability to:

  . purchase, develop or implement new, enhanced or updated versions of
    electronic trading software;

  . attract independent software vendors to write front-end software that
    effectively accesses our electronic trading system;

  . increase the number of devices, e.g., trading and order routing
    terminals, capable of sending orders to our floor and to our electronic
    trading system; and

  . respond effectively to technological developments or service offerings by
    competitors.

If our electronic trading operations are not successful, our business or future
financial condition or operating results could be materially adversely
affected.

 Because We Do Not Control the Joint Venture, We Are Dependent Upon the
Cooperation of Our Joint Venture Partners

   Our alliance with the Eurex Group involves significant risks. We cannot give
any assurance that the Eurex Group will share our views or long-term strategic
goals with respect to the development of electronic trading. The joint venture
operating agreement is not yet signed and is not likely to be finished until
decisions are made regarding its structure and functions. Although we have a
perpetual license to the base software and, with Deutsche Borse AG and the
Swiss Stock Exchange, own and have the right to use certain modifications to
the software that have been created to the present date, the alliance has
outsourced the operation of the system to Deutsche Borse Systems AG, a
subsidiary of Deutsche Borse AG. As a result, we will also be dependent upon
our venture partners for the day-to-day operation of the a/c/e system.

 Our Decision Not to Fund the Development of Certain Upgrades to the a/c/e
System Could Significantly Harm Our Electronic Trading Operations

   A principal objective of the agreements relating to our alliance with the
Eurex Group is the development of updates and enhancements to the common source
code for the software that operates the electronic markets of the CBOT and
Eurex. The parties' general agreement to share the cost of this development and
to deploy sufficient resources to achieve this objective is subject to a
party's unilateral right to decline to accept and pay

                                       25


for an enhancement, in which case it would forego the right to use that
enhancement until it reimburses the other party for one-half of the costs
relating to the development of the update. We were granted a perpetual royalty-
free license to the Eurex Release 2.0 software on October 1, 1999, and we have
paid for or agreed to pay for certain other modifications that have been made
to the software since September 1998.

   Our financial resources were depleted as a result of, among other things,
lower trading volumes in 2000 and the substantial expenditures necessary to
launch and operate the a/c/e system and support our open outcry system. In
order to conserve our financial resources and as a result of our belief that
the expected benefits would not justify the costs, we have declined to
participate in the development of the next release of the a/c/e software, a/c/e
Release 2.0. We understand that the Eurex Group is proceeding on its own with
the development of this release. We believe that the CBOT and the Eurex Group
are not obligated by the agreements between the parties to jointly fund the
development of any particular enhancement. If we later elect to use
enhancements contained in a/c/e Release 2.0, we will be obligated to reimburse
Deutsche Borse AG and the Swiss Stock Exchange for one-half of the development
costs of those enhancements. The Eurex Group has taken the position that our
agreements with them require Ceres to participate in the joint development of
a/c/e Release 2.0 and formally invoked the dispute resolution procedure
established under these agreements in connection with this issue. The parties
have commenced discussions to attempt to resolve this and other issues, but no
assurance can be made about whether, when or how this issue will be resolved.
For more information on this issue, see "Our Business--Execution Facilities--
Electronic Trading."

 Intense Competition Could Materially Adversely Affect Our Market Share and
Financial Performance

   The futures industry is highly competitive. Many of our competitors and
potential competitors are more established or have greater financial resources
than we do. We expect that competition will intensify in the future as a result
of continuing consolidation in the futures exchange industry and the increasing
automation of risk management services. Many of our competitors also have
greater marketing capabilities and financial, technological and personnel
resources.

   Competitive pressures may cause us to re-evaluate our current business model
and strategy. For example, in an industry where substantially all derivatives
are traded electronically, the concept of an open outcry exchange, including
the services we provide and our sources of revenue, may change swiftly and
substantially. Increased development of the electronic trading markets could
increase substantially competition for some or all of the products and services
we currently provide.

   In addition, our competitors may:

  . respond more quickly to competitive pressures due to their corporate
    governance structures, which may be more flexible and efficient than our
    corporate-governance structure;

  . develop similar products that are preferred by our customers;

  . develop non-traditional alternative risk transfer products that compete
    with our products;

  . price their products and services more competitively;

  . develop and expand their network infrastructures and service offerings
    more efficiently;

  . adapt more swiftly to new or emerging technologies and changes in client
    requirements;

  . utilize better, more user-friendly and more reliable technology;

  . take greater advantage of acquisitions, alliances and other
    opportunities;

  . more effectively market, promote and sell their products and services;

  . better leverage existing relationships with clients and strategic
    partners or exploit better recognized brand names to market, distribute
    and sell their services; and

  . exploit regulatory disparities between traditional, regulated exchanges
    and alternative markets that benefit from a reduced regulatory burden and
    a lower-cost business model.

                                       26


   Our current and prospective competitors are numerous and include securities
exchanges, futures and options exchanges, market data and information vendors,
electronic communications networks, crossing systems and similar entities,
consortia of large customers and some of our clearing member firms and
interdealer brokerage firms. We may also face competition from computer
software companies and media and technology companies. The number of businesses
providing Internet-related financial services, which are sometimes referred to
as "e-commerce" businesses, has grown rapidly, and other companies have entered
into, or are forming, joint ventures or consortia to provide services similar
to those provided by us. Further, many of our competitors are already for-
profit companies with more modern corporate governance structures that enable
them to make decisions more quickly and efficiently and enhance their overall
competitiveness. For more information concerning the competitive nature of our
industry and the challenges we face, see "Our Business--Competition."

 We Are Dependent Upon the Clearing Services of the Board of Trade Clearing
 Corporation

   Currently, all of the contracts traded on the CBOT and on our wholly owned
subsidiary, the MidAmerica Commodity Exchange, are cleared through the Board of
Trade Clearing Corporation. The Board of Trade Clearing Corporation has
agreements with our clearing members to provide clearing services and data
processing with respect to transactions on the CBOT and the MidAmerica
Exchange. Although the Board of Trade Clearing Corporation has agreed to
provide its services to our clearing members, you should be aware that the loss
of any of its services with respect to transactions on the CBOT may have a
material adverse effect on our operations. In addition, the Board of Trade
Clearing Corporation has entered into arrangements to provide clearing services
to parties unaffiliated and, in certain instances, in direct competition, with
the CBOT. As a result, the CBOT may experience some loss of service as a result
of the Board of Trade Clearing Corporation's reallocation of resources, which
could also have a material adverse effect on our operations. We cannot assure
you that we will be able to obtain alternative clearing and data processing
arrangements in a timely or cost-effective manner.

 We Have No Written Contract For Clearing Services With Our Clearing
 Organization

   We believe that the services of the Board of Trade Clearing Corporation to
our clearing members provide us with a competitive advantage as the only
futures and options on futures exchange whose contracts are cleared through an
entity with a "AAA" rating by Standard & Poor's. However, we currently do not
have a written contract with the Board of Trade Clearing Corporation that would
obligate it to continue to provide its clearing services to our clearing
members. Although we are currently considering negotiating such a written
contract with the Board of Trade Clearing Corporation, we cannot assure you
that we will determine to do so or, if we so determine, that we will be
successful in entering into such a written contract.

 Computer and Communications Systems Failures and Capacity Constraints Could
Harm Our Reputation and Our Business

   Our failure to operate, monitor or maintain our computer systems and network
services or, if necessary, to find a replacement for our technology in a timely
and cost-effective manner could have a material adverse effect on our
reputation, business, financial condition and operating results. We rely and
expect to continue to rely on third parties for various computer and
communications systems, such as telephone companies, on-line service providers,
data processors, clearance organizations and software and hardware vendors. Our
systems or those of our third party providers may fail, causing one or more of
the following effects:

  . unanticipated disruptions in service to customers;

  . slower response times;

  . delays in trade execution;

  . decreased customer satisfaction;

  . incomplete or inaccurate accounting, recording or processing of trades;

  . financial losses;

                                       27


  . security breaches;

  . litigation or other customer claims; and

  . regulatory sanctions.

   We cannot assure you that we will not experience system failures, outages or
interruptions that will materially adversely affect our business. Any failures
that cause an interruption in service or decrease our responsiveness, including
failures caused by customer error or misuse of our systems, could impair our
reputation, damage our brand name and have a material adverse effect on our
business, financial condition and operating results.

 We May Not Effectively Manage Our Growth

   We intend to develop and expand our business, including both our open outcry
and electronic trading systems. This growth may place a significant strain on
our management, personnel, systems and resources. We must continue to improve
our operational and financial systems and managerial controls and procedures,
and we will need to continue to expand, train and manage our technology
workforce. We must also maintain close coordination among our technology,
compliance, accounting, finance, marketing and sales organizations. We cannot
assure you that we will manage our growth effectively, and failure to do so
could have a material adverse effect on our business, financial condition and
operating results.

 We May Not Be Able to Keep Up With Rapid Technological Changes

   To remain competitive, we must continue to enhance and improve the
responsiveness, functionality, accessibility and features of our proprietary
software, network distribution systems and other technologies. The financial
services and e-commerce industries are characterized by rapid technological
change, changes in use and customer requirements and preferences, frequent
product and service introductions embodying new technologies and the emergence
of new industry standards and practices that could render obsolete our existing
proprietary technology and systems. Our success will depend, in part, on our
ability to:

  . develop or license leading technologies useful in our business;

  . enhance our existing services;

  . develop new services and technology that address the increasingly
    sophisticated and varied needs of our existing and prospective clients;
    and

  . respond to technological advances and emerging industry standards and
    practices on a cost- effective and timely basis.

We cannot assure you that we will be able to successfully implement new
technologies or adapt our proprietary technology and transaction-processing
systems to customer requirements or emerging industry standards. We cannot
assure you that we will be able to respond in a timely manner to changing
market conditions or customer requirements, and a failure to so respond could
have a material adverse effect on our business, financial condition and
operating results.

   We have decided not to participate in the development of the next set of
upgrades to the a/c/e system, which means that we will not use those upgrades.
We cannot assure you that our decision will not materially delay the
implementation of technical upgrades necessary for the a/c/e system to remain
competitive with other exchanges. For more information on our decision not to
participate in the development of system upgrades, see "--Our Decision Not to
Fund the Development of Certain Upgrades to the a/c/e System Could
Significantly Harm Our Electronic Trading Operations."

 Declines in the Global Financial Markets May Materially Adversely Affect Our
 Business

   Adverse economic and political conditions may cause declines in global
financial markets and may affect our operating results. The global financial
services business is, by its nature, risky and volatile and is directly

                                       28


affected by many national and international factors that are beyond our
control. Any one of these factors may cause a substantial decline in the U.S.
and global financial services markets, resulting in reduced trading volume.
These events could materially adversely affect our business. These factors
include:

  . economic and political conditions in the United States and elsewhere in
    the world;

  . wavering institutional/consumer confidence levels;

  . the availability of cash for investment by mutual funds and other
    wholesale and retail investors; and

  . legislative and regulatory changes.

   In particular, U.S. Treasury bond futures and options contracts comprised
about 39% of our financial product volume and about 29% of our total
transaction volume for the first half of 2001. Further reductions in the amount
of U.S. Treasury bonds outstanding or adverse changes in investors' preferences
for futures contracts on fixed income obligations issued or backed by the U.S.
Government, including increased demand by investors in fixed income obligations
with shorter-term maturities, may adversely effect our business, financial
condition and operating results.

 Strategic Alliances May Not Generate Increased Trading in Our Electronic
 Marketplaces

   We currently believe that strategic alliances will play an important role in
our long-term success. For example, we believe that our alliance with the Eurex
Group will enable us to offer a wider portfolio of products, expand into cash
markets and increase customer reach by obtaining access to our strategic
partners' distribution network and allowing us to offer products to the
strategic partners' customers. We cannot assure you that our alliance with the
Eurex Group or any other alliance of ours will generate the increased trading
volumes we are seeking.

   Through our alliance with the Eurex Group or otherwise, we may seek to enter
into alliances or other arrangements with other parties. However, we cannot
provide you any assurances as to our success in this regard. To the extent that
we do enter into alliances or other arrangements, some of these alliances may
be intended to generate increased trading volume at the CBOT, and in other
cases, alliances may provide operating services to exchange clients in exchange
for a fee. We cannot assure you that we will be successful in either
developing, or fulfilling the objectives of, any such alliance. Our
participation in these alliances may strain our resources and may limit our
ability to pursue other strategic and business initiatives.

   As part of our alliance with the Eurex Group, the parties have agreed to
move as quickly as possible to cause U.S. equity options to become available
for trading on the a/c/e system. To date, we have not identified an entity with
the appropriate regulatory approvals that is willing to participate in this
opportunity. As described above in "--Our Decision Not to Fund the Development
of Certain Upgrades to the a/c/e System Could Significantly Harm Our Electronic
Trading Operations," those discussions have commenced, but no assurance can be
made about whether, when or how this issue will be resolved.

 Our Business is Subject to Risks Related to our Real Estate Holdings

   Revenue from our building services operations represented about 11% of our
operating revenue for the first six months of 2001. Lower occupancy rates,
market rental rates and non-renewal of leases by tenants could have a material
adverse effect on our future business services revenue, overall financial
condition and operating results. Any decrease in leased space from our six
largest tenants could also affect future building service revenue if there is
no corresponding demand for the vacated office space. Furthermore, most of our
tenants are engaged in businesses that are directly or indirectly related to
the brokerage/trading industry or related areas of financial services and
adverse business conditions affecting those businesses could have a material
adverse effect on our occupancy rates and building services revenues.

                                       29


Risks Relating to Regulation and Litigation

   We are subject to the following risks in connection with the regulation of,
and litigation relating to, our business.

 We May Not Be Able to Maintain Our Self-Regulatory Responsibilities

   Some financial services regulators have publicly stated their concerns about
the ability of a financial exchange, organized as a for-profit corporation, to
adequately discharge its self-regulatory responsibilities. Our regulatory
programs and capabilities contribute significantly to our brand name and
reputation. Although we believe that we will be permitted to maintain these
responsibilities, we cannot assure you that we will not be required to modify
or restructure our regulatory functions in order to address these or other
concerns. Any such modifications or restructuring of our regulatory functions
could entail material costs, which we have not currently planned for.

 We Are Subject to Significant Risks of Litigation

   Many aspects of our business involve substantial risks of liability.
Dissatisfied customers frequently make claims regarding quality of trade
execution, improperly settled trades, mismanagement or even fraud against their
service providers. We may become subject to these claims as the result of
failures or malfunctions of systems and services provided by us. We could incur
significant legal expenses defending claims, even those without merit. Although
the Commodity Exchange Act and our CFTC-approved disclaimer and limitation of
liability rules offer us some protections, an adverse resolution of any
lawsuits or claims against us could have a material adverse effect on our
reputation, business, financial condition and operating results.

   We are subject to litigation in which the plaintiffs are seeking significant
monetary recovery from the CBOT. See "Our Business--Legal Proceedings--Patent
Rights Litigations" and "--Soybean Antitrust Litigation." We cannot assure you
that we will be successful in defending these matters and any resulting
judgment could have a material adverse impact on our financial condition. In
addition, we are subject to legal proceedings and claims as a result of the
restructuring transactions. See "Our Business--Legal Proceedings--Minority
Member Litigation" and "--Chicago Board Options Exchange Dispute."

 Any Infringement by Us on Patent Rights of Others Could Result in Litigation
and Could Materially Adversely Affect Our Operations

   Our competitors as well as other companies and individuals may obtain, and
may be expected to obtain in the future, patents that concern products or
services related to the types of products and services we offer or plan to
offer. We cannot assure you that we are or will be aware of all patents
containing claims that may pose a risk of infringement by our products,
services or technologies. In general, if one or more of our products, services
or technologies were to infringe patents held by others, we may be required to
stop developing or marketing the products, services or technologies, to obtain
licenses to develop and market the services from the holders of the patents or
to redesign the products, services or technologies in such a way as to avoid
infringing on the patent claims. If we were unable to obtain these licenses, we
may not be able to redesign our products, services or technologies to avoid
infringement, which could materially adversely affect our business, financial
condition and operating results.

   In particular, we have been named as a defendant in a lawsuit that alleges
that we have infringed a U.S. patent entitled "Automated Futures Trading
Exchange." If the plaintiffs are successful in this litigation, we may be
required to obtain a license to develop, market and use our electronic trading
systems, to cease developing, marketing or using those systems, or to redesign
such systems to avoid patent infringement. We cannot assure you that we will be
able to obtain such a license or that we would be able to obtain it at
commercially reasonable rates. Alternatively, to the extent we cannot obtain
such a license, we may be required to redesign our electronic trading systems.
As a result, if we are unsuccessful in defending this litigation, our business,
including our ability to implement our electronic trading strategies, could be
adversely affected. For more information, see "Our Business--Legal
Proceedings--Patent Rights Litigation."

                                       30


 Misconduct Could Harm Us and is Difficult to Detect

   Although we perform significant self-regulatory functions, there have been a
number of highly publicized cases involving fraud or other misconduct in the
futures industry in recent years. We run the risk that the Class B members of
the CBOT subsidiary and other persons who use our markets will engage in fraud
or other misconduct, which could result in regulatory sanctions and serious
reputational harm. It is not always possible to deter misconduct, and the
precautions we take to prevent and detect this activity may not be effective in
all cases.

 The Existing Legal Framework for Our Industry Has Been Modified to Lower
Barriers to Entry and Decrease Continuing Regulatory Costs for Competitors

   Our industry has been subject to several fundamental regulatory changes,
including changes in the statute under which we have operated since 1974. The
Commodity Exchange Act generally required all futures contracts to be executed
on an exchange that has been approved by the Commodity Futures Trading
Commission. The exchange trading requirement was modified by CFTC regulations
to permit privately negotiated swap contracts to be transacted in the over-the-
counter market. The CFTC exemption under which the over-the-counter derivative
market operated precluded the over-the-counter market from avoiding CFTC
regulation for exchange-like electronic transaction systems and clearing. These
regulatory restrictions on the over-the-counter market were repealed by the
Commodity Futures Modernization Act of 2000. It is possible that the chief
beneficiaries of the Commodity Futures Modernization Act will be over-the-
counter dealers and competitors that operate or intend to open electronic
trading facilities or to conduct their futures business directly among
themselves on a bilateral basis. The customers who may access such electronic
exchanges or engage in such bilateral private transactions are the same
customers who conduct the vast majority of their financial business on
regulated exchanges. The Commodity Futures Modernization Act also permits
banks, broker-dealers and some of their affiliates to engage in foreign
exchange futures transactions for or with retail customers without being
subjected to regulation under the Commodity Exchange Act.

   In the future, our industry may become subject to new regulations or changes
in the interpretation or enforcement of existing regulations. We cannot predict
the extent to which any future regulatory changes may adversely affect our
business. For more information about potential changes in our regulatory
environment, see "Our Business--Regulation--Changes in Existing Laws and
Rules."

Risks Relating to Changes in Our Corporate Governance Structure

   The following risks relate to changes to our corporate governance structure
that will occur as part of the restructuring transactions.

 Substantial Elimination of the Petition Process and Other Changes to Our
Corporate Governance Structure Will Significantly Reduce the Influence of the
Members in the Management of CBOT Holdings and the CBOT Subsidiary

   As a result of completion of the restructuring transactions, our members
will have substantially less authority to control the day-to-day management and
operations of CBOT Holdings and the CBOT subsidiary. Following completion of
the restructuring transactions, the holders of the common stock of CBOT
Holdings will have the right to vote on all matters upon which the stockholders
of CBOT Holdings are entitled to vote generally, including among other things,
the election of directors to the board of directors of CBOT Holdings. However,
the holders of the common stock of CBOT Holdings will not be entitled to
initiate proposals to amend the certificate of incorporation of CBOT Holdings
or, as described below, the certificate of incorporation, bylaws and rules and
regulations of the CBOT subsidiary. Any proposal by stockholders of CBOT
Holdings to amend the bylaws of CBOT Holdings may only be brought to a vote at
an annual meeting in accordance with the bylaws of CBOT Holdings, which will
generally require advance notice of any proposal not less than 30, nor more
than 75, days in advance of the first anniversary of the mailing of proxy
materials for the preceding year's annual meeting. Any stockholder proposal to
adopt, repeal or amend the bylaws will

                                       31


require the approval of two-thirds of the voting power of the stockholders of
CBOT Holdings entitled to vote generally in the election of directors. In
addition, stockholders will not have authority to call special meetings of
stockholders or take action by written consent of stockholders.

   CBOT Holdings, as the holder of the sole Class A membership in the CBOT
subsidiary, will have the exclusive right to vote on most matters requiring a
vote of the members of the CBOT subsidiary, including among other things, the
election of directors to the board of directors of the CBOT subsidiary. The
holders of Class B and Class C memberships will not have voting rights with
respect to matters requiring a vote of the members of the CBOT subsidiary,
except that holders of Series B-1 and Series B-2, Class B memberships will have
limited voting rights to approve changes that would adversely affect certain
core rights relating to the trading rights and privileges of Class B
memberships. This means that the holders of Class B and Class C memberships
will generally not have the authority to adopt, repeal or amend the certificate
of incorporation, bylaws and rules and regulations of the CBOT subsidiary.
Collectively, these changes will significantly reduce the influence of our
members and may lead to decisions and outcomes that differ from those made
under our current certificate of incorporation, bylaws and rules and
regulations. This significant reduction in the ability of our members to
participate in the day-to-day management and operations of CBOT Holdings and
the CBOT subsidiary may make our organization less attractive to our current
members. As a result, they may seek to conduct their business at, or obtain
membership in, one or more other exchanges. A loss or material diminution of
member trading activity could negatively impact liquidity and trading volumes
in our products. A material reduction in the aggregate capital provided by our
clearing members to guarantee trades by them and their customers could lead to
a reduction in trading activity on our exchange, and make it more difficult for
us to generate revenue or to sustain growth.

 Changes in Our Corporate Governance Structure Will Eliminate Many Member-
Dominated Committees Which Will Significantly Limit the Influence of the
Members in the Management of CBOT Holdings and the CBOT Subsidiary

   Our current governance structure grants significant decision-making
authority to various member-dominated committees, which we believe
significantly reduces our ability to make strategic or executive decisions in a
timely or efficient manner. It is currently expected that, subject to any
applicable regulatory requirements, we will eliminate many of these committees
in connection with the restructuring transactions. After completion of the
restructuring transactions, our management and the management of the CBOT
subsidiary will be given significant decision-making responsibilities,
including with respect to matters currently addressed by such member-dominated
committees, as well as the requisite authority to make such decisions. We
currently expect that management of CBOT Holdings will make decisions in a
manner intended to enhance stockholder value over the long term, which may lead
to decisions or outcomes that differ from the decisions and outcomes that are
made by our current board of directors and committees under our current
governance structure.

 Delaware Law May Protect Decisions of the Board of Directors That Have
Different Effects on the Holders of Class A, Class B and Class C Memberships of
the CBOT Subsidiary

   In the context of stock corporations, Delaware law generally provides that a
board of directors owes an equal duty to all stockholders, regardless of class
or series, and does not provide separate or additional duties to any particular
group of stockholders. As a nonstock corporation with multiple classes of
memberships, the board of directors of the CBOT subsidiary may have similar
obligations to each class of membership. Moreover, the certificate of
incorporation of the CBOT subsidiary will include unique provisions that are
intended to protect certain core rights associated with the trading rights and
privileges of Class B members, including, among other things, a commitment to
maintain current open outcry markets so long as each such market is deemed
liquid under the terms of the certificate of incorporation unless the
discontinuance of any such market is approved by the Series B-1 and Series B-2,
Class B members of the CBOT subsidiary. Such provisions may have the effect of
requiring the board of directors to make certain decisions that would benefit
one or more series of Class B members but not the Class A member or Class C
members, or which would affect the Class C members, the Class A member and one
or more series of Class B members differently.

                                       32


   More generally, the board of directors of the CBOT subsidiary may make
decisions that may have the effect of benefitting one class of membership over
the other, or which affect the holders of each class or series of membership
differently. Delaware law will generally protect these decisions so long as the
board of directors of the CBOT subsidiary acts in a disinterested, informed
manner with respect to these decisions, in good faith and in the belief that it
is acting in the best interests of the corporation and its members generally.

 Effects of Certain Provisions Could Enable the Board of Directors of CBOT
Holdings to Prevent or Delay a Change of Control

   Some of the provisions of the certificate of incorporation and bylaws of
CBOT Holdings, as well as a stockholder rights plan of CBOT Holdings, if
adopted, could, together or separately:

  . discourage potential acquisition proposals;

  . delay or prevent a change in control; or

  . limit the price that investors might be willing to pay in the future for
    shares of the common stock of CBOT Holdings.

   CBOT Holdings' certificate of incorporation and bylaws will provide, among
other things, that stockholders may not take action by written consent and that
special meetings of stockholders may only be called by the chairman, the
president or the board. In addition, following completion of the restructuring
transactions, the board of CBOT Holdings will be able to issue up to 10,000,000
shares of preferred stock with rights and privileges that might be senior to
issued common stock without stockholder approval. Furthermore, we currently
anticipate that the board of CBOT Holdings would likely be asked to consider,
and may adopt, a stockholder rights plan in connection with an underwritten
public offering of its common stock, if any. These provisions could prevent or
delay a change of control or could limit the price some investors might be
willing to pay in the future for shares of common stock of CBOT Holdings.

   Our board believes that these provisions will protect stockholders over the
long term and ensure that stockholders receive fair compensation for their
shares in the event of an unsolicited takeover attempt. Our board believes that
provisions substantially similar to those that will be applicable to CBOT
Holdings have been widely adopted by public companies.

   Following the completion of the restructuring transactions, a change of
control of the CBOT subsidiary could not occur without the consent of CBOT
Holdings as the holder of the sole Class A membership.

 Issuance of Additional Shares of Capital Stock Will Dilute the Value of the
 Shares We Issue to You

   CBOT Holdings will have a significant number of authorized but unissued
shares of common stock that may be issued in the future at the discretion of
its board of directors, without stockholder approval. The board of directors of
CBOT Holdings may also issue newly created series of preferred stock which may
be convertible into other shares of CBOT Holdings, including shares of common
stock, without stockholder approval. In particular, following completion of the
restructuring transactions, the board of directors of CBOT Holdings will have
available for issuance over 60,000,000 shares of common stock and up to a total
of 10,000,000 shares of preferred stock. In addition, we currently expect to
adopt a long-term equity incentive plan under which stock-based awards may be
made to employees and directors of CBOT Holdings and its subsidiaries,
including the CBOT subsidiary, and certain other persons. If additional shares
of common stock are issued in connection with future acquisitions, the
incentive plan or for any other purpose, your equity interest in CBOT Holdings
will be diluted and the market price or value of your shares, if any, could
decline. The board of directors of CBOT Holdings is expected to consider the
potential dilutive effects of any subsequent issuance of common stock, or
securities convertible into shares of common stock, in relation to the value
generated or expected to be generated in connection with their issuance.
However, we cannot assure you that the board of directors of CBOT Holdings will
not authorize the issuance of additional shares of common stock, preferred
stock or securities convertible into shares of common stock, in the future.

                                       33


                         THE RESTRUCTURING TRANSACTIONS

Overview

   As a result of rapidly evolving changes in the futures industry, principally
the increasing importance of electronic trading, we have determined that it is
necessary to restructure our organization in order to enhance its
competitiveness. Over the last several years, with the assistance of various
outside advisors, we have conducted an ongoing and extensive evaluation process
with respect to our need to restructure. As a result of this process, we have
developed, and are proposing for your approval, a series of transactions
designed to restructure the CBOT.

   The restructuring transactions are designed to demutualize our organization
by creating a stock, for-profit holding company, CBOT Holdings, and
distributing shares of common stock of CBOT Holdings to our members while
maintaining the CBOT as a nonstock subsidiary of CBOT Holdings, modernize our
corporate governance structure in order to improve its corporate decision-
making process and reorganize and consolidate our electronic trading business
into our eCBOT subsidiary. We believe that the completion of the restructuring
transactions will enable us to enhance our competitiveness within the futures
industry, including both the open outcry and electronic trading markets.

   We currently anticipate that we will complete the restructuring transactions
as soon as reasonably practicable following membership approval of the
restructuring transactions, subject to receiving a favorable ruling from the
Internal Revenue Service and/or opinion of counsel, and any required regulatory
approvals from the Commodity Futures Trading Commission. However, our
obligation to complete the restructuring transactions is subject to
satisfaction of a number of conditions, including, among other things, a
condition that our board of directors shall not have determined that the
restructuring transactions are no longer in the best interests of the CBOT and
its members or are not fair to each class of CBOT membership. For more
information about the IRS ruling and opinion of counsel, CFTC approvals and
other conditions to our obligation to complete the restructuring transactions,
see "--Regulatory Matters" and "--Conditions to Completing the Restructuring
Transactions."

Background of the Restructuring Transactions

 Development of the Restructuring Strategy

   We were organized in 1848 as a voluntary, unincorporated association to
serve as an open outcry marketplace for the growing agricultural market in
Chicago. In 1859, the Illinois General Assembly, by legislative act, granted us
a special charter that incorporated our organization. In August 2000, we
reincorporated in Delaware, and we currently exist as a Delaware nonstock, not-
for-profit corporation.

   Now in our 153rd year of operation, we have become a leader in the domestic
listed derivatives market. According to industry data provided by the Futures
Industry Institute, in the first half of 2001, we had about a 9% share of the
global listed futures, options on futures and equity index market. According to
industry data provided by the Futures Industry Association, we ranked third
worldwide among futures exchanges in volume of contracts traded in the first
half of 2001, transacting about 42% of the global listed agricultural futures
and options contracts, e.g., wheat, corn, soybeans, and about 16% of the global
listed financial futures and options contracts, e.g., U.S. Treasury bonds and
notes. In addition, as the "Chicago Board of Trade," we believe that we have
one of the strongest brand names in the futures industry.

   Competitive conditions in the futures industry have changed significantly in
the last decade due to innovations in the computer and communications
industries. As a result, maintaining our competitive position has become
increasingly challenging. To meet the challenges and opportunities associated
with the increasing importance of electronic trading, in 1992 we began to make
our products available for electronic trading, initially, on the Globex system,
and, beginning in 1994, on the Project A electronic trading system, which was
operated by the electronic trading division of Ceres until August 25, 2000. On
August 27, 2000, Ceres, through

                                       34


its participation in an alliance with the Eurex Group, began to operate the
a/c/e electronic trading system, which allows CBOT and Eurex members to access
their respective markets from a common front end. As of June 30, 2001, total
volume traded on the a/c/e/ system surpassed an aggregate of about 30.2 million
contracts traded since it became operational.

   Notwithstanding the success of the Globex system, Project A and other
electronic trading initiatives, the Strategy Committee of our board of
directors concluded in early 1999 that changes to our organizational structure
were desirable in order to respond to the increasingly competitive challenges
presented by electronic trading as well as other exchanges. This conclusion was
adopted in a strategic plan approved by our board of directors in August 1999.

   In addition, in July 1999, our board of directors established a
Restructuring Task Force, composed of directors and non-director members of the
CBOT. The Restructuring Task Force was charged with developing a restructuring
strategy designed to modernize our organizational structure and a corporate
governance mechanism designed to position us to compete more effectively in the
evolving marketplace.

   Over the following six months, the Restructuring Task Force conducted an
extensive strategic analysis, assisted by the management of the CBOT, A.T.
Kearney, Inc., a management consulting firm, Merrill Lynch & Co., an investment
banking firm, Kirkland & Ellis, as legal counsel to the CBOT and the board of
directors, and Piper Marbury Rudnick & Wolfe, as special legal counsel to the
Restructuring Task Force.

   As part of this strategic analysis, the Restructuring Task Force, together
with its advisors, reviewed our business, including our organizational and
corporate governance structures, and current industry trends and practices. The
findings of the Restructuring Task Force formed the basis for a recommendation
to our board of directors, which included objectives for a restructuring
strategy and a detailed business outline, including alternative organizational
structures.

   In January 2000, our board of directors approved a general restructuring
strategy recommended by the Restructuring Task Force, subject to the board of
directors' further review, consideration and approval of the definitive terms
and structure of the transactions designed to implement the strategy, which had
not yet been formulated. The restructuring strategy generally contemplated the
restructuring of the CBOT into two separate for-profit companies, one
conducting the CBOT's open outcry business and the other conducting the CBOT's
electronic trading business, and the distribution of shares of stock in both
companies to the current CBOT members. The strategy also contemplated the
possibility that the then proposed electronic trading company might conduct an
offering of shares of its stock to the public at or around the time of its
separation from the open outcry company.

   In addition, our board of directors at such time appointed two special
committees of the board. One, the Implementation Committee, initially consisted
of nine members of the board of directors and was chaired by the then current
chairman of our board, David P. Brennan. The other members of the
Implementation Committee were Charles P. Carey, Andrew J. Filipowski, Harold W.
Lavender, Peter C. Lee, Veda Kaufman Levin, James P. McMillin, Joseph Niciforo
and Michael P. Ryan. The Implementation Committee was directed to develop and
recommend for the board's further review, consideration and approval the
definitive terms and structure of the transactions designed to implement the
restructuring strategy.

   The other special committee, the Independent Allocation Committee, was
composed solely of outside or non-member directors of the board and was chaired
by former Illinois Governor James R. Thompson, the Chairman of the law firm,
Winston & Strawn. The other members of the Independent Allocation Committee
were Dr. Robert S. Hamada, the Dean and Edward Eagle Branch Distinguished
Service Professor of Finance at the University of Chicago Graduate School of
Business, Robert H. Michel, a former Republican leader of the U.S. House of
Representatives and Senior Advisor at the law firm of Hogan & Hartson, and
Ralph H. Weems, an independent farmer and former president of the American
Soybean Association. Dr. Hamada and Mr. Michel ceased to serve on the
Independent Allocation Committee effective January 1, 2001, concurrent with the

                                       35


expiration of their terms as directors of the CBOT. Since no mechanism
currently exists in our certificate of incorporation, bylaws or rules and
regulations for allocating ownership in our organization among members in
connection with a restructuring such as the one contemplated by the board, the
Independent Allocation Committee was directed to develop and recommend for the
board's further review, consideration and approval an appropriate and fair
allocation of value among the members of CBOT in connection with the
transactions to implement the restructuring strategy, including the allocation
to CBOT members of shares of stock of the then proposed open outcry trading and
electronic trading companies.

   The Implementation Committee continued the work of the Restructuring Task
Force with assistance from the management of the CBOT and its outside advisors,
including A.T. Kearney, Merrill Lynch, Kirkland & Ellis and Piper Marbury
Rudnick & Wolfe. In particular, the Implementation Committee worked to develop
the definitive terms and structure of transactions designed to effectuate the
restructuring strategy, including a preliminary step necessary in order to
proceed with the implementation of the restructuring strategy. This step
involved the reincorporation of the CBOT in Delaware as a nonstock, not-for-
profit corporation and was designed to cause the CBOT to be governed under a
more modern and well developed legal framework so that the CBOT could more
effectively accomplish its purposes. Among other things, unlike the law of
Illinois then applicable to the CBOT, Delaware law provided the CBOT a more
direct procedure pursuant to which it could change its status from that of a
nonstock, not-for-profit corporation to that of a stock, for-profit
corporation.

   In addition to developing the terms of the transactions required to
implement the reincorporation of the CBOT in Delaware, the Implementation
Committee further refined and developed the original restructuring strategy.
Concurrently, the Independent Allocation Committee, together with its advisors,
which included the law firm of Winston & Strawn, as its special counsel, and
the investment banking firm of William Blair & Company, L.L.C., as its
financial advisor, worked to develop a recommended methodology for an
appropriate and fair allocation of equity among the CBOT members in connection
with implementation of the original restructuring strategy. For more
information about the work of the Independent Allocation Committee, see "--
Independent Allocation Committee of the Board." In addition, Arthur Andersen
LLP was retained by us to prepare a valuation analysis of Ceres and the limited
partnership interests.

   In early May 2000, the Independent Allocation Committee submitted to our
board of directors its initial report, which recommended an allocation of
equity among the members in connection with the implementation of the original
restructuring strategy. Also in May 2000, our board of directors received a
report prepared by the Implementation Committee, which provided additional
information regarding, and refined certain aspects of, the original
restructuring strategy. This report also contained a detailed description of
the transactions required in order to implement the Delaware reincorporation
and recommended that the Delaware reincorporation be approved and submitted to
the CBOT membership for its approval.

   At its May 16, 2000 meeting, our board of directors approved the
transactions necessary to effect the Delaware reincorporation and directed that
such transactions be submitted to the CBOT membership for a ballot vote.
Following member approval, the reincorporation of the CBOT in Delaware as a
nonstock, not-for-profit corporation was completed in August 2000. Shortly
thereafter, we formed eCBOT as a wholly owned subsidiary of the CBOT for the
purpose of later reorganizing our electronic trading business. The CBOT
assigned its general and limited partnership interests in Ceres to eCBOT in
September 2000.

   At the same May 2000 meeting, our board of directors also approved and
adopted the report of the Independent Allocation Committee, including its
recommendation regarding the methodology to be used with respect to the
allocation of shares of stock of the then proposed open outcry trading and
electronic trading companies among the holders of Full, Associate, GIM, IDEM
and COM Memberships in the CBOT, subject to any changes in the factors
underlying the assumptions that were used or reviewed in the preparation of the
Independent Allocation Committee report and taking into account any adjustments
to such allocation resulting from the terms of the reorganization of our
electronic trading business, and further subject to the board's further review,
consideration and approval of transactions necessary to implement the
restructuring strategy. At this time, William Blair, as financial advisor to
the Independent Allocation Committee, delivered its opinion to the

                                       36


Independent Allocation Committee and the board of directors that, based upon
and subject to the matters set forth in the opinion, the allocation of shares
of common stock in the then proposed open outcry trading and electronic trading
companies in the ratio of 5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each Full Member and
Associate Member, and each holder of a GIM, IDEM and COM, respectively, was
fair, from a financial point of view, to each of the five classes of members.
For more information about the allocation recommendation, see "--Independent
Allocation Committee of the Board" and "--Opinion of the Financial Advisor to
the Independent Allocation Committee of the Board." At this time, Arthur
Andersen provided its report to the board regarding its preliminary valuation
analysis of Ceres as of May 16, 2000.

   The board of directors also approved at this meeting the report of the
Implementation Committee as a description of the restructuring strategy as it
was then envisioned by the board of directors, subject to any changes in the
factors underlying the assumptions that were used or reviewed in the
preparation of the report, and subject to the board's further review,
consideration and approval of the transactions necessary to implement the
restructuring strategy.

   Following the May board meeting, the management of the CBOT, with the
assistance of its outside advisors, primarily consisting of Merrill Lynch,
Kirkland & Ellis and Cap Gemini Ernst & Young, a management consulting firm,
conducted an evaluation process with respect to the implementation of the
original restructuring strategy and worked to develop detailed business plans
for the then proposed open outcry trading and electronic trading companies
envisioned by the original restructuring strategy.

   Based upon this evaluation process and further analysis, management of the
CBOT and the Executive Committee of our board of directors concluded that the
original restructuring strategy should be substantially revised in light of a
number of factors, including, among other things, increasing competitive
pressures in the industry, the adverse changes in the capital markets, further
review and analysis regarding the implementation and execution of the separate
business plans of the then proposed open outcry trading and electronic trading
companies, the overall financial status of the CBOT and the need for the CBOT
to demutualize as quickly as possible so that it could enhance its competitive
posture and improve its decision-making capability.

   On August 31, 2000, management of the CBOT and the Executive Committee
recommended to the board of directors that the original restructuring strategy
be abandoned in favor of a substantially revised restructuring strategy. After
careful consideration of the matters discussed and presented, the board of
directors approved a revised restructuring strategy, which involved
demutualizing the CBOT but not restructuring the CBOT into two separate,
competing companies. Specifically, the revised strategy contemplated the
following:

  . converting the CBOT into a single Delaware stock, for-profit corporation,
    which would be focused on updated open outcry trading with enhanced
    technology, and distributing shares of common stock in such stock, for-
    profit company, representing both trading rights and privileges and
    equity ownership, to the current members;

  . adopting a revised corporate governance structure, which would include
    substantially eliminating the membership petition process, streamlining
    the board of directors and making certain other changes to implement a
    more efficient decision-making process for the company; and

  . reorganizing and consolidating the CBOT's electronic trading business,
    part of which is currently operated by Ceres, into eCBOT, which would be
    operated as a wholly owned subsidiary of the for-profit company.

   At this time, the board of directors determined that the original two-
company strategy should be abandoned and that a simple demutualization plan
involving the conversion of the CBOT into a single stock, for-profit company
should be pursued instead. The board concluded that the revised strategy would
enable each of the two businesses to be operated independently and in a more
competitive manner but under a common ownership structure that would allow
substantial sharing of resources and infrastructure.

   The board's approval of the revised strategy was subject to its further
review, consideration and approval of the definitive terms and structure of
transactions designed to implement the revised restructuring strategy,
including an appropriate and fair allocation of value in the then proposed
stock, for-profit company among the

                                       37


CBOT members. On August 31, 2000, our board directed the Executive Committee
and the management of the CBOT to develop and recommend for its further review
and consideration the definitive terms and structure of transactions designed
to implement this revised restructuring strategy.

   Following the August board meeting, management and the Executive Committee,
with the assistance of the CBOT's advisors, primarily consisting of Merrill
Lynch and Kirkland & Ellis, worked to develop the terms and structure of
transactions designed to implement the revised restructuring strategy. In
addition, Arthur Andersen was retained by us and our eCBOT subsidiary to
prepare an updated valuation analysis of Ceres and the limited partnership
interests in connection with the reorganization and consolidation of our
electronic trading business, which is currently operated by Ceres, into eCBOT.
Shortly thereafter, Arthur Andersen was also engaged to evaluate the fairness,
from a financial point of view, to Ceres and each class of its limited partners
of the consideration to be received by each limited partner in exchange for
their respective limited partnership interests pursuant to the Ceres merger as
described further below.

   Concurrently, the Independent Allocation Committee undertook to update its
recommendation regarding an appropriate and fair allocation of value among CBOT
members in the context of the transactions to implement the revised
restructuring strategy. For more information about the allocation
recommendation and the additional work of the Independent Allocation Committee,
see "--Independent Allocation Committee of the Board."

   On November 21, 2000, the Independent Allocation Committee reported on and
provided to our board of directors its updated recommendation regarding the
allocation among the members of equity in the then proposed stock, for-profit
company in respect of their memberships in connection with the restructuring
transactions. The Independent Allocation Committee recommended, in the context
of the restructuring transactions, that an allocation of value in the proposed
stock, for-profit company among members in respect of their memberships in
connection with the restructuring in the ratio of 5.00 : 1.00 : 0.50 : 0.06 :
0.07 to each Full Member, Associate Member, GIM, IDEM and COM, respectively,
was fair. The Independent Allocation Committee indicated that, in reaching this
recommendation, it received and considered an updated opinion of William Blair
that the proposed allocation was fair, from a financial point of view, to each
of the five classes of members.

   At the same meeting, Arthur Andersen reported to our board regarding its
updated valuation of Ceres and the limited partnership interests as of October
31, 2000. Arthur Andersen also reported that, subject to a review of the final
terms of the restructuring transactions, it was prepared to deliver its opinion
that the consideration to be received by each limited partner of Ceres in
exchange for their respective limited partnership interests pursuant to the
Ceres merger is fair, from a financial point of view, to Ceres and to each
class of the Ceres limited partners.

   At the December 12, 2000 meeting of the board of directors, the then current
status of the restructuring transactions was reviewed and discussed. At this
meeting, management and the Executive Committee presented to the board of
directors a detailed update regarding the restructuring transactions. At this
meeting, the board received a report from management regarding the
restructuring transactions and the CBOT's business strategy. The board also
received a report from Kirkland & Ellis concerning certain legal matters
relating to the restructuring transactions.

   In early January 2001, the Executive Committee met to consider certain
refinements to the restructuring transactions proposed by the new chairman of
the board of directors, who had been elected in December 2000 and assumed
office in January 2001. These refinements primarily related to the composition
of the board of directors of the then proposed stock, for-profit company, the
provisions to be included in the certificate of incorporation concerning
certain core rights associated with the trading rights and privileges of
certain common stockholders and clarifications regarding the importance of
considering the expected effects, if any, of the restructuring transactions on
the Chicago Board Options Exchange exercise right in making any determination
that the restructuring transactions remain in the best interests of the CBOT
and its members.

   At its briefing meeting on January 9, 2001, the board of directors received
a further update concerning the status of the restructuring transactions,
including the refinements recommended by the Executive Committee

                                       38


and management. These matters were reviewed and discussed. Kirkland & Ellis
answered questions with respect to certain aspects of the restructuring
transactions.

   On January 16, 2001, the Independent Allocation Committee, which, following
the expiration of the terms of Dr. Hamada and Mr. Michel as directors as of
January 1, 2001, was comprised of Governor Thompson and Mr. Weems, held a
meeting for the purpose of considering the refinements to the restructuring
transactions recommended by the Executive Committee and management. William
Blair and Winston & Strawn, as advisors to the Independent Allocation
Committee, participated in this meeting.

   On January 16, 2001, immediately following the meeting of the Independent
Allocation Committee, a meeting of the board of directors was held for the
purpose of considering the restructuring transactions. At this meeting,
management and the Executive Committee presented to the board of directors for
its review and consideration the proposed restructuring transactions. The board
also received a report from the Executive Committee and management regarding
the restructuring transactions and the CBOT's business strategy, including,
among other things, the business purposes of the restructuring transactions.
The Independent Allocation Committee reported to the board of directors that it
had reviewed the refinements to the restructuring transactions recommended by
the Executive Committee and management and confirmed its updated recommendation
regarding the allocation among the members of equity in the then proposed
stock, for-profit company in respect of their memberships in connection with
the restructuring transactions, as provided to the board at the November 21,
2000 meeting. The Independent Allocation Committee indicated that, in reaching
this recommendation, it received and considered an updated opinion of William
Blair that the proposed allocation was fair, from a financial point of view, to
each of the five classes of members.

   The board also received a report from Kirkland & Ellis concerning certain
legal matters relating to the restructuring transactions as well as an overview
of the terms and structure of the restructuring transactions. Kirkland & Ellis
answered questions with respect to certain aspects of the restructuring
transactions and provided an update regarding the then current status of
various litigation and other matters relating to the restructuring
transactions.

   In addition, the board received an update from Arthur Andersen regarding its
valuation of Ceres and the limited partnership interests as of November 30,
2000. Merrill Lynch, financial advisor to the CBOT in connection with the
restructuring transactions, answered questions with respect to certain aspects
of the restructuring transactions, the capital markets generally, industry
trends and the competitive challenges currently facing the CBOT.

   At this time, our board of directors approved and adopted the recommendation
of the Independent Allocation Committee regarding the allocation of equity in
the then proposed stock, for-profit company among the holders of Full,
Associate, GIM, IDEM and COM Memberships in the CBOT in respect of their
memberships in connection with the restructuring transactions, subject to any
changes in the factors underlying the assumptions that were used or reviewed in
the preparation of the Independent Allocation Committee updated report. In
connection therewith, William Blair, as financial advisor to the Independent
Allocation Committee, delivered its opinion to the Independent Allocation
Committee and the board of directors that, based upon and subject to the
matters set forth in the opinion, the allocation of equity in the then proposed
stock, for-profit company among members in respect of their memberships in
connection with the restructuring transactions in the ratio of 5.0 : 1.00 :
0.50 : 0.06 : 0.07 to each Full Member, Associate Member, GIM, IDEM and COM,
respectively, was fair, from a financial point of view, to each of the five
classes of members. For more information regarding this opinion, see "--Opinion
of the Financial Advisor to the Independent Allocation Committee of the Board."

   Also at this time, Arthur Andersen delivered its opinion to the board of
directors that, based on and subject to the matters set forth in the opinion,
the consideration to be received by each limited partner in exchange for their
respective limited partnership interests pursuant to the Ceres merger was fair,
from a financial point of view, to Ceres and each class of its limited
partners. For more information regarding this opinion, see "--Opinion of Arthur
Andersen to the Board of Directors Regarding the Fairness of the Ceres Merger."

                                       39


   After careful consideration of the matters discussed and presented at this
meeting, our board of directors determined that the restructuring transactions,
taken as a whole, including the allocation methodology to be utilized in the
demutualization for the allocation of shares in the then proposed stock, for-
profit company among the holders of Full, Associate, GIM, IDEM and COM
Memberships in the CBOT in respect of their memberships and the terms of the
Ceres merger, were in the best interests of CBOT and its members and fair to
all classes of CBOT members. Accordingly, our board approved and authorized the
restructuring transactions and determined to recommend to the membership of the
CBOT that they vote to approve the restructuring transactions. In connection
with such approval, two directors who were Associate Members voted in favor of
the restructuring transactions, but indicated orally at the board meeting their
intention to deliver to the Secretary of the CBOT written statements with
respect to certain reservations regarding the proposed allocation of value in
the then proposed stock, for-profit company. To date, the secretary of the CBOT
has not received any such written statements.

   The board's approval of the restructuring transactions was subject to its
determination, at the time of the mailing of the proxy statement and prospectus
relating to the restructuring transactions, that the restructuring transactions
remain in the best interests of the CBOT and its members and remain fair to all
classes of CBOT members. For more information, see "--Conditions to Completing
the Restructuring Transactions."

   Following the January board meeting, management and the Executive Committee,
with the assistance of Kirkland & Ellis, worked to refine the terms and
structure of the transactions designed to implement the revised restructuring
strategy. Throughout this process, management and the Executive Committee
continued to review the restructuring transactions to determine whether such
transactions continued to best achieve the organization's objectives with
respect to the revised restructuring strategy, and whether the restructuring
transactions offered the optimal organizational structure in light of further
changes in competitive pressures in the industry, the continued adverse
condition of the capital markets and the refinement of the CBOT's long-term
strategic objectives.

   As a result of this review, management of the CBOT and the Executive
Committee of our board of directors determined that the board of directors
should adopt certain refinements to the restructuring transactions, which are
designed, in part, to provide the CBOT additional structural flexibility while
retaining certain benefits associated with nonstock membership corporations in
a manner that is consistent with the objectives of the revised restructuring
strategy, including, among other things, refinements designed to demutualize
the CBOT by creating a stock, for-profit holding company, CBOT Holdings, and
distributing shares of common stock of CBOT Holdings to the current CBOT
members, while maintaining the CBOT as a nonstock corporate subsidiary of CBOT
Holdings.

   On September 13, 2001, the Independent Allocation Committee held a meeting
at which the members of the committee received an update from each of William
Blair, Winston & Strawn and Kirkland & Ellis relating to the refinements to the
restructuring transactions. On September 24, 2001, the Independent Allocation
Committee held another meeting for the purpose of considering the refinements
to the restructuring transactions recommended by management and the Executive
Committee. William Blair and Winston & Strawn, as advisors to the Independent
Allocation Committee, participated in the meeting.

   On September 24, 2001, at a special meeting of the board of directors,
management of the CBOT and the Executive Committee recommended that the board
of directors adopt and approve the refinements to the restructuring
transactions, which are designed, in part, to implement a holding company
structure. Specifically as modified by the proposed refinements, the
restructuring transactions contemplate the following:

  . demutualizing the CBOT by creating a stock, for-profit holding company,
    CBOT Holdings, and distributing shares of common stock of CBOT Holdings
    to our members, while maintaining the CBOT as a nonstock subsidiary of
    CBOT Holdings;

  . adopting a revised corporate governance structure, which would include
    substantially eliminating the membership petition process, adopting a
    more modern mechanism for initiating and voting on stockholder proposals
    and making certain other changes to improve the CBOT's corporate
    decision-making process; and

                                       40


  . reorganizing and consolidating the CBOT's electronic trading business,
    part of which is currently operated by Ceres, into eCBOT, which would be
    operated as a wholly owned subsidiary of the CBOT subsidiary.

   In connection with this recommendation, the board of directors received a
report from Kirkland & Ellis concerning certain legal matters relating to the
refinements to the restructuring transactions as well as an overview of the
terms and structure of the restructuring transactions, as modified by the
refinements recommended by management and the Executive Committee and a
preliminary draft of an amendment to the registration statement marked to show
changes necessary to implement such refinements.

   In addition, Kirkland and Ellis made a presentation to the board of
directors regarding certain legal issues relating to the proposed refinements
to the restructuring transactions. These matters were reviewed and discussed.
Kirkland & Ellis answered questions with respect to certain aspects of the
restructuring transactions.

   After careful consideration of the matters discussed and presented at this
meeting, our board of directors determined that it would be in the best
interest of the CBOT and its members to postpone the board's vote on the
proposed refinements to the restructuring transactions in order to provide the
directors with additional time to more carefully review and consider the
proposed refinements. Accordingly, a special meeting of the board was scheduled
for October 2, 2001.

   On October 2, 2001, at a special meeting of the board, the Independent
Allocation Committee of the board reported on its resolution confirming as fair
the allocation of shares of common stock of CBOT Holdings among the members in
connection with the restructuring transactions as modified by the proposed
refinements after receiving and considering an updated opinion of its financial
advisor, William Blair, that the allocation of shares of common stock of CBOT
Holdings among the members in connection with the restructuring transactions as
modified by the proposed refinements is fair, from a financial point of view,
to each of the five classes of members. In connection with the Independent
Allocation Committee's recommendation, William Blair delivered its opinion,
dated as of September 24, 2001, to the effect that the allocation of shares of
common stock of CBOT Holdings among the members in respect of their memberships
in connection with the restructuring transactions as modified by the proposed
refinements is fair, from a financial point of view, to each of the five
classes of members.

   At the same meeting of the board of directors, Arthur Anderson reported
regarding, and delivered to the board of directors of the CBOT and eCBOT, (i) a
valuation of Ceres and the limited partnership interests of Ceres as of June
30, 2001, and (ii) its opinion, dated as of October 2, 2001, to the effect that
the distributions of cash payments to each of the limited partners of Ceres in
exchange for their respective limited partnership interest as merger
consideration pursuant to the Ceres merger, as proposed in connection with the
restructuring transactions, as modified by the proposed refinements, is fair,
from a financial point of view, to Ceres and each class of the limited partners
of Ceres. For more information regarding this opinion, see "--Opinion of Arthur
Andersen to the Board of Directors Regarding the Fairness of the Ceres Merger."

   In addition, the board of directors reviewed and discussed the proposed
refinements to the restructuring transactions as set forth in the registration
statement and in a report prepared by Kirkland & Ellis, which had previously
been distributed to the board in connection with the special meeting of the
board of directors on September 24, 2001, concerning certain legal matters
relating to the restructuring transactions as well as an overview of the terms
and structure of the restructuring transactions as modified by the proposed
refinements. Kirkland & Ellis answered questions with respect to certain
aspects of the proposed refinements and with respect to the restructuring
transactions generally.

   After careful consideration of the matters discussed and presented, the
board of directors determined that the refinements to the restructuring
transactions, taken as a whole, are advisable, desirable and in the best
interests of the CBOT and its members and are fair to all classes of CBOT
members, and approved and

                                       41


authorized the refinements to the restructuring transactions, including, among
other things, refinements designed to demutualize the CBOT by creating a stock,
for-profit holding company, CBOT Holdings, and distributing shares of common
stock of CBOT Holdings to the current CBOT members, while maintaining the CBOT
as a nonstock corporate subsidiary of CBOT Holdings.

   The board's approval of the refinements to the restructuring transactions
was subject to its determination, at the time of the mailing of the proxy
statement and prospectus relating to the restructuring transactions, that the
refinements to the restructuring transactions remain in the best interests of
the CBOT and its members and remain fair to all classes of CBOT members. For
more information, see "--Conditions to Completing the Restructuring
Transactions."

 Reasons for the Restructuring Strategy

   Our restructuring strategy is designed to respond to significant competitive
challenges currently faced by the CBOT and to enhance the long-term value of
CBOT for its members. Current industry trends, including increased electronic
trading of derivative securities, may threaten the long-term viability of
traditional open outcry exchanges, including the CBOT. In fact, as reported by
Futures Industry Magazine, in 1999, Eurex, an electronic derivatives exchange,
overtook the CBOT to become the world's largest derivatives exchange based on
contract volume. We believe that these industry trends are related, in large
part, to shifting priorities of investors and members of exchanges, rapid
advances in technology and electronic trading and the realignment of key
industry participants.

   Shifting Priorities of Investors and Members. We believe that institutional
investors are demanding greater liquidity, lower cost and more efficient trade
execution, enhanced access and a sophisticated supporting infrastructure. In
addition, traditional open outcry exchanges are competing with new electronic
markets, which are generally lower cost, more accessible, very focused, faster
in trade execution and, increasingly, more liquid. These pressures are forcing
traditional open outcry exchanges, such as the CBOT, to modernize in order to
remain competitive.

   Additional pressure is placed on the industry by the over-the-counter
derivatives market, which is estimated by the Bank for International
Settlements to have grown to over $95 trillion in notional amount outstanding
as of December 2000. Further, according to the Bank for International
Settlements, transaction volume through 2000 in over-the-counter derivatives is
growing faster than transaction volume in exchange-listed derivatives.

   Members of exchanges are also under increasing pressure from clients and new
entrants in the marketplace. As a result, we believe that members of exchanges
are generally concerned about the long-term value of their memberships.

   Advances in Technology and Electronic Trading. Technological innovations are
creating new competitors and encouraging the development of electronic trading
systems that are challenging traditional open outcry exchanges. According to
industry data assembled by the CBOT, from 1995 through 2000, contract volume
traded on open outcry derivatives exchanges has declined by over 29%, and
electronic trading has grown by more than 143%. Based on industry trends
outside the United States, we expect that electronic trading will account for
virtually all overseas trading in the near future.

   Some leading exchanges are already fully electronic and other leading
exchanges are aggressively pursuing an electronic trading model. We believe
that major securities exchanges and quotation systems, such as the New York
Stock Exchange and the Nasdaq Stock Market are under pressure from electronic
communications networks. About one dozen electronic communications networks
have been established in the United States, many during the last four years, by
leading investment banks, broker-dealers and market markers, which are aligning
themselves with multiple alternative systems. For example, according to
Internet Trading Magazine, Goldman Sachs has made investments in four
electronic communications networks. In addition, according to a special study
prepared by the SEC's Division of Market Regulation, electronic communications
networks have already captured about one-third of Nasdaq's trading volume.

                                       42


   The CBOT is facing increasing competition from electronic competitors. For
example, Cantor/eSpeed has introduced an electronic trading system for cash
bonds, futures on Treasury bonds and block over-the-counter derivatives trades
for large derivatives dealers. In addition, BrokerTec, which is owned by
several of the largest United States and European investment banks, currently
provides electronic, inter-dealer brokerage for Treasury bonds and euro-
denominated sovereign debt, and plans to introduce an electronic trading system
for futures and other derivatives during the last half of 2001.

   Industry Realignment. Some exchanges that have restructured in response to
industry pressures have demutualized and have become for-profit entities.
Through demutualization, exchanges are streamlining their corporate governance
structure, quickening their organizational decision-making, improving their
access to capital and technology, and enhancing their ability to quickly enter
into strategic alliances. The Chicago Mercantile Exchange, the New York
Mercantile Exchange and the Hong Kong Futures Exchange, among others, have
recently demutualized. Some exchanges have announced that they are considering
initial public offerings to raise capital necessary for strategic endeavors.
The Australian Stock Exchange and OM Gruppen AB are already publicly-held
corporations. The New York Stock Exchange, Nasdaq, Chicago Mercantile Exchange
and Sydney Futures Exchange have each indicated at various times in the past
that they have considered initial public offerings.

   In addition to demutualization, we believe that the futures industry will
consolidate pursuant to mergers and alliances of exchanges in order to achieve
the economies of scale and expanded geographic reach necessary to remain
competitive in a rapidly changing marketplace.

 Objectives of the Restructuring Strategy

   We have determined that it is desirable for the CBOT to restructure in
response to the changing marketplace in order to meet two principal objectives.
First, the current corporate governance structure of the CBOT, which is slow to
respond and primarily oriented towards delivering member benefits and
supporting member opportunity rather than enterprise profitability, must be
changed to adopt a more streamlined decision-making process, more focused on
maximizing value to the enterprise. Second, the CBOT should respond to the
technological innovations that are currently shaping the futures industry.

   With these objectives in mind, we evaluated a number of restructuring
alternatives as described below under "--Strategic Alternatives Considered." We
determined that any new structure should incorporate both an updated open
outcry exchange, in response to member demand, and an electronic marketplace,
in response to competitive pressures.

 Strategic Alternatives Considered

   We initially considered four principal restructuring strategies, taking into
account the relevant associated business, legal, tax and regulatory issues.
Each alternative strategy incorporated a variation of the corporate structure
and equity ownership of the entities. The principal restructuring strategies we
considered included the following:

  . maintaining the CBOT in its current form as a parent company and creating
    a separate electronic trading company as a subsidiary;

  . restructuring the CBOT into two separate and independent for-profit
    companies, one to conduct the open outcry trading business and the other
    to conduct the electronic trading business;

  . organizing a single demutualized holding company with an open outcry
    subsidiary and an electronic trading company subsidiary; and

  . operating the electronic trading business through the parent company and
    creating a subsidiary to operate our open outcry markets.

                                       43


   For some time, we considered pursuing a strategy of restructuring the CBOT
into two separate for-profit companies. As autonomous entities, each with a
separate business focus, we initially believed that each of the companies would
be well positioned to make independent strategic business decisions and pursue
appropriate business opportunities. We believed that, as for-profit companies,
each would have the financial and decision-making flexibility to pursue
alliances and joint ventures, as well as the resources to make necessary
technology investments.

   In late August 2000, we concluded that such a strategy was no longer
appropriate in light of a number of factors, including, among other things,
increasing competitive pressures in the industry, adverse changes in the
capital markets, further review and analysis regarding the implementation and
execution of separate business plans for the two independent companies, the
overall financial status of the CBOT and the need for the CBOT to demutualize
as quickly as possible so that it could enhance its competitive posture and
improve its decision-making capability. Accordingly, we ultimately rejected the
two-company strategy and determined to adopt a strategy of demutualizing the
CBOT and operating the electronic trading company as a wholly owned subsidiary.

   Following further evaluation and analysis, we concluded that, under then-
existing conditions, the revised restructuring strategy would achieve benefits
similar to those associated with the creation of two separate companies, while
preserving our flexibility to consider pursuing one or more value-enhancing
transactions in the future, as described above under "--Overview." Among other
things, the revised strategy was designed to encourage independent operation of
the electronic trading business in a competitive manner, but under a common
ownership structure that will allow substantial sharing of resources and
infrastructure. We believe that the restructuring transactions will enable us
to successfully implement this strategy.

   More recently, we reconsidered the holding company structure as a strategic
alternative as a result of further changes in competitive pressures in the
industry, the continued adverse condition of the capital markets and the
refinement of our long-term strategic objectives. We believe the holding
company structure represents a refinement of the previously approved
restructuring transactions that is consistent with the revised restructuring
strategy adopted in August 2000 in that it encourages independent operation of
the electronic trading business under a common ownership structure while
providing us additional structural flexibility to organize our business in a
manner that will allow us to achieve our long-term strategic objectives. In
addition, we believe that the holding company structure will allow us to
maintain the CBOT as a nonstock membership corporation, which will provide us
with certain benefits associated with such form of organization.

Description of the Restructuring Transactions

   The restructuring transactions are designed to:

  . demutualize our organization by creating a stock, for-profit holding
    company, CBOT Holdings, and distributing shares of common stock of CBOT
    Holdings to our members, while maintaining the CBOT as a nonstock
    subsidiary of CBOT Holdings;

  . modernize our corporate governance structure by substantially eliminating
    the membership petition process, adopting a more modern mechanism for
    initiating and voting on stockholder proposals and making certain other
    changes to improve our corporate decision-making process; and

  . reorganize and consolidate our electronic trading business, part of which
    is currently operated by Ceres, into eCBOT, which would be operated as a
    wholly owned corporate subsidiary of the CBOT.

   The demutualization of the CBOT will be accomplished, in part, by merging
the CBOT with a newly formed nonstock, for-profit subsidiary, which will result
in the CBOT being the surviving entity pursuant to the terms of an agreement
and plan of merger. Upon completion of the reorganization merger, the CBOT will
become a nonstock, for-profit corporation and a subsidiary of CBOT Holdings.
For more information on the reorganization merger, including a chart depicting
the organization structure following completion of the reorganization merger,
see "--Reorganization Merger."

                                       44


   In connection with the completion of the reorganization merger, members will
receive a dividend of shares of common stock in CBOT Holdings, which will
generally have traditional features of common stock, including dividend, voting
and liquidation rights, in accordance with an allocation methodology described
in this document as set forth in the table below.

                    Shares of Common Stock of CBOT Holdings
                       to Be Received Per CBOT Membership



                                          Shares of
                          Membership     Common Stock
                          ----------     ------------
                                      
                          Full              25,000
                          Associate          5,000
                          GIM                2,500
                          IDEM                 300
                          COM                  350


   Immediately after completion of the restructuring transactions, our members
will be the only common stockholders of CBOT Holdings.

   In addition, upon completion of the reorganization merger, the CBOT
subsidiary will create three new classes of membership: Class A memberships,
Class B memberships and Class C memberships. CBOT Holdings will hold the sole
Class A membership in the CBOT subsidiary, which will entitle CBOT Holdings to
the exclusive right to vote on most matters requiring a vote of the members of
the CBOT subsidiary, as well as the exclusive right to receive all
distributions, dividends and proceeds upon liquidation from the CBOT
subsidiary. The Class B memberships will consist of five separate series:
Series B-1, Series B-2, Series B-3, Series B-4 and Series B-5, with each series
having associated with it trading rights and privileges that correspond to one
of the current five classes of CBOT membership. As set forth in the table
below, members of the CBOT will receive one of the five series of Class B
memberships in the CBOT subsidiary in respect of each membership held by such
member. In addition, each Full Member will also receive a Class C membership in
the CBOT subsidiary, which will, subject to satisfaction of certain
requirements, entitle the holder to become a member of the Chicago Board
Options Exchange without having to purchase a membership on such exchange.
Following completion of the restructuring transactions, the Class C membership
of the CBOT subsidiary will represent the Chicago Board Options Exchange
exercise right held by the Full Members of the CBOT.

                       Memberships in the CBOT Subsidiary
                       to be Received Per CBOT Membership



                               Number and Series                    Number of CBOT
      Class of CBOT           of CBOT Subsidiary                      Subsidiary
       Membership             Class B Memberships                 Class C Memberships
      -------------           -------------------                 -------------------
                                                            
      Full                       1 Series B-1                          1 Class C
      Associate                  1 Series B-2                             --
      GIM                        1 Series B-3                             --
      IDEM                       1 Series B-4                             --
      COM                        1 Series B-5                             --


   In connection with the restructuring transactions, we will also modernize
our corporate governance structure in a manner designed to improve our
decision-making processes, which we believe will enable us to compete more
effectively in the future. Specifically, our new corporate governance structure
will:

  . substantially eliminate the membership petition process and generally
    reduce the ability of members to participate in our day-to-day management
    and operations;
  . adopt a more modern mechanism for initiating and voting on stockholder
    proposals;

  . improve our corporate decision-making process by reducing the number of
    directors serving on the boards of directors of CBOT Holdings and the
    CBOT subsidiary from 18 members to nine members and eliminating certain
    committees; and

                                       45


  . provide for certain change of control provisions, such as, among other
    things, advance notice requirements, a prohibition on stockholder action
    by written consent and a prohibition on the ability of stockholders to
    call special meetings of stockholders.

   As a result of the reorganization and consolidation of our electronic
trading business into our wholly owned eCBOT subsidiary, members who are
limited partners of Ceres will receive a cash payment in exchange for their
limited partnership interests in Ceres pursuant to the Ceres merger as
described below and Ceres will be liquidated. The operations of Ceres will be
consolidated into eCBOT, with eCBOT conducting the electronic trading business
currently operated by Ceres.

   Specifically, the restructuring transactions include the following:

 Demutualization

   As described in greater detail below, the demutualization generally involves
merging the CBOT with a newly created nonstock, for-profit membership
corporation, which will be a subsidiary of a newly created stock, for-profit
holding company, CBOT Holdings, and distributing shares of common stock of CBOT
Holdings to our members.

 Formation of CBOT Holdings and CBOT Merger Sub

   We have recently formed two subsidiaries, CBOT Holdings, Inc. and CBOT
Merger Sub, Inc., for the purpose of effecting the demutualization. CBOT
Holdings, a Delaware stock, for-profit corporation, is currently a direct and
wholly owned subsidiary of the CBOT. CBOT Merger Sub, a Delaware nonstock, for-
profit membership corporation, is currently a direct and wholly owned
subsidiary of CBOT Holdings. The following chart generally depicts the
structure of the CBOT immediately prior to consummation of the reorganization
merger:


                                   [Chart]


                                  [Members]


                               [Board of Trade     Reorganization
                                of the City of         Merger
                                Chicago, Inc.]


             [Electronic            [CBOT              [Other
             Chicago Board      Holdings, Inc.]     Subsidiaries]
             of Trade, Inc.]


             [Ceres Trading     [CBOT Merger
                Limited           Sub, Inc.]
              Partnership]





 Distribution of Common Stock of CBOT Holdings

   The reorganization of the CBOT into a holding company structure will be
accomplished by the reorganization merger, which, as described below under "--
Reorganization Merger," will result in the CBOT

                                       46


becoming a subsidiary of CBOT Holdings. The reorganization merger will not,
however, result in the distribution of shares of common stock of CBOT Holdings
to the members. Consequently, a separate mechanism will be utilized to effect
the distribution of common stock of CBOT Holdings to the members.

   Prior to initiating the reorganization merger, our board of directors will
declare a dividend of shares of the common stock of CBOT Holdings that will be
payable to each CBOT member upon effectiveness of the reorganization merger.
The number of shares of common stock of CBOT Holdings to be paid to each CBOT
member as a result of this dividend will be as follows:

                    Shares of Common Stock of CBOT Holdings
                       to Be Received Per CBOT Membership



                                          Shares of
                          Membership     Common Stock
                          ----------     ------------
                                      
                          Full              25,000
                          Associate          5,000
                          GIM                2,500
                          IDEM                 300
                          COM                  350


   This allocation is based on the allocation methodology developed and
recommended by the Independent Allocation Committee and adopted by our board.

   For more information regarding the common stock of CBOT Holdings, and the
respective rights and privileges of such stock, see "Description of Capital
Stock--Common Stock." For more information regarding the determination of the
methodology for allocating shares of common stock of CBOT Holdings among the
members, see "--Independent Allocation Committee of the Board" and "--Opinion
of the Financial Advisor to the Independent Allocation Committee of the Board."
The allocation methodology utilized in the restructuring transactions is
currently the subject of a lawsuit brought against an alleged class of Full
Members of the CBOT on behalf of the "minority" members of the CBOT, consisting
of the Associate Members, GIMs, IDEMs and COMs. For more information regarding
this litigation, see "Our Business--Legal Proceedings--Minority Member
Litigation."

 Reorganization Merger

   Pursuant to an agreement and plan of merger, the CBOT will merge with CBOT
Merger Sub, which will result in the CBOT being the surviving entity. Upon
completion of the reorganization merger, the CBOT will become a nonstock, for-
profit corporation and a subsidiary of CBOT Holdings. In connection with the
reorganization merger, the CBOT subsidiary will create three new classes of
membership: Class A memberships, Class B memberships and Class C memberships.

   Class A Membership. CBOT Holdings will hold the sole Class A membership in
the CBOT subsidiary, which will entitle CBOT Holdings to the exclusive right to
vote on most matters requiring a vote of the members of the CBOT subsidiary, as
well as the exclusive right to receive all distributions, dividends and
proceeds upon liquidation from the CBOT subsidiary.

   Class B Memberships. The Class B memberships will consist of five separate
series: Series B-1, Series B-2, Series B-3, Series B-4 and Series B-5, with
each series having associated with it trading rights and privileges that
correspond to one of the current five classes of membership of the CBOT. As set
forth in the table below, members will receive one of the five series of Class
B memberships in the CBOT subsidiary in respect of each membership held by such
member.

   Class C Memberships. Each Full Member will also receive a Class C membership
in the CBOT subsidiary, which will, subject to satisfaction of certain
requirements, entitle the holder to exercise a right to become a

                                       47


member of the Chicago Board Options Exchange without having to purchase a
membership on such exchange. Following completion of the restructuring
transactions, the Class C membership of the CBOT subsidiary will represent the
Chicago Board Options Exchange exercise right held by the Full Members of the
CBOT.

                       Membership in the CBOT Subsidiary
                       to be Received Per CBOT Membership



                                     Number and                      Number of
                                   Series of CBOT                      CBOT
       Class of                      Subsidiary                     Subsidiary
         CBOT                         Class B                         Class C
      Membership                    Memberships                     Memberships
      ----------                   --------------                   -----------
                                                              
      Full                          1 Series B-1                     1 Class C
      Associate                     1 Series B-2                        --
      GIM                           1 Series B-3                        --
      IDEM                          1 Series B-4                        --
      COM                           1 Series B-5                        --


   Following completion of the reorganization merger, the structure of the CBOT
will be as set forth in the following chart:


                                   [Chart]

                             [Stockholders/Members]
             Common Stock
                                                          Class B and Class C
                              [CBOT Holdings, Inc.]       Memberships
          Class A Membership
                              [Board of Trade of the
                              City of Chicago, Inc.]
             [Electronic                                  [Other Subsidiaries]
            Chicago Board
           of Trade, Inc.]



   We have included as Appendix C to this document the agreement and plan of
merger relating to the reorganization merger. We urge you to review carefully
the agreement and plan of merger before voting on the restructuring
transactions.

 Modernization of Our Corporate Governance Structure

   An important objective of the restructuring transactions is the
modernization of the corporate governance structure of the CBOT. Accordingly,
the restructuring transactions will involve significant changes, which will

                                       48


largely occur as a result of the creation of a holding company structure and
certain changes to the certificate of incorporation, bylaws and rules and
regulations of the CBOT subsidiary.

   Voting. The holders of the common stock of CBOT Holdings will have the right
to vote on all matters upon which the stockholders of CBOT Holdings will be
entitled to vote generally, including among other things, the election of
directors to the board of directors of CBOT Holdings. However, as described
below, the holders of the common stock of CBOT Holdings will not be entitled to
initiate proposals to amend the certificate of incorporation of CBOT Holdings
or, as described below, the certificate of incorporation, bylaws and rules and
regulations of the CBOT subsidiary.

   CBOT Holdings, as the holder of the sole Class A membership in the CBOT
subsidiary, will have the exclusive right to vote on most matters requiring a
vote of the members of the CBOT subsidiary, including among other things, the
election of directors to the board of directors of the CBOT subsidiary. The
holders of Class B and Class C membership in the CBOT subsidiary will not have
voting rights with respect to matters requiring the vote of the members of the
CBOT subsidiary, except that holders of Series B-1 and Series B-2, Class B
memberships will have limited voting rights to approve certain changes that
would adversely affect certain core rights relating to the trading rights and
privileges of the Class B members.

   Specifically, the holders of Series B-1 and Series B-2, Class B memberships
will have the right to vote on any amendment to the certificate of
incorporation, bylaws or rules and regulations of the CBOT subsidiary that
would adversely affect the following core rights:

  . the allocation of products that a holder of a specific series of Class B
    membership is permitted to trade on the exchange facilities of the CBOT
    subsidiary, e.g., the elimination of any product from a holder's trading
    rights and privileges;

  . the requirement that Class B members will be charged transaction fees for
    trades of the CBOT subsidiary's products for their accounts that are
    lower than the transaction fees charged to any participant who is not a
    Class B member for the same products;

  . the authorized number of memberships of any class or series of
    memberships in the CBOT subsidiary;

  . the membership and eligibility requirements to become a Class B member or
    to exercise the associated trading rights or privileges; and

  . the commitment to maintain current open outcry markets so long as each
    such market is deemed liquid under the terms of the certificate of
    incorporation of the CBOT subsidiary unless the discontinuance of any
    such market is approved by the holders of the Series B-1 and Series B-2,
    Class B memberships. This commitment to maintain current open outcry
    markets is described further below under "--Commitment to Maintain Open
    Outcry Markets."

Holders of Series B-1 and Series B-2, Class B memberships will be the only
members of the CBOT subsidiary entitled to vote on such amendments, with
holders of Series B-1, Class B memberships entitled to one vote per membership
and holders of Series B-2, Class B memberships entitled to one-sixth of one
vote per membership.

   The affirmative vote of a majority of the voting power of the then
outstanding Series B-1 and Series B-2, Class B memberships in the CBOT
subsidiary, voting together as a single class based on their respective voting
power, will be required in order to approve such amendments. Based on the
respective voting power of these two series of Class B memberships, any such
amendment could be approved by the holders of Series B-1, Class B memberships
even though the holders of Series B-2, Class B memberships voted against the
amendment. This result is consistent with the result that would be obtained
under the CBOT's existing certificate of incorporation, bylaws and rules and
regulations with respect to matters voted on by Full Members and Associate
Members as a single class.

                                       49


   The holders of Series B-1 and Series B-2, Class B memberships will have no
right to initiate or unilaterally effectuate any of the amendments described
above as to which they are entitled to vote; rather, their right to vote on
such matters will only be triggered if the board of directors of the CBOT
subsidiary or the holder of the Class A membership proposes any such amendment.

   Commitment to Maintain Open Outcry Markets. The certificate of incorporation
of the CBOT subsidiary will provide that, subject to the following terms and
conditions, the CBOT subsidiary will be obligated to maintain current open
outcry markets and provide financial support to each such market for
technology, marketing and research, which the board of directors determines, in
its sole and absolute discretion, is reasonably necessary to maintain each such
open outcry market.

   Notwithstanding the foregoing, the board of directors of the CBOT subsidiary
may discontinue any open outcry market at such time and in such manner as it
may determine if the board of directors determines, in its sole and absolute
discretion, that a market is no longer "liquid" in accordance with the criteria
described below or the holders of a majority of the voting power of the then
outstanding Series B-1 and Series B-2, Class B memberships, voting together as
a single class based on their respective voting power, approve the
discontinuance of such open outcry market.

   For purposes of the foregoing, an open outcry market will be deemed "liquid"
for so long as it meets either of the following tests, in each case as measured
on a quarterly basis:

  . if a comparable exchange-traded product exists, the open outcry market
    has maintained at least 30 percent of the average daily volume of such
    comparable product, including for calculation purposes, volume from
    exchange-for-physicals transactions in such open outcry market; or

  . if no comparable exchange-traded product exists, the open outcry market
    has maintained at least 40 percent of the average quarterly volume in
    that market as maintained by the CBOT in 2000, including, for calculation
    purposes, volume from exchange-for-physicals transactions in such open
    outcry market.

   Board of Directors. On October 16, 2001, our board of directors approved and
adopted amendments to our certificate of incorporation and bylaws, which, if
approved by our members, would authorize our board of directors to delay the
next annual election, which is currently scheduled for December 2001, until no
later than March 31, 2002, reduce the size of our board of directors from 18
members to nine members at the first annual election following timely approval
of the restructuring transactions by our members, clarify our board of
directors' discretion as to the timing of its regular meetings and make certain
other conforming changes. A special meeting of the members for the purpose of
voting on such amendments has been scheduled for October 31, 2001. If our
members approve such amendments and separately approve the restructuring
transactions in a timely manner, our board of directors will be reduced in size
from 18 directors to nine directors in connection with the next annual
election, which will be held as soon as reasonably practicable following
membership approval of the restructuring transactions, but in no event later
than March 31, 2002. At such annual election, our members will elect eight new
directors to serve on the nine-member board of directors with the then current
chairman of the board continuing to serve in such capacity as the ninth member
of such board. Upon completion of the restructuring transactions, the new
directors elected to serve on the nine-member board of directors will continue
to serve on the boards of directors of both CBOT Holdings and the CBOT
subsidiary until the next annual meeting of each such corporation.

   If the amendments to our certificate of incorporation and bylaws are not
approved by our members or the membership vote on the restructuring
transactions does not occur in a timely manner, and, as a result, the size of
our board of directors is not reduced from 18 directors to nine directors prior
to the completion of the restructuring transactions, the certificate of
incorporation and bylaws of CBOT Holdings will provide that the then current
18-member board of directors will continue as the boards of directors of CBOT
Holdings and the CBOT subsidiary immediately following completion of the
restructuring transactions. The size of the board of directors of CBOT Holdings
will thereafter be reduced to nine directors in connection with a special
meeting of stockholders, to be held as soon as reasonably practicable following
completion of the restructuring

                                       50


transactions. At such special meeting, the stockholders will elect eight new
directors to serve on the nine-member board of directors with the then current
chairman of the board continuing to serve in such capacity as the ninth member
of such board. In connection with the election of directors to the new nine-
member board of directors of CBOT Holdings, it is anticipated that CBOT
Holdings, as the sole Class A member of the CBOT subsidiary, will elect each of
the newly-elected directors serving on the nine-member board of directors of
CBOT Holdings as directors of the CBOT subsidiary. Each director of CBOT
Holdings and the CBOT subsidiary will be elected to serve as a director until
the next annual meeting of each such corporation and will not be subject to
term limits.

   In order to ensure that the board of directors of CBOT Holdings is generally
identical in size and composition to the board of directors of the CBOT
subsidiary, it will be a qualification for service as a director of the CBOT
subsidiary that such director also serve on the board of directors of CBOT
Holdings. The nine-member boards of directors of CBOT Holdings and the CBOT
subsidiary will each consist of:

  . the chairman of the board;

  . five directors who are Class B members of the CBOT subsidiary;

  . two directors who are "independent" within the meaning of the certificate
    of incorporation and bylaws of CBOT Holdings; and

  . one director who is "at-large," or generally not subject to
    qualifications.

We currently expect that the president and chief executive officer of CBOT
Holdings will be nominated for election as the at-large director.

   Committees. In general, CBOT Holdings and the CBOT subsidiary will have a
limited number of board committees and certain board and other committees
currently maintained by the CBOT will be eliminated in order to further
streamline our corporate governance structure. We currently expect that CBOT
Holdings will have a nominating committee of the board, an executive committee
of the board, an audit committee of the board and a compensation committee of
the board. In addition to these committees, we currently anticipate that the
boards of directors of CBOT Holdings and the CBOT subsidiary will create or
maintain certain non-board advisory committees and other non-board committees
comprised of directors, officers and stockholders or members, as appropriate.

   Substantial Elimination of the Petition Process. Currently, voting members
of the CBOT have the right to vote on all amendments to the CBOT's certificate
of incorporation and bylaws, which include the rules of the CBOT. In addition,
members have the right to petition the board to call a special meeting of
members for the purpose of voting on amendments to the bylaws and rules. This
process, together with certain other provisions, including those relating to
the nomination procedures for elective officers and the annual election,
constitute what is sometimes referred to as the "petition process" of the CBOT
membership.

   In connection with the restructuring transactions, the petition process is
being substantially eliminated, with the principal exception consisting of the
preservation of certain core rights associated with the trading rights and
privileges of Class B members of the CBOT subsidiary. As a result, the ability
of the holders of common stock of CBOT Holdings and the Class B and Class C
members of the CBOT subsidiary to participate in the day-to-day management and
operations of CBOT Holdings and the CBOT subsidiary, respectively, will be
significantly reduced. In sharp contrast to the substantial rights of current
CBOT members pursuant to the petition process, stockholders of CBOT Holdings
will have rights more consistent with those of stockholders of a publicly held
corporation and members of the CBOT subsidiary will have substantially reduced
rights relative to the current rights of CBOT members.

   Specifically, the holders of the common stock of CBOT Holdings will not be
entitled to initiate proposals to amend the certificate of incorporation of
CBOT Holdings or, as described below, the certificate of incorporation, bylaws
and rules and regulations of the CBOT subsidiary. Any proposal by stockholders
of CBOT Holdings to adopt, repeal and amend the bylaws of CBOT Holdings may
only be brought to a vote at an annual meeting after satisfying certain advance
notice requirements described below and will require the

                                       51


approval of two-thirds of the voting power of the stockholders of CBOT Holdings
entitled to vote generally in the election of directors. The bylaws of CBOT
Holdings will provide that stockholders may not call special meetings of
stockholders and only the chairman, the president and the board of directors
will have the right to call such special meetings. The bylaws of CBOT Holdings
will contain provisions requiring that advance notice be delivered to CBOT
Holdings of any business to be brought by a stockholder before an annual
meeting of stockholders and providing for certain procedures to be followed by
stockholders in nominating persons for election to CBOT Holdings' board of
directors. Generally, such advance notice provisions will require that for an
annual meeting a stockholder must give written notice to the secretary of CBOT
Holdings not less than 30, nor more than 75, days prior to the first
anniversary of the date on which CBOT Holdings first mailed its proxy materials
for the preceding year's annual meeting of stockholders. In each case, the
notice must set forth specific information regarding such stockholder and each
director nominee or other business proposed by such stockholder, as applicable,
as provided in CBOT Holdings' bylaws. Except with respect to nominations by
stockholders for persons to be elected to the board of directors of CBOT
Holdings at a special meeting of stockholders at which directors are to be
elected, stockholders of CBOT Holdings will not be permitted to make proposals,
or bring other business, to a special meeting of stockholders.

   As described above, CBOT Holdings, as the holder of the sole Class A
membership in the CBOT subsidiary, will have the exclusive right to vote on
most matters requiring a vote of the members of the CBOT subsidiary, including
among other things, the election of directors to the board of directors of the
CBOT subsidiary. The holders of Class B and Class C memberships in the CBOT
subsidiary will not have voting rights with respect to matters requiring a vote
of the members of the CBOT subsidiary, except that holders of Series B-1 and
Series B-2, Class B memberships will have limited voting rights to approve
certain changes that would adversely affect certain core rights relating to the
trading rights and privileges of Class B members. Accordingly, the certificate
of incorporation and bylaws of the CBOT subsidiary do not provide Class B and
Class C members the right to bring proposals before annual or special meetings
of the membership of the CBOT subsidiary nor will Class B and Class C members
have the right to call special meetings of the membership of the CBOT
subsidiary.

   Change of Control Provisions. CBOT Holdings' certificate of incorporation
and bylaws will contain a number of provisions that may have the effect of
encouraging persons considering unsolicited tender offers or other unilateral
takeover proposals to negotiate with the board of directors rather than pursue
non-negotiated takeover attempts. The provisions will include, among other
things:

  . advance notice requirements for stockholder proposals;

  . application of the Delaware anti-takeover statute;

  . a requirement that special meetings of the stockholders of CBOT Holdings
    be called by only the chairman of the board, the president or the board
    of directors;

  . a prohibition on the ability of stockholders to take action by written
    consent; and

  . a requirement that any stockholder proposal to amend the bylaws be
    approved by at least two-thirds of the voting power of all outstanding
    shares of capital stock entitled to vote generally in the election of
    directors.

   In addition, we currently anticipate that CBOT Holdings would be asked to
consider, and may adopt, a stockholder rights plan or "poison pill" in
connection with any underwritten public offering of its common stock. We have
no current plan or intention to conduct such an offering.


                                       52


   You are being asked to approve and adopt the amended and restated
certificate of incorporation and bylaws of CBOT Holdings and the CBOT
subsidiary as part of the restructuring transactions. We have included the form
of the amended and restated certificate of incorporation and bylaws of CBOT
Holdings as Appendix F and Appendix G to this document, respectively. In
addition, we have included the form of the amended and restated certificate of
incorporation and bylaws of the CBOT subsidiary as Appendix H and Appendix I to
this document, respectively. The amended and restated certificate of
incorporation of CBOT Holdings will become effective immediately prior to the
time the reorganization merger becomes effective and the amended and restated
certificate of incorporation of the CBOT subsidiary will become effective at
the time the merger becomes effective, which we currently expect to occur as
soon as reasonably practicable following membership approval of the
propositions relating to the restructuring transactions, as described elsewhere
in this document, and satisfaction of all of the other conditions to the CBOT's
obligation to complete the restructuring transactions. We urge you to review
carefully all of the terms and conditions of the amended and restated
certificate of incorporation and bylaws of CBOT Holdings and the CBOT
subsidiary before voting on the restructuring transactions.

   In addition, you are being asked to approve and adopt certain changes to the
rules and regulations of the CBOT subsidiary as part of the restructuring
transactions. We currently expect that these changes to our rules and
regulations will take effect at the time that the amended and restated
certificate of incorporation of the CBOT subsidiary becomes effective. The form
of the rules and regulations of the CBOT subsidiary, which, subject to other
changes to the rules and regulations occurring after the date of this document,
we currently expect to be the rules and regulations of the CBOT subsidiary
immediately after the restructuring transactions, as well as the current rules
and regulations of the CBOT, have been filed as exhibits to the registration
statement of which this document is a part. We have included as Appendix J to
this document a summary entitled "Status of Certain Current CBOT Rules and
Regulations as a Result of the Restructuring Transactions," which summarizes
the changes to current rules and regulations that will occur as a result of the
restructuring transactions. We urge you to review carefully the summary of the
changes to the rules and regulations as well as the above-referenced exhibits
before voting on the restructuring transactions.

   For more information about these changes to our corporate governance
structure, and how such changes will affect your rights and obligations, see
"Comparison of the Rights of Members of the CBOT Prior to and After Completion
of the Restructuring Transactions."

 Reorganization of Our Electronic Trading Business

   In connection with the restructuring transactions, our electronic trading
business, operated by Ceres, will be reorganized and consolidated into eCBOT,
our wholly owned subsidiary, so that, following the restructuring transactions,
eCBOT will conduct the electronic trading business of the CBOT. We describe
these transactions briefly below.

   In preparation for the reorganization of our electronic trading business, we
will form a merger subsidiary, Ceres Merger Sub, Inc., for the purpose of
effecting the reorganization. Ceres Merger Sub will be a Delaware corporation
and a wholly owned subsidiary of the CBOT. Following the reorganization merger,
Ceres Merger Sub will be a direct and wholly owned subsidiary of the CBOT
subsidiary. As part of the reorganization of our electronic trading business,
Ceres Merger Sub will merge with and into Ceres, with Ceres as the surviving
entity. As a result of this merger, eCBOT will remain the general partner of
Ceres and the CBOT subsidiary will become a limited partner of Ceres. Following
the Ceres merger, Ceres will liquidate and its assets will be distributed to
the CBOT subsidiary and eCBOT, pursuant to the terms of the Ceres limited
partnership agreement. The CBOT subsidiary will then transfer to eCBOT assets
relating to the electronic trading business. As a result, eCBOT will own and
operate the electronic trading business of the CBOT subsidiary, including our
50% ownership interest in CBOT/Eurex Alliance, L.L.C., and our interest in the
a/c/e software.

   Pursuant to the Ceres merger, the limited partners of Ceres, other than
eCBOT, will receive a cash payment in exchange for their limited partnership
interests. The amount of cash payment that will be

                                       53


distributed in exchange for each limited partnership interest will be
determined by our board of directors and the board of directors of eCBOT, the
general partner of Ceres, after considering each limited partnership interest's
allocable portion of the value of Ceres.

   Arthur Andersen has been retained to conduct a valuation analysis of Ceres
in order to provide to our board of directors its opinion of the fair market
value of Ceres and each of the underlying partnership interests as of a date
reasonably proximate to the date of the completion of the Ceres merger. Arthur
Andersen's final valuation report will provide the basis for determining the
amount of the cash payment to be distributed as merger consideration among the
Ceres limited partners in the Ceres merger. The amount of the specific cash
payment that will be distributed to each limited partner of Ceres will not be
determined by our board of directors and the board of directors of eCBOT until
the time of the completion of the Ceres merger.

   In October 2001, Arthur Andersen prepared a preliminary valuation analysis
that concluded the fair market value of Ceres as of June 30, 2001 was
$25,400,000. The full text of the preliminary Ceres valuation analysis is
attached as Appendix D-3 to this document. According to this analysis, the
allocation of value of Ceres among the general partner and the limited partner
classes as of June 30, 2001 was as follows:

                               Valuation of Ceres
                              As of June 30, 2001



                Partnership Interest               Valuation
                --------------------               ---------
                                               
                  General Partner                 $ 2,540,000
             Class A-1 Limited Partners            16,051,984
             Class A-2 Limited Partners             1,499,894
             Class A-3 Limited Partners               154,560
             Class A-4 Limited Partners                73,562
             Class B Limited Partners               5,080,000
                                                  -----------
                  Total (rounded)                 $25,400,000
                                                  ===========


   For purposes of illustration, the following chart indicates the amount of
the cash payment that would have been distributed for each Class A limited
partnership interest if the distribution had been made on the basis of Arthur
Andersen's valuation of Ceres as of June 30, 2001 as described below.

                            Illustrative Example of
                      the Amount of the Cash Payment To Be
                Received Per Ceres Class A Partnership Interest
                              As of June 30, 2001



                                                     Cash
             Limited Partnership Interest          Payment
             ----------------------------         ----------
                                               
                      Class A-1                   $11,499.35
                      Class A-2                     1,908.26
                      Class A-3                       954.07
                      Class A-4                        57.25


   Class B limited partnership interests are currently held only by our
clearing members and, according to the terms of the Ceres limited partnership
agreement, part of the value of the Class B limited partnership interests is
based upon the CBOT trading volume of the member holding such limited
partnership interest. As a result, the value of each Class B limited
partnership interest, and the amount of the cash payment to be distributed with
respect to that limited partnership interest, varies by holder. Based upon
Arthur Andersen's valuation of Ceres as of June 30, 2001, a total of $5,080,000
would be distributed to the 60 holders of Class B limited partnership interests
in Ceres.


                                       54


   You should understand that the actual amount of the cash payment to be
issued to each Ceres limited partner will be determined by our board of
directors and the board of directors of eCBOT after considering the value of
each limited partnership interest as presented in Arthur Andersen's final
valuation report to be delivered to the board of directors as of a date
reasonably proximate to the date of the completion of the Ceres merger and is
not capable of determination at this time. Accordingly, the description above
is for illustrative purposes only.

   For more information regarding the valuation of Ceres, see "--Ceres
Valuation Analysis of Arthur Andersen."

   Arthur Andersen was also retained by our board of directors and the board of
directors of eCBOT to evaluate the fairness, from a financial point of view, to
Ceres and each class of its limited partners of the consideration to be
received by each Ceres limited partner in exchange for their respective limited
partnership interests pursuant to the Ceres merger. For more information, see
"--Opinion of Arthur Andersen to the Board of Directors Regarding the Fairness
of the Ceres Merger."

   Although you are being asked to approve the reorganization of our electronic
trading business because it is part of the restructuring transactions, you are
not being asked to separately approve the Ceres merger. We expect that the
Ceres merger will be approved by the board of directors of Ceres Merger Sub, by
the CBOT, as the sole stockholder of Ceres Merger Sub, and eCBOT, as the
general partner of Ceres, and that the Ceres merger will be completed as soon
as reasonably practicable following the effectiveness of the reorganization
merger. However, if the CBOT members entitled to vote do not approve all three
of the propositions relating to the restructuring transactions submitted for
their approval, the Ceres merger will not be completed. Our obligation to
complete the Ceres merger is also conditioned on the satisfaction of the other
conditions to the CBOT's obligation to complete the restructuring transactions.
For more information about certain regulatory approvals and other conditions to
implementing the transactions, see "--Regulatory Matters" and "--Conditions to
Completing the Restructuring Transactions."

Independent Allocation Committee of the Board

   In January 2000, in connection with its approval of the original
restructuring strategy, our board of directors established an Independent
Allocation Committee of the board, composed solely of public or independent
directors of the board, to determine and recommend to the full board an
appropriate and fair allocation among the CBOT members of shares in the two
companies contemplated by the original restructuring strategy: the company
conducting the updated open outcry trading business and the company conducting
the electronic trading business.

   To assure the independence of the process, each member of the Independent
Allocation Committee confirmed that there were no conflicts of interest
presented by his service on the Independent Allocation Committee, and that
neither any member nor any person in a member's family held a financial
interest in a CBOT member. The Independent Allocation Committee engaged an
independent financial advisor, William Blair, and special counsel, Winston &
Strawn, to assist in developing its recommendation. Again, each of these
advisors confirmed that their service to the Independent Allocation Committee
did not present a conflict of interest. Governor Thompson, the Chairman of the
Independent Allocation Committee, is the Chairman of Winston & Strawn, special
counsel to the Independent Allocation Committee. Members of the Independent
Allocation Committee each initially received a fee of $20,000 for service on
the committee. In connection with their continued service on the Independent
Allocation Committee, in October 2001, Governor Thompson and Mr. Weems each
received an additional fee of $20,000 for service on the Committee. In
addition, the CBOT agreed to indemnify each member against liabilities arising
from such service. Also, the CBOT agreed to compensate each member of the
Independent Allocation Committee for time spent in connection with any
litigation proceeding relating to the matters considered by the Independent
Allocation Committee at an hourly rate, not to exceed $500, equal to the rate
at which such member is compensated by third parties for legal or

                                       55


consulting services or, if no such rate is applicable to a member, such rate as
is mutually agreed to by the CBOT and the member.

   During the course of its initial deliberations, which took place from
January to May 2000, the Independent Allocation Committee and its advisors
reviewed member correspondence regarding their views on allocation; met with
various membership committees and groups as well as CBOT management and staff;
reviewed various CBOT organizational documents, documents relating to the
creation of memberships and certain trading and financial statistics relating
to the CBOT, including historical prices for memberships; reviewed various
other materials prepared for the CBOT or the board of directors by outside
consultants, financial, legal and other advisors; participated in various
meetings with such advisors; and researched other relevant data, including the
allocation methodologies used by other exchanges in connection with
demutualization transactions.

   After considering various methodologies for allocation, the Independent
Allocation Committee concluded that it would be appropriate to adopt an
allocation methodology that takes into account a combination of factors rather
than a single factor and includes the following:

  . relative liquidation rights;

  . relative voting rights;

  . the allocation made in connection with the formation of Ceres;

  . the market values of memberships; and

  . the contract volumes for which each class of membership has been
    responsible on a historical basis.

   Although the Independent Allocation Committee did not believe that it was
appropriate to assign specific weight to any particular factor, the Independent
Allocation Committee concluded that, in establishing an allocation, relatively
greater importance should be given to liquidation rights, voting rights and the
allocation made to members in connection with the formation of Ceres. Based on
its deliberations, on May 5, 2000, the Independent Allocation Committee
unanimously recommended to the full board that an allocation of shares of
common stock in each of the then proposed open outcry trading and electronic
trading companies to each Full Member, Associate Member, GIM, IDEM and COM in
the ratio of 5.0 : 1.0 : 0.50 : 0.06 : 0.07 was fair. In reaching this
conclusion, the Independent Allocation Committee received and considered an
opinion dated May 5, 2000 from William Blair that the allocation recommended by
the Independent Allocation Committee in connection with the restructuring was
fair, from a financial point of view, to the holders of each class of
membership. For more information on this opinion, see "--Opinion of the
Financial Advisor to the Independent Allocation Committee of the Board."

   The recommendation of the Independent Allocation Committee on May 5, 2000,
as well as the opinion of William Blair as of such date, were based on a number
of assumptions, including that:

  . the restructuring would not take the form of a liquidation;

  . the trading rights and privileges of each class, including the Chicago
    Board Options Exchange exercise right of Full Members, would continue;

  . each member would receive in addition to their trading rights the
    appropriate number of shares in both the then proposed open outcry
    trading and electronic trading companies per the allocation;

  . each company's shares would be issued with equal per share voting and
    liquidation rights;

  . such shares would be in addition to any shares or other consideration
    received in connection with the reorganization of Ceres, which
    transaction was outside the purview of the Committee.

The allocation did not take into consideration any transaction with the Chicago
Board Options Exchange, and the allocation of assets and liabilities between
the then proposed open outcry trading and electronic trading companies was
beyond the purview of the Independent Allocation Committee.

                                       56


   On May 16, 2000, the full board approved and adopted the recommendation made
by the Independent Allocation Committee on May 5, 2000, subject to any changes
in the underlying assumptions, and subject to the board's further approval of
the definitive terms and structure of transactions designed to implement the
restructuring.

   Following the adoption by the board of directors of the revised
restructuring strategy in August 2000, the Independent Allocation Committee
undertook to consider the revised restructuring strategy and update its
recommendation regarding an appropriate and fair allocation of value among CBOT
members in the context of the revised restructuring strategy.

   In the course of updating its initial recommendation regarding the
allocation of equity among members of CBOT, the Independent Allocation
Committee reviewed various aspects of the revised restructuring strategy that
were developed subsequent to May 5, 2000, including:

  . the change in the form of the restructuring transactions to provide for
    the distribution and allocation solely of shares of the then proposed
    stock, for-profit company and the formation of eCBOT as a wholly owned
    subsidiary of CBOT;

  . the board of directors' decision to reorganize and consolidate the
    electronic trading business into eCBOT through a series of transactions
    involving Ceres, including a merger transaction in which limited
    partnership interests in Ceres would be exchanged for shares of
    convertible preferred stock of the stock, for-profit company; and

  . the proposal to issue shares of common stock of the then proposed stock,
    for-profit company in two classes: Class A common stock with traditional
    voting, liquidation and dividend rights that would represent
    substantially all of the equity value and voting power initially
    evidenced by the common stock of the then proposed stock, for-profit
    company; and Class B common stock that would be issued in five series,
    two of which would have special voting rights with respect to certain
    trading rights and privileges of Class B common stockholders, each of
    which series would entitle an eligible holder to trading rights and
    privileges that would correspond to, and would be substantially similar
    to, the trading rights and privileges of one of the five member classes
    of CBOT.

   The Independent Allocation Committee also considered such other factors as
it deemed relevant, including the trading volume activity by various membership
classes and the trading prices for various memberships. Based on these
deliberations and its conclusion that the factors which supported its initial
recommendation remained an appropriate basis for determining an allocation
methodology in the context of the restructuring transactions and that such
factors had not changed in any material respect since May 5, 2000, on November
21, 2000 the Independent Allocation Committee unanimously recommended to the
full board that an allocation of shares of Class A common stock of the then
proposed stock, for-profit company among the members in respect of their
memberships in connection with the restructuring in the ratio of 5.0 : 1.0 :
0.50 : 0.06 : 0.07 to each Full Member, Associate Member, GIM, IDEM and COM,
respectively, was fair. In reaching this conclusion, the Independent Allocation
Committee received and considered an updated oral opinion on November 20, 2000,
which was confirmed in writing on November 21, 2000, from William Blair that
such allocation was fair, from a financial point of view, to the holders of
each class of membership. For more information on this updated opinion, see "--
Opinion of the Financial Advisor to the Independent Allocation Committee of the
Board."

   The updated recommendation of the Independent Allocation Committee on
November 21, 2000, as well as the opinion of William Blair as of such date,
were based on a number of assumptions, including that:

  . the restructuring will not take the form of a liquidation;

  . the trading rights and privileges of each membership class, including the
    Chicago Board Options Exchange exercise right of Full Members, would
    continue;

  . each member would receive, in addition to a share of the appropriate
    series of Class B common stock and associated trading rights and
    privileges, the number of shares of Class A common stock to which

                                       57


   such member would be entitled in the then proposed stock, for-profit
   company per the allocation ratio in respect of his or her membership;

  . such shares would be in addition to the shares of convertible preferred
    stock or other consideration received in connection with the Ceres
    merger, the fairness of which transaction was beyond the purview the
    Independent Allocation Committee and the opinion of William Blair; and

  . the allocation did not take into consideration any possible transaction
    or business combination with any other party.

   On January 16, 2001, immediately prior to the meeting of the board of
directors to consider the restructuring transactions, the Independent
Allocation Committee met to review and consider certain refinements to the
restructuring transactions recommended by the Executive Committee and
management. At the meeting of the board of directors, the Independent
Allocation Committee reported to the board of directors that it had reviewed
such refinements to the restructuring transactions recommended by the
Executive Committee and management and confirmed its updated recommendation
regarding the allocation among the members of Class A common stock of the then
proposed stock, for-profit company in respect of their memberships in
connection with the restructuring transactions, as currently proposed, as
provided to the board at the November 21, 2000 meeting. The Independent
Allocation Committee indicated that, in reaching this recommendation, it
received and considered an updated opinion of William Blair, dated January 16,
2001, that the proposed allocation was fair, from a financial point of view,
to each of the five classes of members.

   In September 2001, the Independent Allocation Committee undertook to
consider further refinements to the restructuring transactions and update its
recommendation regarding an appropriate and fair allocation of value among
CBOT members in the context of the revised restructuring strategy. In the
course of updating its recommendation regarding the allocation of equity among
members of CBOT, the Independent Allocation Committee reviewed various aspects
of the restructuring transactions that were developed subsequent to January
16, 2001, including the refinements to the restructuring transactions to
provide for the creation of a holding company structure, the distribution of
shares of common stock of the holding company to the members of the CBOT and
the creation of a separate class of membership in the CBOT subsidiary to
represent the Chicago Board Options Exchange exercise right. The Independent
Allocation Committee also considered such other factors as it deemed relevant,
including the trading volume activity by various membership classes and the
trading prices for various memberships. On September 13, 2001, the Independent
Allocation Committee met with representatives of William Blair, Winston &
Strawn and Kirkland & Ellis to consider these refinements and their impact, if
any, on their previous recommendations.

   Based on these deliberations and its conclusion that the factors which
supported its earlier recommendation remained an appropriate basis for
determining an allocation methodology in the context of the restructuring
transactions and that such factors had not changed in any material respect
since January 16, 2001, the Independent Allocation Committee met again on
September 24, 2001, and unanimously adopted a recommendation, which was
delivered to the full board on October 2, 2001 that an allocation of shares of
common stock of CBOT Holdings among the members in respect of their
memberships in connection with the restructuring in the ratio of 5.0 : 1.0 :
0.50 : 0.06 : 0.07 to each Full Member, Associate Member, GIM, IDEM and COM,
respectively, is fair. In reaching this conclusion, the Independent Allocation
Committee received and considered an updated opinion on September 24, 2001
from William Blair that such allocation is fair, from a financial point of
view, to the holders of each class of membership. For more information on this
updated opinion, see "--Opinion of the Financial Advisor to the Independent
Allocation Committee of the Board."

   The updated recommendation of the Independent Allocation Committee on
September 24, 2001, as well as the opinion of William Blair as of such date,
were based on a number of assumptions, including that:

  .  the restructuring would not take the form of a liquidation;

  .  the trading rights and privileges of each membership class, including
     the Chicago Board Options Exchange exercise right of Full Members, would
     remain intact;

                                      58


  .  each member would receive, in addition to an appropriate series of Class
     B membership in the CBOT subsidiary and associated trading rights and
     privileges, the number of shares of common stock of CBOT Holdings to
     which such member would be entitled per the allocation ratio in respect
     of his or her membership;

  .  each full member would receive a Class C membership in the CBOT subsidiary,
     which would represent the Chicago Board Options Exchange exercise right;

  .  such shares and memberships would be in addition to the cash payment
     received in connection with the Ceres merger, the fairness of which
     transaction was beyond the purview of the Independent Allocation
     Committee and the opinion of William Blair; and

  .  the allocation did not take into consideration any possible transaction
     or business combination with any other party.

Opinion of the Financial Advisor to the Independent Allocation Committee of the
Board

   Since no mechanism currently exists in our certificate of incorporation or
bylaws for allocating ownership in our organization among the members, the CBOT
established the Independent Allocation Committee as described above under "--
Independent Allocation Committee of the Board" and William Blair was retained
by the Independent Allocation Committee to render a written opinion as to the
fairness, from a financial point of view, of the allocation of equity in CBOT
Holdings among CBOT members in respect of their memberships. William Blair was
hired based on its qualifications and expertise in providing financial advice
to companies and its reputation as a nationally recognized investment banking
firm. William Blair was paid total fees of $750,000 for the issuance of its
written opinion to the Independent Allocation Committee and the board of
directors and each update through the January 16, 2001 update. On September 7,
2001, the CBOT and William Blair agreed to extend William Blair's engagement
for 9 months for a fee of $200,000. Payment of the fees was not conditioned on
the conclusion reached by William Blair in its opinion. We also agreed to
indemnify William Blair against potential liabilities arising out of both its
initial and its extended engagement. We note that, in the opinion of the SEC,
indemnification against liabilities under the U.S. federal securities laws is
against the public policy expressed in the Securities Act and is, therefore,
unenforceable.

   At the request of the Independent Allocation Committee, William Blair
originally delivered to the committee its oral fairness opinion on May 5, 2000,
which was also confirmed in writing as of such date and also addressed to our
board. In light of the August 31, 2000 abandonment of the original
restructuring strategy, which had contemplated two separate for-profit
companies, in favor of the revised restructuring strategy, which contemplated a
single demutualized company operating the electronic trading company as a
wholly owned subsidiary, William Blair reissued its opinion on November 20,
2000, which it confirmed in writing on November 21, 2000 and updated on January
16, 2001. The November 21, 2000 and January 16, 2001 opinions were also
addressed to our board.

   In light of the further refinements to the revised restructuring strategy
recommended by the Executive Committee and management in September 2001, and at
the request of the Independent Allocation Committee, William Blair reviewed and
considered the refinements to the restructuring transactions, including the
creation of a holding company and the distribution of common stock of the
holding company to the members of the CBOT, and reissued its opinion by letter
dated September 24, 2001, the date on which the Independent Allocation
Committee confirmed its updated recommendation concerning the allocation and
the board of directors met to consider, and voted to approve, the restructuring
transactions, including the recommended allocation of common stock of CBOT
Holdings among members in respect of their memberships. The September 24, 2001
opinion was also addressed to our board. For more information, see "--
Background of the Restructuring Transactions--Development of the Restructuring
Strategy."

   The September 24, 2001 opinion, which was substantially similar to
William Blair's January 16, 2001 and November 21, 2000 opinions, stated that,
based upon and subject to the matters set forth in the opinion, the allocation
to members of shares of common stock of CBOT Holdings in respect of their
memberships in

                                       59


connection with the restructuring transactions in the ratio of 5.0 : 1.0 : 0.5
: 0.06 : 0.07 to each Full Member and Associate Member, and each holder of a
GIM, IDEM and COM, respectively, is fair, from a financial point of view, to
each of the five classes of members. William Blair's November 21, 2000 and
January 16, 2001 opinions had stated, with similar qualifications, that an
allocation in the same ratio of common stock of the then proposed stock, for-
profit corporation would be fair, from a financial point of view, to each of
the five classes of members. William Blair's May 5, 2000 opinion had stated,
also with similar qualifications, that an allocation in the same ratio of
common stock of the then proposed stock, for-profit corporation and the
electronic trading company would be fair, from a financial point of view, to
each of the five classes of members. The full text of the September 24, 2001
opinion is attached as Appendix D-1 to this document and describes the
assumptions made, matters considered and limits on the scope of the review
undertaken, by William Blair. We urge you to read the opinion carefully and in
its entirety before voting on the restructuring transactions.

   William Blair's opinions address only the fairness, from a financial point
of view, to each class of the members of the allocation of shares of common
stock of CBOT Holdings among the members in respect of their memberships in
connection with the restructuring transactions. The fairness of the
consideration to be received by the limited partners of Ceres in exchange for
their limited partnership interests pursuant to the Ceres merger is beyond the
scope of William Blair's opinions. For information regarding the Arthur
Andersen fairness opinion, which addresses such matters, see "--Opinion of
Arthur Andersen to the Board of Directors Regarding Fairness of the Ceres
Merger." William Blair's opinions do not address the merits of our underlying
decision to engage in the restructuring transactions or the fairness of the
consideration to be received by the members in respect of memberships in the
restructuring transactions, and do not constitute a recommendation to any
member as to how you should vote with respect to the restructuring
transactions. See "Risk Factors--Risks Relating to the Restructuring
Transactions--We Have Not Determined or Received Any Opinion Regarding the
Value of the CBOT Before or After the Restructuring Transactions or the Value
of the Securities You Will Receive in the Restructuring Transactions Compared
to the Value of the Memberships You Currently Own."

   In rendering each of its opinions, William Blair assumed and relied, without
independent verification, upon the accuracy and completeness of all the
information examined by or otherwise reviewed or discussed with it for purposes
of the opinion. William Blair did not make or obtain an independent valuation
or appraisal of our assets, liabilities or solvency. Each opinion is based upon
economic, market, financial and other conditions existing on, and other
information disclosed to William Blair, as of the date of the opinion. Although
subsequent developments may affect an opinion, William Blair does not have any
obligation to update, revise, reaffirm or reissue such opinion except when
requested as provided in the letter agreement between William Blair and the
CBOT, dated September 7, 2001.

   In connection with its review of the restructuring transactions and the
preparation of the opinions, William Blair examined, among other things:

  . certain descriptive information regarding the restructuring transactions;

  . various organizational documents of the CBOT and Ceres, including the
    CBOT's certificate of incorporation, bylaws and rules and regulations and
    the Ceres limited partnership agreement;

  . various trading and financial statistics for the CBOT;

  . certain publicly available information regarding terms of certain
    transactions involving restructurings of exchanges comparable to the CBOT
    and the allocation of value;

  . presentations provided to us by our consultants and financial and legal
    advisors;

  . letters to the CBOT from various members regarding the restructuring
    transactions; and

  . information regarding the historical trading prices of memberships.


                                       60


   In connection with its opinions, William Blair also examined drafts of the
Registration Statement on Form S-4 of the CBOT and CBOT Holdings relating to
the restructuring transactions and the amended and restated certificates of
incorporation and bylaws of CBOT Holdings and the CBOT subsidiary.

   William Blair also held discussions with current and former members of our
senior management and of the various classes of members of CBOT regarding the
foregoing, considered other matters which it deemed relevant to its inquiry and
has taken into account such accepted financial and investment banking
procedures and considerations as it deemed relevant.

   William Blair was also advised by the Independent Allocation Committee that,
for purposes of rendering its opinions, it could assume that the restructuring
transactions will not be effected by means of a liquidation. William Blair made
this assumption without independent legal analysis.

   Furthermore, in connection with its review of the restructuring transactions
and the preparation of its opinions, William Blair assumed that:

  .  the restructuring would not take the form of a liquidation;

  .  the trading rights and privileges of each membership class, including
     the Chicago Board Options Exchange exercise right of Full Members, would
     remain intact;

  .  each member would receive, in addition to an appropriate series of Class
     B membership in the CBOT subsidiary and associated trading rights and
     privileges, the number of shares of common stock of CBOT Holdings to
     which such member would be entitled per the allocation ratio in respect
     of his or her membership;

  .  each full member would receive a Class C membership in the CBOT subsidiary,
     which would represent the Chicago Board Options Exchange exercise right;

  .  such shares and memberships would be in addition to the cash payment
     received in connection with the Ceres merger, the fairness of which
     transaction was beyond the purview of the Independent Allocation
     Committee and the opinion of William Blair; and

  .  the allocation did not take into consideration any possible transaction
     or business combination with any other party.

   William Blair's May 5 opinion also made certain additional assumptions.

   The following summarizes the principal financial analyses performed by
William Blair to arrive at the conclusions set forth in the September 24, 2001
opinion. William Blair performed similar financial analyses in arriving at its
conclusions in its May 5, 2000, November 21, 2000 and January 16, 2001
opinions. William Blair performed certain procedures, including each of the
financial analyses described below, and reviewed with the Independent
Allocation Committee the assumptions upon which such analyses were based, and
other factors. The preparation of a fairness opinion is a complex process. The
summary set forth below does not purport to be a complete description of the
analyses performed or factors considered by William Blair in this regard.

   In arriving at its conclusion, William Blair considered various
methodologies for allocating the shares of common stock in CBOT Holdings among
the members in respect of their memberships in connection with the
restructuring transactions. William Blair concluded, in its professional
judgment, that an allocation methodology that takes into account a combination
of factors rather than a single factor was appropriate, and that such
combination of factors should include, with respect to each of the five classes
of members:

  . relative liquidation rights;

  . relative voting rights;

  . the allocation made in respect of each membership in connection with the
    formation of Ceres;

  . the market values of memberships; and

                                       61


  . the contract volumes for which each class of membership has been
    responsible on a historical basis.

   In arriving at its conclusion, William Blair attached greater importance to
liquidation rights, voting rights and the allocation made in respect of each
membership in connection with the formation of Ceres.

 Relative Liquidation Rights

   William Blair reviewed the liquidation rights as defined in the CBOT bylaws,
including the rules, which provide for the sharing of proceeds from dissolution
allocated to each member in the event of liquidation. In addition, William
Blair reviewed the implied per share allocation ratios, as set forth below:



       Member                Liquidation                Implied Per Share
        Class              Share Per Member             Allocation Ratio*
       ------              ----------------             -----------------
                                                  
        Full                    1.000                         6.00
      Associate                 0.167                         1.00
         GIM                    0.111                         0.67
        IDEM                    0.005                         0.03
         COM                    0.005                         0.03

--------
*Stated as a multiple of Liquidation Share Per Member for the Associate Member
   class.

 Relative Voting Rights

   William Blair reviewed voting rights per member as set forth in the CBOT
certificate of incorporation, bylaws and rules and regulations. In addition,
William Blair reviewed the implied per share allocation ratios, as set forth
below:



       Member          Relative Voting Rights         Implied Per Share
        Class                Per Member               Allocation Ratio*
       ------          ----------------------         -----------------
                                                
        Full                   1.000                        6.00
      Associate                0.167                        1.00
         GIM                   0.000                        0.00
        IDEM                   0.000                        0.00
         COM                   0.000                        0.00

--------
*Stated as a multiple of Relative Voting Rights Per Member for the Associate
   Member class.

 Allocation Made in Respect of Each Membership in Connection with the Formation
 of Ceres

   William Blair reviewed the allocation of profits as defined in the Ceres
limited partnership agreement for the 70% of Ceres owned by the Ceres limited
partners who are CBOT members other than the clearing members. In addition,
William Blair reviewed the implied per share allocation ratios, as set forth
below:



                     Allocation of        Per Member             Implied
       Member      Profits by Member     Allocation of     Per Share Allocation
        Class          Class (1)          Profits (2)           Ratio (3)
       ------      -----------------     -------------     --------------------
                                                  
        Full            90.29%             0.06440%                6.00
      Associate          8.36%             0.01073%                1.00
         GIM             0.93%             0.00537%                0.50
        IDEM             0.21%             0.00032%                0.03
         COM             0.21%             0.00032%                0.03

--------
(1) As defined in the Ceres limited partnership agreement. Based on member seat
    count as stated in the draft dated September 17, 2001 of the Registration
    Statement on Form S-4 of the CBOT as follows: Full (1,402), Associate
    (786), GIM (162), IDEM (642) and COM (643).
(2) Defined as Allocation of Profits by Member Class divided by the respective
    member seat count.
(3) Stated as a multiple of Per Member Allocation of Profits for the Associate
    Member class.

                                       62


 Market Values of Memberships

   William Blair reviewed the median historical trading prices of memberships
for the one-year period ending July 21, 1999, the day before the announcement
of the formation of the Restructuring Task Force and the restructuring
initiative. In addition, William Blair reviewed the implied per share
allocation ratios, as set forth below:



                         Median Membership Price
                            (For the One Year                    Implied
       Member            Period Ending July 21,            Per Share Allocation
        Class                     1999)                           Ratio*
       ------            -----------------------           --------------------
                                                     
        Full                    $490,000                           2.49
      Associate                 $197,000                           1.00
         GIM                    $ 89,000                           0.45
        IDEM                    $ 27,000                           0.14
         COM                    $ 55,000                           0.28

--------
*Stated as a multiple of Median Membership Price for the Associate Member
   class.

   William Blair also considered median historical trading prices for the five-
year period ending July 21, 1999, as well as spot market prices as of September
21, 2001 for each membership class.

 Contract Volumes

   William Blair reviewed the contract volume traded by each membership class
as a percentage of the total contract volume traded by all membership classes.
The analysis was based on contract trading volume data for the period beginning
September 1, 1998 and ending August 31, 2001, the latest such period for which
contract trading volume data by membership class was readily available. In
addition, William Blair reviewed the implied per share allocation ratios, as
set forth below:



                              Percent of Total                  Implied
       Member                Contract Volume by                Per Share
        Class                   Member Class               Allocation Ratio*
       ------                ------------------            -----------------
                                                     
        Full                       48.15%                        1.17
      Associate                    40.98%                        1.00
         GIM                        0.55%                        0.01
        IDEM                        5.19%                        0.13
         COM                        5.13%                        0.13

--------
*Stated as a multiple of Percent of Total Contract Volume by Member Class for
   the Associate Member class.

   The foregoing description is only a summary of the material aspects of the
financial analyses used by William Blair in connection with rendering the
opinions. The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. It involves
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of those methods to the particular
circumstances. Selecting portions of the analyses or of the summary set forth
above, without considering the analyses as a whole, could create an incomplete
view of the processes underlying William Blair's opinions. In arriving at the
opinions, William Blair considered the results of all these analyses. The
analyses were prepared solely for the purposes of William Blair providing its
opinion as to the fairness, from a financial point of view, to each of the five
classes of CBOT members, of the allocation of shares of common stock in CBOT
Holdings among the members in respect of their memberships in connection with
the restructuring transactions.

   Any analysis of the fairness, from a financial point of view, to the
members, involves complex considerations and judgments. The fairness opinion
and the related presentations to the Independent Allocation Committee on May 5,
2000, November 20, 2000, January 16, 2001 and September 24, 2001 were among
many factors taken into consideration by the Independent Allocation Committee
in recommending the allocation. William Blair's opinions are for the use and
benefit of the Independent Allocation Committee and the board of directors in
their consideration of the allocation in the context of the restructuring
transactions.

                                       63


   William Blair was not requested to, and did not, participate in the
structuring of the restructuring transactions nor was it asked to consider, and
its opinions do not address, the relative merits of the restructuring
transactions as compared to any alternative business strategies that might
exist for us or the effect of any other transaction in which we might engage,
the value of the CBOT before or after completion of the restructuring
transactions, or the fairness of the consideration to be received by CBOT
members in respect of their memberships in connection with the restructuring
transactions. See "Risk Factors--Risks Relating to the Restructuring
Transactions--We Have Not Determined or Received Any Opinion Regarding the
Value of the CBOT Before or After the Restructuring Transactions or the Value
of the Securities You Will Receive in the Restructuring Transactions Compared
to the Value of the Memberships You Currently Own."

Opinion of Arthur Andersen to the Board of Directors Regarding the Fairness of
the Ceres Merger

   Arthur Andersen was retained by our board of directors and the board of
directors of eCBOT to render a written opinion as to the fairness, from a
financial point of view, to Ceres and each class of the limited partners of
Ceres, of the consideration to be received by each Ceres limited partner in
exchange for their respective limited partnership interests pursuant to the
Ceres merger. Arthur Andersen was hired based on its qualifications and
expertise in providing financial advice to companies and its reputation as a
nationally recognized professional services firm having significant financial
advisory expertise and experience. Moreover, Arthur Andersen had already been
engaged by us in connection with preparing a valuation analysis of Ceres.
Arthur Andersen confirmed to us that its service to the two boards did not
present a conflict of interest, and disclosed that it has performed and
continues to perform various accounting and tax services for the CBOT that are
unrelated to the restructuring transactions and that Arthur Andersen has
received customary fees for rendering such services. Arthur Andersen has been
or will be paid total fees of $300,000 for the services provided in connection
with the issuance of its written opinion. No portion of Arthur Andersen's fee
was contingent upon the completion of the Ceres merger or the conclusion
reached in the opinion. We also agreed to indemnify Arthur Andersen against
potential liabilities arising out of their engagement. We note that, in the
opinion of the SEC, indemnification against liabilities under the U.S. federal
securities laws is against the public policy expressed in the Securities Act
and is, therefore, unenforceable.

   Arthur Andersen provided its written opinion to the two boards of directors
by letter dated January 16, 2001. As a result of certain refinements to the
revised restructuring transactions, Arthur Andersen provided an updated written
opinion to the two boards of directors by a letter dated October 2, 2001. The
opinion of Arthur Andersen stated that, based upon and subject to the following
assumptions and limitations, including the various assumptions and limitations
set forth in the opinion, the consideration to be received by each limited
partner of Ceres in exchange for their respective limited partnership interests
pursuant to the Ceres merger, is fair, from a financial point of view, to Ceres
and each class of its limited partners, as of the date of the opinion.

   Arthur Andersen has agreed to reaffirm its opinion at or about the times at
which:

  . the board approves the Ceres merger;

  . the proxy statement and prospectus relating to the restructuring
    transactions is disseminated to the membership in connection with the
    special meeting for the purpose of voting on the restructuring
    transactions; and

  . the Ceres merger is completed.

   The full text of the Arthur Andersen fairness opinion is attached as
Appendix D-2 to this document. We encourage you to read carefully the full text
of that opinion, including the description of the assumptions made, matters
considered, and limits on the scope of the review and analysis undertaken by
Arthur Andersen, before voting on the restructuring transactions.

   As noted above, the CBOT currently anticipates receiving a reaffirmation of
the Arthur Andersen fairness opinion at or about the time of the completion of
the Ceres merger. Upon receipt, such opinion will be made available for
inspection and copying during regular business hours at our principal executive
offices located at

                                       64


141 West Jackson Boulevard, Chicago, Illinois 60604, by any CBOT member or
Ceres limited partner or his or her representative who has been so designated
in writing.

   The opinion addresses only the fairness, from a financial point of view, of
the consideration to be received by each limited partner of Ceres in exchange
for their respective limited partnership interests pursuant to the Ceres merger
to Ceres and each class of the limited partners of Ceres. Arthur Andersen has
not acted as financial advisor to Ceres, eCBOT or the CBOT in connection with
the Ceres merger, other than in connection with rendering its fairness opinion
and in connection with estimating the fair market value of Ceres and the
limited partnership interests as described below under "--Ceres Valuation
Analysis of Arthur Andersen" to assist us in determining the terms of and
effecting the Ceres merger. Additionally, Arthur Andersen has not been
authorized to, and has not solicited, alternative offers for Ceres or its
assets, and Arthur Andersen has not investigated any other alternative
transactions that may be available to Ceres and its partners. In addition, the
opinion of Arthur Andersen does not address nor shall it be construed to
address the underlying business decision to effect the Ceres merger. Their
opinion letter does not constitute a recommendation to any partner or member
with respect to whether to vote in favor of the restructuring transactions or
take any other action in connection with the Ceres merger or otherwise, and
should not be relied upon by any partner or member as such.

   In the review and analysis prepared to formulate an opinion, Arthur Andersen
has assumed and relied upon the accuracy and completeness of all of the
financial and other information provided to them by management or publicly
available to them, and Arthur Andersen does not assume any responsibility for
the independent verification of such information. Arthur Andersen further
relied upon the assurances of management of Ceres, eCBOT and the CBOT, to the
effect that the management of each such entity is unaware of any facts that
would make the information they provided to Arthur Andersen incomplete or
misleading in any respect. Arthur Andersen also assumed that the information
received from the management of each of Ceres, eCBOT and/or the CBOT was
prepared in good faith and on a basis reflecting the best currently available
judgments and estimates of management. Arthur Andersen did not prepare an
independent evaluation of the software, systems architecture, network
capability, etc. of the technology assets held by Ceres, and Arthur Andersen
was not requested to, and did not, express any view whatever as to the federal,
state or local tax consequences of the Ceres merger.

   The services Arthur Andersen rendered to our board of directors and the
board of directors of eCBOT in connection with the restructuring transactions
were comprised solely of financial advisory services for the purpose of
rendering its opinion as to fairness as described above and the valuation of
Ceres as described below and did not include any accounting, audit, legal or
tax services. Without limiting the foregoing, the services provided by Arthur
Andersen with respect to the Ceres merger do not constitute, nor should they be
construed to constitute in any way, a review or audit of, or any other
procedures with respect to, any financial information, nor should such services
be relied upon by any person to disclose weaknesses in internal controls,
financial statement errors or irregularities, or illegal acts or omissions of
any person affiliated with the Ceres merger. The opinion is also necessarily
based on prevailing economic and market conditions and other circumstances as
they exist and can be evaluated on the date thereof. Arthur Andersen is under
no obligation to update or revise the opinion for events occurring after the
date of the opinion except as otherwise described herein.

   The opinion of Arthur Andersen was prepared solely for the benefit and use
of our board of directors and the board of directors of eCBOT in their
consideration of the terms of the Ceres merger in connection with their review
and consideration of the restructuring transactions and, such opinion may not
be relied upon by any other person, used for any other purpose or reproduced,
disseminated, quoted or referred to at any time, in any manner or for any
purpose without Arthur Andersen's prior written consent, with the exception of
the inclusion of the opinion in this document.

                                       65


   In connection with their analysis, Arthur Andersen performed such
investigations and analyses as it considered appropriate. Among other items
considered, it:

  . read current and historical financial information including Ceres
    Consolidated Statements of Financial Position year-to-date for the period
    ended June 30, 2001 (unaudited), Ceres and CBOT Consolidated Financial
    Statements for the years ended December 31, 1999 and December 31, 2000
    (unaudited), Ceres Consolidated Financial Statements for the years ended
    December 31, 1992, 1993, 1994, 1995, 1996, 1997 and 1998 (audited), CBOT
    Annual Reports for the years ended December 31, 1995, 1996, 1997, 1998,
    1999 and 2000 including financial statements (audited), Ceres monthly
    reports of revenues and expenses for each month of fiscal year 2000
    (unaudited) and January through June of 2001 (unaudited), Summary of
    Obligation and Payments to DBS Group for the Eurex software as of October
    31, 2000 (unaudited);

  . read certain publicly available business and financial information
    relating to Ceres and the CBOT including press releases and public
    information extracted from the CBOT's website;

  . read certain internal financial and operating information provided by
    management, including Member Trading Volume for various Quarters Ending
    March 31, 1999 through March 31, 2001 and Trailing Five-Quarter Average
    for Class B partners, Volume Report: CBOT Exchange Fees System, various
    Ceres CTI Volume Report for Agriculture and Financials by firm number
    sequence for year-to-date through June 30, 2001, Ceres Class B Units for
    the year ended Decmebr 31, 2000, CBOT Class B Capital Balance Summary;

  . held meetings and discussions with management and senior personnel to
    discuss the business, operations, assets, historical financial results
    and future prospects of the combined company including Jill Harley, Vice
    President/Treasurer Accounting and Finance Department; Glen Johnson,
    Senior Vice President/Chief Financial Officer; Terry Livingston,
    Associate General Counsel/Legal; and James Amaral, Vice President of
    Information Systems/Chief Investment Officer;

  . considered the investment in technology made by Ceres to establish an
    electronic trading system for the fiscal years ended December 31, 1997,
    1998, 1999, 2000 and year-to-date through June 30, 2001;

  . performed a discounted cash flow analysis of potential income generating
    scenarios for Ceres based upon independent research;

  . read various agreements related to Ceres, the CBOT, a/c/e, and Eurex from
    a financial point of view including the Ceres Trading Limited Partnership
    Second Amended and Restated Agreement of Limited Partnership dated as of
    September 8, 1997, the Amended and Restated CBOT/Ceres License Agreement
    dated May 15, 1998, the Electronic Trading Division Expense Agreement for
    CBOT/Ceres dated May 29, 1998, the Alliance Agreement among the CBOT,
    Ceres, Deutsche Borse, Swiss Stock Exchange, Eurex Zurich, Eurex
    Frankfurt, and Eurex Deutschland dated October 1, 1999, the Software
    License Agreement among CBOT, Ceres, Deutsche Borse, and Swiss Stock
    Exchange dated October 1, 1999, the December 31, 1999 Unanimous Written
    Consent of the Supervisory Board of CBOT/Eurex Alliance, LLC, the Interim
    Agreement for Ceres, JV, and DBS dated January 15, 2000, the July 27,
    2000 Confirmation of Rights Agreement, the July 19, 2000 Market
    Supervision Services Agreement, the Master Software Development
    Agreement, the Systems Operations Agreement between the Eurex Group, the
    CBOT, CBOT/Eurex Alliance, L.L.C. and certain related entities and
    Supporting Documents;

  . considered the financial terms of certain recent business combination
    transactions in the securities and futures exchange industry; and

  . conducted such other studies, analyses, inquiries and investigations as
    it deemed appropriate.

   The following discussion summarizes the principal financial analyses and
procedures performed by Arthur Andersen to arrive at its conclusions set forth
in the opinion. This discussion is a summary that does not purport to be a
complete description of the analyses performed or factors considered by Arthur
Andersen in arriving at its opinion.

                                       66


   In arriving at its conclusions, Arthur Andersen considered various
methodologies and analyses to assess the value of Ceres and its partnership
interests.

   In developing its methodology to assess the value of Ceres and each class of
partnership interest, Arthur Andersen considered a broad scope of information,
both internal and external to Ceres, considered various approaches to
estimating value, prepared independent analyses and reviewed appropriate
documents including the Ceres Trading Limited Partnership Second Amended and
Restated Agreement of Limited Partnership dated September 8, 1997. Arthur
Andersen did not make any assessment of the contractual or legal rights
regarding distributions to partners; with respect to such matters, they relied
upon guidance provided by legal counsel to the CBOT. For a more detailed
discussion of these analyses, see "--Ceres Valuation Analysis of Arthur
Andersen."

   The allocation of the fair market value of Ceres to its partnership
interests was prepared by Arthur Andersen based upon the ownership percentage
of each class in accordance with the Ceres Second Amended and Restated
Agreement of the Limited Partnership, dated September 8, 1997. The Class A
limited partners' ownership was considered pro rata according to their
respective percentage interests. The Class B limited partners' ownership was
based on a weighting of 40% allocated pro rata according to their percentage
interests and 60% allocated according to their respective "Electronic Trading
System Clearing Volume" with respect to contracts traded on the CBOT.

   The allocation of the fair market value of Ceres among classes of partners
was prepared as follows:



             Partners                        Ownership
             --------                        ---------
                                          
             General partner (eCBOT)........    10%
             Class A limited partners.......    70%
             Class B limited partners.......    20%
                                               ----
             Total..........................   100%
                                               ====


   The foregoing description is only a summary of the material aspects of the
financial analyses used by Arthur Andersen in connection with rendering its
opinion. You should be aware that the preparation of a fairness opinion is a
complex process and is not necessarily susceptible to partial analysis or
summary description. Selecting portions of the analyses or of the summary set
forth above, without considering the analyses as a whole, could create an
incomplete view of the processes underlying Arthur Andersen's opinion. In
arriving at the opinion, Arthur Andersen considered the results of all of these
analyses. The analyses were prepared solely for the use of Arthur Andersen in
its consideration of providing its opinion of the fairness, from a financial
point of view, to Ceres and each class of the Ceres limited partners of the
consideration to be received by each Ceres limited partner in exchange for
their respective limited partnership interests pursuant to the Ceres merger.

Ceres Valuation Analysis of Arthur Andersen

   The CBOT board of directors retained Arthur Andersen to assist with a
valuation of Ceres and the limited partnership interests in connection with the
restructuring transactions. Arthur Andersen was hired based on its
qualifications and expertise in providing financial advice to companies and its
reputation as a nationally recognized professional services firm having
significant financial advisory expertise and experience. Arthur Andersen
confirmed to us that its service did not present a conflict of interest, and
disclosed that it has performed and continues to perform various accounting and
tax services for the CBOT that are unrelated to the restructuring transactions
and that Arthur Andersen has received customary fees for rendering such
services. Arthur Andersen has been or will be paid total fees of less than
$100,000 in connection with the valuation analysis. No portion of Arthur
Andersen's fee was contingent upon the completion of the Ceres merger or the
conclusion reached in the analysis. We also agreed to indemnify Arthur Andersen
against potential liabilities arising out of their engagement. We note that, in
the opinion of the SEC, indemnification against liabilities

                                       67


under the U.S. federal securities laws is against the public policy expressed
in the Securities Act and is, therefore, unenforceable.

   The final valuation analysis of Ceres, which will be provided to us as of a
date reasonably proximate to the date of the completion of the Ceres merger,
will provide the basis for the amount of cash payment that will be distributed
as merger consideration and the allocation of such merger consideration among
the Ceres limited partners in the Ceres merger. As of the date of this
document, Arthur Andersen has developed its valuation methodology and has
provided the board of directors with a preliminary valuation analysis of Ceres
in connection with its consideration of the restructuring transactions. The
full text of the preliminary Ceres valuation analysis is attached as Appendix
D-3 to this document. Upon receipt, Arthur Andersen's final valuation report,
to be dated as of a date reasonably proximate to the date of the completion of
the Ceres merger, will be made available for inspection and copying during
regular business hours at our principal executive offices located at 141 West
Jackson Boulevard, Chicago, Illinois 60604, by any CBOT member or Ceres limited
partner or his or her representative who has been so designated in writing.

   In connection with its valuation analysis, Arthur Andersen considered a
broad scope of information, both internal and external to Ceres, considered
various approaches to estimating value, prepared independent analyses and
considered appropriate documents including the Ceres Trading Limited
Partnership Second Amended and Restated Agreement of Limited Partnership dated
as of September 8, 1997. The basis of value utilized in Arthur Andersen's
valuation methodology is fair market value, which it defines as the amount at
which property would change hands between a willing buyer and a willing seller
when neither is acting under compulsion and when both have reasonable knowledge
of the relevant facts. Arthur Andersen considered various valuation approaches,
including an income approach, market approach and net asset approach. Set forth
below is a brief description of each approach.

   Income Approach. The income approach measures the value of an entity by the
present value of its future economic benefits. Value indications are developed
by discounting expected cash flows to their present value at a rate of return
that incorporates the time value of funds and the risks associated with the
particular investment. The discount rate selected is based on rates of return
available from alternative investments of similar type and quality as of the
valuation date.

   Market Approach. The market approach measures the value of an entity through
an analysis of recent transactions or offerings of comparative entities. These
entities may be companies whose stock is actively traded or private companies
acquired in transactions for which the terms are known to us. Consideration is
given to the financial condition and operating performance of the entity being
appraised relative to those of the selected guideline companies operating in
the same or a similar line of business, and which are potentially subject to
corresponding economic, environmental, and political factors. The guideline
companies would be considered reasonable investment alternatives.

   Cost or Net Asset Approach. The cost or net asset approach measures the
value of an entity by the net aggregate fair market value of the entity's
underlying assets. Application of this approach entails a restatement of the
balance sheet of the enterprise, substituting the fair market value of its
assets and liabilities for their recorded values as stated on their financial
statements. This approach is frequently used in valuing holding companies or
capital intensive firms.

   Arthur Andersen considered the three approaches described above and
concluded that the fair market value of Ceres is best determined by the net
asset approach. As of the date of the valuation described herein, the assets of
the limited partnership interest of Ceres consisted of its interest in the
a/c/e system and in CBOT/Eurex Alliance, L.L.C. and its various licensing
agreements related to electronic trading support for the CBOT.

                                       68


   In arriving at its conclusions, Arthur Andersen made the following
assumptions:

  .  The CBOT transitioned from the Project A platform to the a/c/e system on
     or about August 27, 2000.

  .  The a/c/e system is deemed to be state-of-the-art by the CBOT and the
     Project A platform, as a local-area network platform, was no longer
     competitive. Therefore, the a/c/e system is valuable and the Project A
     platform is obsolete.

  .  Except for order routing software to be financed and owned by the CBOT,
     Ceres owns the rights to the a/c/e system software pursuant to its
     alliance arrangements with Deutsche Borse AG and the Swiss Stock
     Exchange.

  .  Ceres has, both directly and indirectly, in accordance with its 50
     percent ownership in CBOT/Eurex Alliance, L.L.C., incurred costs
     associated with certain a/c/e system modifications and, through June 30,
     2001, these expenditures totaled $47,011,080. Additionally, purchases of
     computer software and systems related to the a/c/e system in the amount
     of $43,650,446 were capitalized by Ceres, as of June 30, 2001.

  .  The CBOT intends to reorganize and consolidate its electronic trading
     business into its wholly owned eCBOT subsidiary in connection with the
     restructuring transactions. As a result, it would be necessary for the
     CBOT subsidiary to acquire, directly or indirectly, all limited
     partnership interests in Ceres not owned by eCBOT.

  .  The Ceres limited partnership agreement provides that eCBOT, as general
     partner, may dissolve Ceres at will.

  .  The Ceres limited partnership agreement states that, upon dissolution of
     Ceres, the assets of Ceres shall be liquidated and the proceeds shall be
     distributed to the partners of Ceres in accordance with their capital
     accounts and the balance, if any, in accordance with their percentage
     interests.

   In addition, Arthur Andersen considered that rights to the use of the a/c/e
system and the a/c/e system modifications could conceivably provide Ceres with
the ability to provide electronic trading capabilities to other exchanges.
Under this scenario, it is feasible that Ceres' economic profile would be
similar to that of its current operations, i.e., receiving fees for electronic
trades, etc., or that it could license the software for use with other
exchanges for royalty payments. However, Arthur Andersen concluded that the
economics under such scenarios are highly uncertain due to the speculative
nature of the fees achievable in an increasingly competitive environment and
the operating costs associated with continued maintenance of the system.
Additionally, given the ability of eCBOT, as the general partner of Ceres, to
unilaterally liquidate the business, Arthur Andersen concluded that the
probability of such a scenario is extremely low.

   Based on the foregoing, Arthur Andersen's valuation of Ceres as of June 30,
2001 was:

                                                             
     Assets:
     Cash and cash equivalents...................................... $   106,542
     Accounts receivable............................................   3,415,942
     Capital contributions receivable...............................           0
     Prepaid expenses...............................................           0
     Deferred organization and development costs....................           0
     Computer software and systems--net.............................  34,204,090
     Investment in and advances to CBOT/Eurex Alliance, L.L.C.......     500,000
     Previously incurred Eurex-related expenses (1).................  47,011,080
                                                                     -----------
     Total assets................................................... $85,237,654
                                                                     ===========


     

                                       69


                                                            
     Liabilities and Partners' Equity:
     Accounts payable and accrued expenses........................  $   201,181
     Due to CBOT/Eurex Alliance L.L.C.............................    5,480,370
     Notes payable................................................    7,716,172
     Advances from general partner................................   46,472,922
     Partners' equity.............................................   25,367,009
                                                                    -----------
     Total liabilities and partners' equity.......................  $85,237,654
                                                                    ===========

     Concluded value of partnership (rounded).....................  $25,400,000
                                                                    ===========

     
--------
(1) Previously Incurred, Non-Capitalized Eurex-Related Development & Operating
    Loss Expenses:
                           
             Fiscal year 1998............. $10,874,753
             Fiscal year 1999.............  11,024,878
             Fiscal year 2000.............  17,550,433
             Fiscal year 2001.............   7,561,016
                                           -----------
             Total........................ $47,011,080
                                           ===========

             

Stock Exchange Listing

   We currently have no plans to list the common stock of CBOT Holdings on any
stock exchange.

   We may, in the future, apply to list the common stock of CBOT Holdings on a
stock exchange. However, we cannot provide any assurances in this regard.

U.S. Federal Income Tax Consequences

   We are seeking a ruling from the Internal Revenue Service to the effect
that, for U.S. federal income tax purposes, you will not recognize any gain or
loss strictly as a result of receiving shares of common stock of CBOT Holdings
and Class A, Class B and Class C memberships in the CBOT subsidiary or as a
result of CBOT Holdings receiving a Class A membership in the CBOT subsidiary
in connection with the restructuring transactions. We currently expect to file
a request for such a ruling from the IRS in the near future. Receipt of a
favorable ruling from the IRS with respect to the receipt by members of Class B
and Class C memberships in the CBOT subsidiary and receipt of a favorable
ruling from the IRS or an opinion of counsel with respect to the receipt by
CBOT Holdings of a Class A membership in the CBOT subsidiary and receipt by
members of common stock in CBOT Holdings, in each case in form and substance
satisfactory to our board, are conditions to our obligation to complete the
restructuring transactions.

   Based upon our understanding of the position of the IRS with respect to
other exchanges involved in the process of demutualization and the opinion of
our counsel as described elsewhere in this document:

  . you will not recognize gain or loss as a result of your receipt of shares
    of common stock of CBOT Holdings and Class B and Class C memberships in
    the CBOT subsidiary or as a result of the receipt by CBOT Holdings of the
    Class A membership in the CBOT subsidiary;

  . assuming this non-recognition treatment, the aggregate basis in your
    current membership will carry over to your common stock of CBOT Holdings
    and Class B and Class C memberships in the CBOT subsidiary;

  . the holding period of the common stock of CBOT Holdings and Class B and
    Class C memberships in the CBOT subsidiary received by you will include
    the period for which you held your current membership, provided that you
    held your membership as a capital asset or property as described in Code
    Section 1231 on the date of the distribution of the common stock of CBOT
    Holdings and Class B and Class C memberships in the CBOT subsidiary; and

  . we will not recognize any gain or loss upon our demutualization.


                                       70


   We anticipate that the receipt of cash payments by the limited partners of
Ceres pursuant to the reorganization of our electronic trading business will be
taxable to such limited partners.

   For more information, including the opinion of our counsel on these matters,
see "Material U.S. Federal Income Tax Consequences of the Restructuring
Transactions."

Absence of Appraisal Rights

   Members who object to the restructuring transactions will have no statutory
appraisal or dissenters rights under applicable law. Appraisal or dissenters
rights, if available, would have enabled members to demand payment of the fair
value of their memberships in cash rather than accept the consideration to be
received as a result of the restructuring transactions. Under Delaware law,
these rights generally apply to transactions involving mergers or
consolidations of stock corporations but not similar transactions involving
only nonstock corporations. The demutualization will be accomplished by a
merger of two nonstock corporations and the distribution of a dividend of
common stock of an existing stock corporation. Accordingly, if the
restructuring transactions are completed, notwithstanding the fact that you may
vote against the restructuring transactions, you will become entitled to shares
of common stock of CBOT Holdings, a Class B membership in the CBOT subsidiary
and, to the extent you are a Full Member, a Class C membership in the CBOT
subsidiary, as described in this document.

Accounting Matters

   The accounting treatment of certain aspects of the restructuring
transactions will be treated similar to a reorganization of entities under
common control. Under this method of accounting, no gain or loss will be
recognized, and the assets and liabilities of CBOT will appear on the books of
CBOT Holdings at their same recorded amounts.

Regulatory Matters

   In addition to those conditions described below in "--Conditions to
Completing the Restructuring Transactions," our obligation to complete the
restructuring transactions is subject to:

  . receipt of any approvals required by the Commodity Futures Trading
    Commission in connection with the proposed changes to our certificate of
    incorporation, bylaws and rules and regulations that will be made in
    connection with the restructuring transactions; and

  . receipt of confirmation by the CFTC that implementation of the
    restructuring transactions will not have a material adverse effect on our
    contract market designation.

These approvals from the CFTC will be sought as soon as reasonably practicable
following membership approval of the restructuring transactions at the special
meeting of members. Although we currently expect to receive these approvals
from the CFTC, we can provide no assurance as to when or whether we will
receive such approvals.

   Also, the restructuring transactions may be subject to certain regulatory
requirements of other state, federal and foreign governmental agencies and
authorities, including those relating to the regulation of securities. We are
currently working to evaluate and comply in all material respects with these
requirements and do not anticipate that they will hinder, delay or restrict
completion of the restructuring transactions. In connection with our compliance
with these regulatory requirements, we currently expect that we may be required
to utilize a registered broker-dealer in certain jurisdictions to assist us
with certain aspects of the membership vote relating to, and other matters
regarding, the restructuring transactions. We may adopt other special
procedures in connection with these compliance efforts.

   No filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, are required in connection with the restructuring transactions
generally. However, if any member acquires enough securities in

                                       71


connection with the restructuring transactions to exceed any threshold stated
in the regulations under this act, and if an exemption under those regulations
does not apply, such member and the CBOT could be required to make filings
under this act, and the waiting period under the act would have to expire or be
terminated before any issuance of shares to such member could be effected. A
filing requirement could delay the distribution of shares to such member for
several months or more.

Conditions to Completing the Restructuring Transactions

   We will not be obligated to complete the restructuring transactions unless
and until each of the following conditions has been satisfied:

  . the members of the CBOT shall have approved each of the three
    propositions being submitted for their approval in connection with the
    restructuring transactions in accordance with our certificate of
    incorporation, bylaws and rules and regulations and applicable law;

  . we shall have received a favorable ruling from the Internal Revenue
    Service that the receipt by members of Class B and Class C memberships in
    the CBOT subsidiary and a favorable ruling from the IRS or an opinion of
    counsel that receipt by CBOT Holdings of a Class A membership in the CBOT
    subsidiary and receipt by members of common stock of CBOT Holdings, in
    each case, in form satisfactory to our board of directors, will not
    result in the recognition of gain to our members under U.S. federal tax
    law;

  . we shall have received any approvals required by the Commodity Futures
    Trading Commission in connection with the changes to our certificate of
    incorporation, bylaws and rules and regulations that will be made in
    connection with the restructuring transactions and we shall have received
    confirmation from the CFTC that implementation of the restructuring
    transactions will not have a material adverse effect on the CBOT's
    contract market designation, and we shall have received any other
    governmental or regulatory approvals and authorizations determined by us
    to be necessary or appropriate;

  . we shall have received each required material third party consent, which
    the failure to obtain would, in the sole and absolute determination of
    the board of directors, have a material adverse effect on CBOT Holdings
    or the CBOT subsidiary;

  . there shall be no court order or administrative or other regulation or
    similar decree prohibiting or restricting the completion of the
    restructuring transactions; and

  . our board of directors shall not have determined that the restructuring
    transactions are no longer in the best interests of the CBOT and its
    members or that the restructuring transactions are not fair to each class
    of CBOT membership.

   In making this determination, our board of directors will give due
   consideration to all relevant facts and circumstances, including, among
   other things, any update, confirmation or reaffirmation of the fairness
   opinions received by the board in connection with the restructuring
   transactions, including both the fairness opinion from William Blair
   relating to the allocation of the shares of common stock of CBOT Holdings
   among members and the fairness opinion from Arthur Andersen relating to
   the cash payment to be distributed as merger consideration among Ceres
   limited partners, the then current status of any litigation relating to
   the restructuring transactions and the expected effects, if any, of the
   restructuring transactions on the Chicago Board Options Exchange exercise
   right.

   We currently expect to complete the restructuring transactions as soon as
reasonably practicable following the satisfaction of these conditions.

Board Recommendation

   Our board of directors has determined that the restructuring transactions
are in the best interests of the CBOT and its members and that the
restructuring transactions are fair to each class of CBOT membership. The board
of directors has approved the restructuring transactions and recommends that
members vote "FOR" approval of the restructuring transactions. In particular,
our board recommends that you vote "FOR" approval of each of the three
propositions relating to the restructuring transactions being submitted for
your approval. Unless all three of these propositions are approved, the
restructuring transactions will not have been approved by the members and,
accordingly, will not be completed.

                                       72


                                 CAPITALIZATION

   We set forth below the historical capitalization of the CBOT and a pro forma
capitalization of CBOT Holdings giving effect to the restructuring
transactions. This information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations," the
historical consolidated financial statements of the CBOT included in this
document as Appendix A and the unaudited pro forma condensed consolidated
financial statements of CBOT Holdings included in this document as Appendix B.



                                                    As of June 30, 2001
                                         -----------------------------------------
                                                        Pro Forma After Effects of
                                                        --------------------------
                                                        Issuance
                                                           of       Acquisition of
                                                         Common      Interest in
                                          Actual        Stock(1)       Ceres(2)
                                         --------       --------    --------------
                                                         (In thousands)
                                                           
Long-term debt.......................... $ 59,976       $ 59,976       $ 79,976
                                         --------       --------       --------
Members' equity:
  Members' equity.......................  198,112            --             --
  Accumulated other comprehensive loss..      (56)           --             --
                                         --------       --------       --------
    Total members' equity...............  198,056            --             --
                                         --------       --------       --------
Stockholders' equity:
  Preferred stock, $0.001 par value,
   10,000,000 shares authorized, none
   issued and outstanding...............      --             --             --
  Common stock, $0.001 par value,
   100,000,000 shares authorized,
   39,802,650 shares issued and
   outstanding..........................      --              40             40
  Additional paid-in capital............      --         198,072        175,212
  Accumulated other comprehensive loss..      --             (56)           (56)
                                         --------       --------       --------
    Total stockholders' equity..........      --         198,056        175,196
                                         --------       --------       --------
    Total capitalization................ $258,032       $258,032       $255,172
                                         ========       ========       ========

--------
(1) Pro forma data reflects such adjustments as necessary, in the opinion of
    management, to reflect the conversion of members' equity to common stock of
    CBOT Holdings.
(2) Pro forma data reflects such adjustments as necessary, in the opinion of
    management, to reflect the payment in cash of $22,860,000 of which
    $20,000,000 would be borrowed, to the limited partners of Ceres in exchange
    for their limited partnership interests based on the June 30, 2001
    valuation of Ceres.

                                       73


                      SELECTED CONSOLIDATED FINANCIAL DATA

   The following table sets forth selected consolidated financial and other
data for the CBOT. The balance sheet data as of December 31, 2000 and 1999 and
operating data for the years ended December 31, 2000, 1999 and 1998 have been
derived from the audited consolidated financial statements and related notes
included elsewhere in this document. The balance sheet data as of December 31,
1998, 1997 and 1996 and operating data for the years ended December 31, 1997
and 1996 have been derived from the audited financial statements and related
notes not included in this document. The balance sheet and operating data as
of, and for each of, the six months ended June 30, 2001 and 2000 are unaudited
but include, in the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation of such
data. The results of operations for the six months ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the entire year.
The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the consolidated financial statements and related notes, the
unaudited pro forma condensed consolidated financial statements and other
financial information included elsewhere in this document.



                            Six Months
                          Ended June 30,              Year Ended December 31,
                         -----------------  ------------------------------------------------
                           2001     2000      2000      1999      1998      1997      1996
                         -------- --------  --------  --------  --------  --------  --------
Operating Data                   (dollars in thousands, except per share data)
                                                               
Revenues
 Exchange fees.......... $ 63,316 $ 54,454  $101,981  $102,545  $112,115  $ 88,932  $ 76,565
 Market data (1)........   32,102   29,330    61,060    54,028    53,100    47,242    44,459
 Building (2)...........   12,589   12,717    24,530    22,653    21,876    21,896    21,117
 Services (3)...........    6,401    9,638    17,848    20,279    16,907    15,776    10,976
 Other (4)..............    5,164    1,601     7,500     3,391     1,240     1,539     1,461
                         -------- --------  --------  --------  --------  --------  --------
   Total revenues.......  119,572  107,740   212,919   202,896   205,238   175,385   154,578
                         -------- --------  --------  --------  --------  --------  --------
Expenses:
 Salaries and benefits..   29,845   30,723    56,391    64,133    57,991    49,384    46,064
 General and
  administrative
  expenses..............   28,691   21,802    52,299    50,988    45,267    28,174    20,295
 Building operating
  costs.................   11,738   12,135    22,584    23,171    22,572    21,023    18,763
 Depreciation and
  amortization..........   21,984   18,181    40,013    36,140    33,764    27,681    16,433
 Programs (5)...........      931    1,578     3,539     7,280     8,802     9,974     9,305
 Professional services..   10,039   14,491    32,459    32,490    19,924    11,950    12,948
 Other (6)..............    2,000    8,330     8,261       327       --        --        --
                         -------- --------  --------  --------  --------  --------  --------
   Total expenses.......  105,228  107,240   215,546   214,529   188,320   148,186   123,808
                         -------- --------  --------  --------  --------  --------  --------
   Income (loss) from
    operations..........   14,344      500    (2,627)  (11,633)   16,918    27,199    30,770
Other income and
 expenses
 Interest income........      589      671     1,242     1,052     1,947     2,090     1,986
 Interest expense.......    3,359    2,721     6,773     6,774     7,170     6,483       --
                         -------- --------  --------  --------  --------  --------  --------
   Income (loss) before
    income taxes and
    cumulative effect of
    change in accounting
    principle...........   11,574   (1,550)   (8,158)  (17,355)   11,695    22,806    32,756
Provision (benefit) for
 income taxes...........    4,927    1,406     1,950    (2,895)    5,051     6,147    13,109
                         -------- --------  --------  --------  --------  --------  --------
 Income (loss) before
  cumulative effect of
  changes in accounting
  principle.............    6,647   (2,956)  (10,108)  (14,460)    6,644    16,659    19,647
Cumulative effect of
 change in accounting
 principle--net of tax
 of $36(7) and
 $2,026(8),
 respectively...........       51      --        --      2,920       --        --        --
                         -------- --------  --------  --------  --------  --------  --------
 Income (loss) before
  minority interest.....    6,596   (2,956)  (10,108)  (17,380)    6,644    16,659    19,647
Minority interest in
 (income) loss of
 subsidiaries...........      --       --        --      6,933       (38)   (6,995)      --
                         -------- --------  --------  --------  --------  --------  --------
 Net income (loss)...... $  6,596 $ (2,956) $(10,108) $(10,447) $  6,606  $  9,664  $ 19,647
                         ======== ========  ========  ========  ========  ========  ========


                                       74




                          Six Months Ended
                              June 30,                     Year Ended December 31,
                         ---------------------   ----------------------------------------------
                           2001        2000        2000      1999      1998     1997     1996
                         ---------   ---------   --------  --------  -------- -------- --------
                                  (dollars in thousands, except per share data)
                                                                  
Balance Sheet Data
Total assets............  $361,650    $364,290   $372,194  $373,379  $400,971 $397,449 $355,585
Total liabilities.......   163,594     166,098    180,874   172,405   189,924  193,538  160,765
Short-term borrowings...    21,538      23,214     27,296     6,500       --     1,662   14,357
Long-term debt..........    59,976      64,286     64,286    87,500   100,726  105,000   76,166
Total equity............   198,056     198,192    191,320   200,974   211,047  203,911  194,820
Proforma Data (9)
Total assets............  $358,790    $364,290   $372,194  $373,379  $400,971 $397,449 $355,585
Total liabilities.......   183,594     166,098    180,874   172,405   189,924  193,538  160,765
Short-term borrowings...    21,538      23,214     27,296     6,500       --     1,662   14,357
Long-term debt..........    79,976      64,286     64,286    87,500   100,726  105,000   76,166
Total equity............   175,196     198,192    191,320   200,974   211,047  203,911  194,820
Net income (loss).......     6,596      (2,956)   (10,108)  (10,447)    6,606    9,664   19,647
Net income (loss) per
 share(10)..............      0.17       (0.07)     (0.25)    (0.26)     0.17     0.24     0.49
Other Data
Current ratio(11).......      0.80        0.64       0.68      1.02      1.41     1.42     1.15
Working capital
 (deficit)..............  $(13,771)   $(22,742)  $(24,149) $  1,067  $ 18,574 $ 18,457 $  7,729
Capital expenditures....     9,720      15,847     38,497    25,165    26,985   48,529   90,393
Times interest earned
 (12)...................      4.45         N/A        N/A       N/A      2.63     4.52      N/A
Number of full time
 employees at end of
 period.................       700         758        711       846       853      805      811
Sales price per full
 CBOT membership--High..  $    350    $    642   $    642  $    632  $    780 $    857 $    690
Low.....................       290         410        255       400       384      660      531

--------
(1) Beginning in 2000, the CBOT repriced the distribution of quotation data. At
    the same time, the CBOT introduced a rebate to member firms for quotations.
    This rebate is offset against quotation revenue.
(2) Building revenue consists of rental payments from tenants for leased space
    in buildings owned by the CBOT.
(3) Services revenue consists of those charges for telecommunications, member
    services-related fees, workstation fees, exchange floor services and other
    services.
(4) Other revenues consist of members' dues, fines and other miscellaneous
    items. Members' dues consist of dues on both CBOT and MidAmerica Commodity
    Exchange memberships. Dues on CBOT memberships were waived from 1989
    through May 2000.
(5) Programs include costs primarily related to marketing and communication
    programs.
(6) Other expense includes severance expenses as well as a one-time contract
    settlement in 2000.
(7) In 2001, the CBOT adopted Statement of Financial Accounting Standards
    ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
    Activities," as amended and interpreted, requiring recognition of all
    derivative instruments in the Consolidated Statements of Financial
    Condition as either assets or liabilities and the measurement of those
    instruments at fair value. SFAS No. 133 also requires changes in the fair
    value of derivative instruments to be recorded each period in current
    earnings or other comprehensive income depending on the intended use of the
    derivatives.
(8) In 1999, the CBOT adopted Statement of Position ("SOP") 98-5, "Reporting on
    the Costs of Start-Up Activities." SOP 98-5 requires that start-up
    activities be expensed as incurred. Previously, start-up activities were
    capitalized and amortized.
(9) Reflects the conversion of members' equity to common stock of CBOT
    Holdings.
(10) Based on 39,802,650 shares issued and outstanding immediately following
     completion of the restructuring transactions.
(11) Equals current assets divided by current liabilities.
(12) Equals the sum of income (loss) before cumulative effect of change in
     accounting principle and provision (benefit) for income taxes plus
     interest expense divided by interest expense.

                                       75


          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

   This document contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks and uncertainties faced by us described below and elsewhere
in this document, including under "Risk Factors" above.

   The following should be read in conjunction with our financial statements
appearing in the appendices to this document. As discussed in Note 1 to the
consolidated financial statements, subsequent to the issuance of CBOT's
consolidated financial statements for the year ended December 31, 1999,
management determined that Ceres should have been accounted for as a
consolidated subsidiary rather than under the equity method of accounting. This
determination was made based on a reassessment of the rights of the limited
partners of Ceres and a determination that such limited partners do not have
rights which allow them to participate in the management of Ceres or rights
that limit the CBOT's ability to control the operations of Ceres. As required
by Accounting Principles Board Opinion No. 20, the accompanying 1999 and 1998
consolidated financial statements have been restated to correct the error in
accounting for Ceres and to present Ceres as a consolidated subsidiary of the
CBOT. The accompanying Management's Discussion and Analysis of Financial
Condition and Results of Operations is based on the restated consolidated
financial statements.

Overview

   Our primary business is the operation of markets for the trading of listed
financial and commodity futures contracts and options on futures contracts. In
addition to our traditional open outcry auction markets, we offer electronic
trading through the a/c/e system, which we jointly own and operate through our
alliance with the Eurex Group. We derive revenue from exchange fees relating to
the trading in our markets, which accounted for about 47.9% of our total
revenues in 2000. In order to increase our volume and resulting revenues, we
seek to develop and promote contracts designed to satisfy the trading, hedging
and risk-management needs of our market participants.

   Because our trading fees are assessed on a per-transaction basis, our
trading revenues are directly correlated to the volume of contracts traded on
our markets. Many factors may affect our trading volume, including fluctuations
in interest rate volatility, growth in equity trading, the general domestic
business cycle, changes in weather and farming conditions and changes in the
debt management policy of the United States government. Recently, our trading
revenues have been affected by the reduced volume of trading.

   In addition to trading fees, we also derive revenue from the sale of our
market data. Because we are the primary market for our products, our price
information has value as a key indicator of the overall financial and
agricultural markets. To some extent, revenues from the sales of our market
data are also dependent upon volume, as well as our ability to remain a primary
market and to respond to innovations in technology that may affect the
availability and price of market data. These revenues may also be subject to
legislative and regulatory changes. Sales of market data accounted for about
28.7% of our total revenue in 2000.

   The expenses relating to our trading operations are mostly fixed expenses,
which means that our overall expense structure is generally independent of our
trading volume. Salaries and benefits represent our largest expense category
and are mostly dependent upon our staffing requirements and the overall
employment market. Professional services expenses have increased in recent
years primarily due to expenses associated with making our computer systems
year 2000 compliant, enhancements to our trading systems and development of the
restructuring transactions described in this document.

   We also rent out commercial space in the buildings that we own. In 2000,
total revenues from our real estate operations represented about 11.5% of our
total revenues. These revenues are generally affected by market rental rates,
lease renewals and business conditions in the financial services industry in
which most of our tenants operate. Building expenses are dependent on variable
utility costs, cleaning expenses, real estate taxes and other general operating
costs.

                                       76


Results of Operations

 Six months ended June 30, 2001 compared to the six months ended June 30, 2000

   Net Income (Loss). Net income for the six months ended June 30, 2001 was
$6.6 million compared to a net loss of $3.0 million for the comparable period
of 2000. Income before income taxes and cumulative effect of change in
accounting principle increased $13.1 million to $11.6 million in the first six
months of 2001. This increase was primarily the result of increased revenues of
$11.8 million coupled with decreased operating expenses of $2.0 million.

   Revenues. Consolidated operating revenues for the six months ended June 30,
2001 were $119.6 million, an increase of $11.8 million, or 11%, from $107.7
million in the corresponding period of 2000.

   Total trading volume for the first six months of 2001 was 126.7 million
contracts, a 3% decrease from 130.7 million contracts in the first six months
of 2000. Open outcry trading volume for the six months ended June 30, 2001 was
105.1 million contracts compared to 125.0 million contracts in the year earlier
period. Screen based trading volume was 21.6 million contracts in the first
half of 2001 versus 5.7 million contracts in 2000. Screen based trading
occurred on the Project A platform until August 27, 2000, when it was replaced
by the a/c/e platform. Since the launch of the a/c/e platform, the percentage
of screen based trading to total trading volume has progressively increased
from approximately 12% at the inception of a/c/e trading to an average of about
17% in the first half of 2001.

   In spite of the decreased trading volume described above, revenues from
exchange fees increased about 16%, or $8.9 million, from $54.5 million in the
first six months of 2000 to $63.3 million in the same period of 2001. Exchange
fee revenue was higher due to increases in trading rates and changes in
transaction mix. Exchange fees from open outcry trading were $46.3 million for
the six months ended June 30, 2001, compared to $44.8 million in the similar
prior year period. The largest component of open outcry fees, non-member fees,
decreased from $36.9 million in the first half of 2000 to $30.4 million, a
decline of 18%, which was more than offset by an increase in the rate charged
to members and delegates instituted in September of 2000. Higher screen based
volume, which was offset by lower rates charged for the a/c/e/ platform,
resulted in increased revenue of $7.2 million to $16.9 million, from $9.7
million in the first six months of 2001. The increase in screen based trading
fees accounted for over 80% of the total increase in exchange fee revenue.

   Market data revenues were $32.1 million in the first six months of 2001, an
increase of 9% from $29.3 million for the same period of 2000. This increase
primarily related to a $2.0 million reduction in rebates to member firms for
terminal subscriptions.

   Building revenues from leased office space were $12.6 million for the six
months ended June 30, 2001, slightly less than the $12.7 million for the same
period of 2000. Leased space remained relatively unchanged from 2000 to 2001.

   Service revenues decreased in the first six months of 2001 to $6.4 million
from $9.6 million a year earlier, primarily the result of the absence in the
current year of $3.1 million in revenue related to the former electronic
platform, Project A. Service revenues consist primarily of telephone charges,
badge fees, booth space rentals and membership application and registration
fees.

   Membership dues of $4.6 million were recognized in the first six months of
2001, compared to $0.9 million in 2000. This increase was a result of the
reinstatement of dues charged to all CBOT members beginning in June of 2000.

   Interest income was $0.6 million in the first six months of 2001, which was
down from the $0.7 million recorded in 2000. The decrease primarily related to
$0.2 million of interest income recorded in 2000 from a non-recurring income
tax refund. Interest expense of $3.4 million for the first six months of 2001
was higher than the $2.7 million recorded in the prior year, primarily due to
$0.3 million of interest expense recorded in 2001 associated with the
resolution of a tax audit, as well as $0.2 million of additional interest from
the note payable.

                                       77


   Expenses. Operating expenses totaled $105.2 million for the six months ended
June 30, 2001, compared to $107.2 million for the same period of 2000, a
decrease of $2.0 million, or about 2%.

   Salaries and benefits were $29.8 million in the first six months of 2001, a
decrease of $0.9 million, or 3%, from the same period of 2000. The decrease was
due to a reduction in the number of employees from 2000 to 2001.

   In the first six months of 2000, severance and contract settlement expenses
of $8.3 million were recorded related primarily to contract settlements with
former executive officers of the CBOT. Severance expenses in the first six
months of 2001 were $2.0 million and resulted from the ongoing restructuring at
the CBOT.

   General and administrative expenses increased to $28.7 million for the six
months ended June 30, 2001, about a 32% increase from the $21.8 million
recorded in the prior year period. The increase primarily related to charges of
$1.5 million and $1.3 million for bad debt write-offs and fixed asset
retirements, respectively, in the first quarter of 2001. Costs associated with
market operations of the a/c/e platform of $2.6 million, which were not
recorded in the 2000 period, also contributed to the increase. The remainder of
general and administrative expenses, consisting of general operating costs such
as telecommunications expenses, the costs of market information data on the
trading floors and data processing expenses, accounted for about $1.5 million
of the increase.

   Professional services expenses were $10.0 million, a decrease of about 31%
from $14.5 million in the year earlier period. This decrease was largely the
result of lower expenses for corporate restructuring, leased programmers and
consultants in the amounts of $4.6 million, $2.0 million and $0.8 million,
respectively. These reductions were offset somewhat by an increase in legal
expenses of $2.6 million, as the CBOT is seeking to resolve various pending
lawsuits.

   Building operating costs decreased 3% to $11.7 million from $12.1 million in
the first six months of 2000, due to lower operating expenses. Program costs
decreased from $1.6 million to $0.9 million largely as a result of the
continuing change in the marketing efforts of the CBOT.

   The provision for income taxes was $4.9 million for the six months ended
June 30, 2001, compared to $1.4 million in the year earlier period. Even though
a loss before income taxes was experienced in the first six months of 2000, a
provision for income taxes was generated due to the non-deductibility of
certain costs.

 Year ended December 31, 2000 compared to year ended December 31, 1999

   Net Loss. For the year ended December 31, 2000, we had a net loss of $10.1
million compared to a net loss of $10.4 million for the year ended December 31,
1999. Loss before income taxes and other items improved to $8.2 million in 2000
from $17.4 million in 1999 due to higher revenues and lower expenses. The loss
for 2000 is primarily the result of a one-time contract settlement expense
related to the termination of the employment agreement with a former president
and chief executive officer of about $8.0 million and bad debt expense of $2.1
million related to amounts receivable from one of our market data customers.

   Revenues. In 2000, our consolidated operating revenues increased 4.9% to
$212.9 million compared to $202.9 million in 1999. Revenues from exchange fees
were essentially unchanged at $102.0 million compared to $102.5 million in
1999. Exchange fees can be divided into two components: exchange trading fees
and electronic trading fees. The amount of exchange fees allocable to exchange
trading was $83.8 million in 2000, compared to $83.9 million in 1999. The
largest component of exchange trading fees, non-member fees, decreased from
$68.5 million in 1999 to $65.2 million in 2000, a decline of 4.8%. The decrease
in non-member fees was partially offset by an increase in the fee rate charged
to members and delegates beginning in September 2000. The amount of exchange
fees allocable to electronic trading was $18.2 million in 2000 compared to
$18.6 million in 1999. Total trading volume declined to 233.5 million contracts
in 2000 from 254.6 million contracts in 1999. Trading volume for electronic
trading was 15.5 million contracts in 2000 and 11.2 million contracts in 1999.

                                       78


   The decreased revenue from exchange fees was partially offset by increased
revenue from the sale of market data. In 2000, the CBOT recognized $61.0
million in revenue from the sale of market data compared to $54.0 million in
1999, representing an increase of 13%. This increase was due primarily to an
increase in the price charged for certain market data.

   Building revenue from leased office space at 141 West Jackson Boulevard in
Chicago also increased to $24.5 million in 2000, or 7.9% above our building
revenue in 1999. Our per square foot rental rate increased in this same period.
The amount of lease space remained steady from 1999 to 2000.

   Service revenues decreased 12.3% from $20.3 million in 1999 to $17.8 million
in 2000. Service revenues consist of telephone charges, badge fees, booth space
and member services related fees. This decrease was primarily attributable to
decreased revenues from fees charged to access trading floor communication
system and the elimination of Project A terminal leasing in September 2000.

   Dues received from the membership were $5.5 million in 2000, compared to
$0.4 million in 1999. This increase was a result of the reinstatement of dues
charged to all CBOT members in June 2000.

   Other operating revenue for the exchange trading segment includes fines
levied on members and member firms by regulatory committees and the board of
directors based on the rules and regulations of the CBOT. Other operating
revenue was $0.8 million in 2000 compared to $1.7 million in 1999. This
decrease is due primarily to a one-time disciplinary fine levied by the board
of directors in 1999. Other operating revenue in 2000 for the electronic
trading segment of $1.2 million included gains on foreign currency transactions
of $1.0 million and consulting revenues of $0.2 million in 2000, compared to
$1.3 million of other operating revenue in 1999, which related to a favorable
settlement of a lawsuit.

   Interest income, which is not a component of operating income, was $1.2
million in 2000, which represented an increase of 20% from 1999 interest income
of $1.0 million. This increase resulted from an overall increase in cash and
cash equivalents that bear interest. Offsetting the interest income was
interest expense of $6.8 million in each of 2000 and 1999. Interest expense
remained the same as in 1999 due to higher interest rates offset by a lower
debt balance in 2000.

   Expenses. Operating expenses totaled $215.5 million in 2000, compared to
$214.5 million in 1999, which is an increase of 0.5%. Salaries and benefits
decreased 12.0% to $56.4 million from $64.1 million in 1999. The decrease in
salary and benefits expenses is due to reduced staffing levels relative to
1999. Salary expense decreased $2.7 million from $47.7 million in 1999 to $45.0
million in 2000. In addition, incentive compensation for employees decreased
$3.1 million from $4.2 million in 1999 to $1.1 million in 2000. Furthermore,
pension and savings plan expense decreased $1.9 million from $4.4 million in
1999 to $2.5 million in 2000.

   Professional service expenses were $32.5 million in 2000, unchanged from
1999. This expense category includes the costs of restructuring, which was
about $9.9 million in 2000 compared to $1.7 million in 1999. Included in 1999,
were costs of about $8.0 million associated with making our computer systems
year 2000 compliant.

   General and administrative expenses increased $1.3 million to $52.3 million
in 2000, a 2.6% increase from the $51.0 million in general and administrative
expenses in 1999. These expenses represent our general operating costs, such as
telecommunications expenses, the cost of information machines on the trading
floors and data processing expenses, totaling $18.6 million. Operating expenses
of the a/c/e system, totaling $21.4 million in 2000, the expenses associated
with the communications lines for the Project A workstations of $2.6 million,
and bad debt expense of $2.1 million, were also included in general and
administrative expenses.

   Building operating expenses decreased 2.6% from $23.2 million in 1999 to
$22.6 million in 2000. Program costs decreased 52.1% from $7.3 million in 1999
to $3.5 million in 2000. These costs have decreased primarily as a result of
the change in the marketing efforts of the CBOT.

                                       79


   While the CBOT reflects a loss before income taxes, the CBOT generated a
provision for income taxes due to the non-deductibility of certain
restructuring costs.

   Year ended December 31, 1999 compared to year ended December 31, 1998

   Net Income/(Loss). For the year ended December 31, 1999, we had a net loss
of $10.4 million compared to net income of $6.6 million for the year ended
December 31, 1998. This operating loss was primarily the result of increased
salaries and benefits, professional services and general and administrative
expenses and the change in accounting principle.

   In 1999, the CBOT adopted Statement of Position ("SOP") 98-5, Reporting on
the Costs of Start-Up Activities. Accordingly, the CBOT expensed costs
associated with start-up activities which had otherwise been capitalized and
amortized on a straight-line basis over 60 months. The cumulative effect of
this change in accounting principle was $2.9 million, net of tax benefit of
$2.0 million.

   Revenues. In 1999, our consolidated operating revenues decreased 1.1% to
$202.9 million compared to $205.2 million in 1998. Revenues from exchange fees
decreased 8.6% from $112.1 million in 1998 to $102.5 million in 1999,
principally as a result of lower trading volume. In 1999, 254.6 million
contracts were traded, which represented a 9.5% decrease from the 281.2 million
contracts traded in 1998. The portion of these contracts allocable to
electronic trading was 11.2 million in 1999, compared to 12.3 million in 1998.
Exchange trading fees were $83.9 million in 1999, compared to $89.4 million in
1998, a decrease of 6.2%. Electronic trading fees were $18.6 million in 1999
compared to $22.8 million in 1998, a decrease of 18.4%. The largest component
of exchange trading fees, non-member fees, decreased from $71.3 million in 1998
to $68.5 million in 1999, a decline of 3.9%.

   The decrease in exchange fees as a result of lower trading volume was
partially offset by increased revenue from the sale of market data. In 1999, we
received $54.0 million in revenue from the sale of market data and in 1998, we
received $53.1 million in revenue from the sale of market data, representing an
increase of 1.7%.

   Building revenue from leased office space at 141 West Jackson Boulevard in
Chicago also increased to $22.7 million in 1999, or 3.7% above our rental
revenue in 1998 of $21.9 million. Our per square foot rental rate increased in
this same period. The amount of leased space remained steady from 1998 to 1999.
Service revenues increased 20.1% from $16.9 million in 1998 to $20.3 million in
1999.

   Service revenues consist of telephone charges, badge fees, booth space and
member services related fees, and the increase primarily is attributable to
increased revenues from our trading floor communication system and from the
greater number of Project A terminals leased.

   Other operating revenues for exchange trading were $1.7 million in 1999
compared to $0.4 million in 1998. This increase was due primarily to a one-time
disciplinary fine levied by the board of directors in 1999. Other operating
revenues for electronic trading were $1.3 million in 1999 compared to $0.4
million in 1998. This is primarily the result of a favorable settlement of a
lawsuit in 1999.

   Interest income, which is not a component of operating income, was $1.1
million in 1999, which represented a decrease of 42.1% from 1998 interest
income of $1.9 million. This decrease resulted from an overall decrease in cash
and cash equivalents that bear interest. Offsetting the interest income was
interest expense of $6.8 million in 1999. Interest expense decreased $0.4
million, or 5.6%, from $7.2 million in 1998 due to our reduced debt balance in
1999.

   Expenses. Operating expenses totaled $214.5 million in 1999, compared to
$188.3 million in 1998, which was an increase of 13.9%. Salaries and benefits
increased 10.5% to $64.1 million in 1999 from $58.0 million in 1998. The
increase in salary and benefits expenses of $6.1 million was due to increased
staffing levels relative to 1998, as well as non-cash changes to our pension
plan assumptions of $0.6 million.

                                       80


   Professional services expense was $32.5 million in 1999 and $19.9 million in
1998, which was an increase of $12.6 million or 63.3%. The increase in expenses
in connection with professional services was partly attributable to an
additional $8.0 million of expenses incurred in 1999 to make our computers and
systems year 2000 compliant. In addition, we incurred restructuring costs of
$1.7 million and professional fees for order routing of $6.6 million in 1999.

   Our general and administrative expenses increased $5.7 million to $51.0
million in 1999, a 12.6% change from the $45.3 million in general and
administrative expenses in 1998. These expenses represent our general operating
costs, such as telecommunications expenses, the cost of information machines on
the trading floors and data processing expenses totaling $16.8 million in 1999
compared to $13.4 million in 1998. The expenses associated with the
communications lines for the increased number of Project A workstations,
totaling $4.6 million in 1999 compared to $2.3 million in 1998, were also
included in general and administrative expenses. Depreciation and amortization
expense increased $2.4 million in 1999 primarily as a result of computer
equipment additions.

   Building operating expenses increased 2.7% from $22.6 million in 1998 to
$23.2 million in 1999. Program costs decreased 17.0% from $8.8 million in 1998
to $7.3 million in 1999, which was primarily attributable to a change in the
marketing efforts of the CBOT.

   Minority interest in net loss of subsidiaries, which represents the Ceres
limited partners' share of Ceres's net loss as well as the minority interest
share of the net loss of Ceres's subsidiary, Chicago Board Brokerage, LLC of
$6.9 million in 1999 was primarily attributable to Chicago Board Brokerage's
net loss for 1999. Chicago Board Brokerage was dissolved in 1999.

   The provision for income taxes decreased $8.0 million, from $5.1 million in
1998 to a net tax benefit of $2.9 million in 1999. This decrease was primarily
due to our pretax loss of $17.4 million in 1999, compared to pretax income of
$11.7 million in 1998.

Financial Condition

   At June 30, 2001, total assets were $361.7 million, a decrease of $10.5
million from $372.2 million at December 31, 2000. Current assets increased $2.9
million from $52.4 million at year end 2000 to $55.2 million at June 30, 2001,
primarily due to an increase in cash and cash equivalents of $3.3 million.
Property and equipment, net of accumulated depreciation, was $291.5 million at
June 30, 2001, a decrease of $12.4 million from $303.8 million at December 31,
2000. The change in net property and equipment during the first six months of
2001 was primarily a function of capital spending of $9.7 million offset by
recorded depreciation of $20.7 million and $1.4 million of disposals of
obsolete computer hardware. Other assets were down $1.0 million at $15.0
million.

   Total liabilities at June 30, 2001 decreased $17.3 million to $163.6
million, from $180.9 million at the end of 2000. Financing activities included
proceeds of $10.0 million from the issuance of a note payable secured by
certain CBOT assets. Other changes in debt were comprised of payments of $10.7
million on private placement senior notes, $7.3 million to retire the revolving
credit facility and $1.5 million net paydown on a note payable to Deutsche
Borse AG related to the a/c/e platform. Thus, notes payable and long term debt
were reduced to $81.5 million at June 30, 2001.

   For the year ended December 31, 2000, total assets were $372.2 million, a
decrease of $1.2 million from $373.4 million in 1999. Current assets increased
$3.0 million from $49.3 million in 1999 to $52.3 million in 2000, due to an
increase in cash and cash equivalents in the amount of $5.8 million offset by a
decrease of $7.1 million in income taxes receivable for which the CBOT received
refunds in 2000. In addition, accounts receivable increased $4.2 million from
1999 primarily due to the increased fees received from market data and exchange
fees partially offset by an increase in the allowance for doubtful accounts of
$2.1 million. Property and equipment, net of accumulated depreciation, was
$305.1 million in 2000, a decrease of $4.3 million from

                                       81


$309.4 million in 1999, primarily due to purchases of computer equipment and
software more than offset by depreciation. Included in property and equipment
the capitalization of software for the a/c/e system as required to be
capitalized under Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." Other assets of
$14.8 million increased by $0.2 million from 14.6 million at December 31, 1999.

   At December 31, 2000, the CBOT held $28.2 million in cash and cash
equivalents, compared to $22.4 million at December 31, 1999. This increase
consisted primarily of net cash generated by operating activities of $46.4
million less net cash used primarily for capital expenditures and investments
of $38.6 million and net repayment of debt of $2.0 million. Working capital
deficit at December 31, 2000 was $24.1 million compared to working capital of
$1.1 million at December 31, 1999. The decrease was primarily the result of an
increase in the current portion of long-term debt of $11.5 million and amount
due to CBOT/Eurex Alliance, L.L.C. of $8.9 million.

   At December 31, 2000, total liabilities increased $8.5 million to $180.9
million from $172.4 million at December 31, 1999. This increase consisted
primarily of $1.8 million in deferred taxes, $8.9 million due to CBOT/Eurex
Alliance, L.L.C., and a one-time contract settlement payable of $6.1 million
offset by an $11.7 million reduction in outstanding debt and reductions in
accounts payable. Total debt of the CBOT at December 31, 2000 was $82.3 million
and included $75 million of privately placed notes and $7.3 million of a
revolving credit line with a lending institution. Members' equity was $191.3
million at December 31, 2000 compared to $201.0 million at December 31, 1999.

Liquidity and Capital Resources

   At June 30, 2001, cash and cash equivalents were $31.5 million, compared to
$28.2 million at December 31, 2000. This increase consisted primarily of net
cash generated from operating activities of $22.8 million less cash used for
capital expenditures of $9.7 million and net repayment of debt of $10.0
million.

   Current liabilities exceeded current assets by $13.8 million at June 30,
2001, an improvement of 43% from $24.1 million at December 31, 2000, from
ongoing measures at the CBOT to improve cash flow. For example, annual member
dues were billed and collected at the beginning of the calendar year. Also,
capital expenditures have been reduced. Current year-to-date spending on
capital items decreased 39% from the comparable period of 2000. Finally,
increased net earnings led to increased cash flows from operating activities,
which significantly improved liquidity. CBOT management currently believes the
current assets will exceed current liabilities by the end of 2001. Further,
CBOT management currently believes that the borrowing capacity and funds
generated through operations will be sufficient to meet cash requirements
currently and in the forseeable future.

   For the year ended December 31, 2000, cash and cash equivalents increased
$5.8 million from $22.4 million at December 31, 1999 to $28.2 million at
December 31, 2000. Net cash flows from operating activities were $46.4 million
in 2000, which reflected increases in certain liabilities, including the amount
due to CBOT/Eurex Alliance, L.L.C. of $8.9 million. Net cash flows used in
investing activities for 2000 was $38.6 million, which was primarily due to the
purchase of computer software relating to the a/c/e system. Net cash flows used
in financing activities were $2.0 million for the year ended December 31, 2000
which was attributable to a net reduction in the principal outstanding on our
lines of credit.

   For the year ended December 31, 1999, interest payments were $6.8 million.
These consisted primarily of interest paid for the private placement of senior
notes and for the revolving credit line of interest. The $75.0 million
principal amount for the private placement senior notes requires annual
principal repayments of $10.7 million beginning in March 2001 with a final
repayment of remaining principal in March 2007.

   The CBOT had a $10.0 million line of credit that was to expire in May 2001.
Borrowings under this line of credit were secured by the CBOT's receivables and
carried interest at LIBOR plus 62.5 basis points. As of December 31, 2000,
about $1.3 million was available under the line of credit based on the
borrowing base terms. This credit line contained covenants that required, among
other things, that the CBOT maintain specified levels of minimum net worth and
meet defined financial ratios.

                                       82


   On March 30, 2001, the CBOT borrowed $10.0 million pursuant to a promissory
note bearing interest at a rate of 8.25% per annum and secured by certain of
the CBOT's equipment. The proceeds were used to repay all borrowings under the
$10.0 million line of credit, which was retired. The promissory note is payable
in equal monthly installments of principal and interest through April 1, 2004.

   As of December 31, 2000, the CBOT had a working capital deficit of about
$24.1 million, which reflects the substantial resources that the CBOT has
committed to the development, maintenance and support of both its open outcry
and electronic trading systems as well as the impact of lower than historical
volumes in its open outcry trading market. Since 1998, we have made substantial
expenditures related to the creation of the a/c/e system, while continuing to
upgrade our open outcry system and facilities. We have taken steps to improve
our cash flow and to bring our working capital positive by the end of 2001. To
generate cash earlier in 2001, given certain debt obligations due in March
2001, the CBOT has accelerated the period by which member dues are billed and
collected, from quarterly to annual advance billing. Pursuant to the CBOT rules
and regulations, dues were assessed on a quarterly basis beginning in June
2000. Prior to June 2000, dues had been waived by the CBOT as a result of its
cash flow and working capital position. The waiving of dues in previous periods
had no impact on CBOT billing annual dues for 2001 on January 1, 2001.
Management developed, and the board of directors has approved, the CBOT's
operating budget for 2001, which reflects positive working capital by year-end
2001. This plan reflects the full year's impact of the increases in exchange
fee rates implemented September 1, 2000. The plan also includes reductions to
capital and operational spending. The CBOT plans to defer certain technological
enhancements not deemed crucial to the operation of the open outcry system and
of the a/c/e system. Trading revenue in the plan is based on levels of trading
historically experienced by the CBOT, but lower than that for 2000.

   You should be aware that our assumed revenues for 2001 are based upon
certain assumptions, including assumptions relating to our annual trading
volume next year. Futures trading volume has historically been subject to
significant fluctuations and we cannot assure you that we will achieve the
trading volume levels assumed in our budget.

   The CBOT has the ability to assess and collect additional dues from our
members to support our cash needs. Although not currently contemplated, we may
also consider additional sources of funds such as restructuring our outstanding
senior notes into a longer term mortgage secured by our buildings, a sale of
some or all of our real estate and conversion of our credit line into long-term
asset-based financing. However, we cannot provide any assurance that these
sources will be available or that they will be sufficient to meet our liquidity
needs for the foreseeable future.

   For important information about risks related to our future capital and
liquidity requirements, see "Risk Factors--Risk Factors Relating to Our
Business--We May Be Unable to Meet Our Future Capital and Liquidity
Requirements."

Market Risk

   The CBOT provides the contract market for trading futures and options on
futures. However, it does not trade futures and options on futures for its own
account. The CBOT invests available cash in highly liquid, short-term
investment grade paper. The CBOT does not believe there is any significant risk
associated with these short term investments.

Foreign Currency Risk

   The CBOT historically has transacted minimal business in foreign currencies.
The alliance with the Eurex Group has created additional foreign currency
transactions in 1999 and 2000, specifically in the euro. On September 27, 2000,
the CBOT entered into foreign exchange forward contracts with a financial
institution to hedge our risk of foreign currency fluctuations related to
certain commitments to the Eurex Group and Deutsche Borse Systems AG which are
denominated in euros for the operations of the a/c/e system and additional
software enhancements. The notional amount of these contracts total about $29.0
million with

                                       83


exchange rates ranging from 0.89429 to 0.91100 and maturities at various dates
through 2002 corresponding to the terms of the commitments. In December, 2000,
the CBOT decided not to pursue, at this time, certain software enhancements.
The CBOT then entered into about $9.8 million of foreign exchange forward
contracts offsetting certain contracts entered into in September. Through
December 31, 2000, any gain or loss on the forward contracts hedging
commitments that had not been fulfilled and recorded was deferred.

   On May 25, 2001, the CBOT entered into additional foreign exchange forward
contracts with a financial institution to hedge its risk of foreign currency
fluctuations related to certain euro-denominated liabilities and commitments to
Eurex and related entities. The notional amount of these contracts totaled
about $6.5 million (7.6 million euros) with exchange rates ranging from 0.85960
to 0.86085 and maturities at various dates through December, 2001 which
correspond to the terms of the liabilities and commitments. As of June 30,
2001, the CBOT had foreign exchange forward contracts of approximately $22.9
million (25.6 million euros). For the six months ended June 30, 2001, the CBOT
recorded a loss of $555,000 in other comprehensive income for derivatives
designated as cash flow type hedges. The CBOT believes that fluctuations in
foreign currency exchange rates will not have a material adverse effect on its
results of operations. For more information on recent changes in accounting for
derivative instruments, see--"Adoption of Accounting Pronouncements."

Adoption of Accounting Pronouncements

   The Financial Accounting Standards Board ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended, was adopted by the CBOT effective January
1, 2001. SFAS No. 133 requires that all derivative instruments be recorded on
the consolidated statement of financial condition at fair value, including
derivatives embedded in financial instruments or contracts that are not clearly
and closely related to the economic characteristics of the host financial
instrument or contract. Changes in the fair value of derivatives will be
recorded each quarter in net income or, if the derivative is designated as a
cash flow hedge, in other comprehensive income. On January 1, 2001, the CBOT
recorded approximately $100,000 as a cumulative transition adjustment to
earnings relating to derivatives not designated as hedges prior to adoption of
SFAS No. 133 and to derivatives designated in fair-value type hedges prior to
adopting SFAS No. 133, and approximately $500,000 in other comprehensive income
as a cumulative transition adjustment for derivatives designated in cash-flow
type hedges prior to adopting SFAS No. 133.

Recent Accounting Pronouncements

   In June 2001, the FASB issued SFAS No. 141, "Business Combinations," which
established accounting and reporting standards for business combinations. All
business combinations in the scope of this statement are to be accounted for
using the purchase method. The CBOT believes that the adoption of SFAS No. 141
will not have a material impact on the CBOT's financial position or results of
operations.

   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," which established accounting and reporting standards for acquired
goodwill and other intangible assets. SFAS No. 142 addresses how intangible
assets that are acquired individually or with a group of other assets (but not
those acquired in a business combination) should be accounted for in financial
statements upon their acquisition. SFAS No. 142 also addresses how goodwill and
other intangible assets should be accounted for after they have been initially
recognized in the financial statements. The CBOT has not yet completed its
analysis of the impact, if any, that the adoption of SFAS No. 142 will have on
its financial position or results of operations.

                                       84


Quarterly Comparisons

   The CBOT's operating results may fluctuate from period to period as a result
of, among other things, trading volume. The information below, which sets forth
by quarter the CBOT's income statement data for the six months ended June 30,
2001 and for the years ended December 31, 2000 and 1999, should be read in
conjunction with the "Selected Consolidated Financial Data."



                                              Year Ended December 31, 2001
                                            -----------------------------------
                                              1st      2nd      3rd      4th
                                            Quarter  Quarter  Quarter  Quarter
                                            -------  -------  -------  --------
                                                           
   Revenues...............................  $58,447  $61,125     $--   $    --
   Expenses...............................   53,600   51,628      --        --
   Income from operations.................    4,847    9,497      --        --
   Income before cumulative effect of
    change in accounting principle........    2,313    4,334      --        --
   Cumulative effect of change in
    accounting principle, net of tax......       51      --       --        --
   Net Income.............................    2,262    4,334      --        --

                                              Year Ended December 31, 2000
                                            -----------------------------------
                                              1st      2nd      3rd      4th
                                            Quarter  Quarter  Quarter  Quarter
                                            -------  -------  -------  --------
                                                           
   Revenues...............................  $55,391  $52,349  $50,907  $ 54,272
   Expenses...............................   46,654   60,586   51,277    57,029
   Income (loss) from operations..........    8,737   (8,237)    (370)   (2,757)
   Income (loss) before minority interest.    2,430   (5,386)  (2,424)   (4,728)
   Minority interest in (income) loss of
    subsidiaries..........................   (2,086)   2,086      --        --
   Net Income (loss)......................      344   (3,300)  (2,424)   (4,728)

                                              Year Ended December 31, 1999
                                            -----------------------------------
                                              1st      2nd      3rd      4th
                                            Quarter  Quarter  Quarter  Quarter
                                            -------  -------  -------  --------
                                                           
   Revenues...............................  $54,071  $52,404  $52,416  $ 44,005
   Expenses...............................   48,899   52,679   51,685    61,266
   Income (loss) from operations..........    5,172     (275)     731   (17,261)
   Income (loss) before cumulative effect
    of change in accounting principle and
    minority interest.....................    2,114     (529)    (859)  (15,186)
   Cumulative effect of change in
    accounting principle, net of tax......    2,920      --       --        --
   Minority interest in (income) loss of
    subsidiaries..........................    1,390     (903)    (691)    7,137
   Net Income (loss)......................      584   (1,432)  (1,550)   (8,049)


   On January 1, 1999, the CBOT adopted Statement of Position 98-5, Reporting
on the Costs of Start-up Activities, which requires that start-up activities be
expensed as incurred. Previously, start-up activities were capitalized and
amortized. The cumulative effect of this change in accounting principle was
$4,946,000, net of a tax benefit of $2,026,000.

   On September 30, 1999, the CBOT dissolved the brokerage division of Ceres
known as Chicago Board Brokerage, LLC. Losses in the amount of about $10.6
million were generated by Chicago Board Brokerage, LLC in 1999.

   In the fourth quarter 1999, the CBOT experienced lower trading volume due to
the year 2000 issue. This resulted in about $8 million in reduced revenues. In
addition, expenses increased by about $10 million relating to year 2000
compliance and restructuring costs.

                                       85


   First quarter 2000 amounts have been adjusted to reflect the capitalization
of certain costs related to the development of the a/c/e system that had
previously been capitalized in the second quarter of 2000.

   In the second quarter 2000, the CBOT recognized a one-time contract
settlement related to the termination of the employment agreement with a former
president and chief executive officer of about $8 million.

   In the fourth quarter of 2000, the CBOT recognized bad debt expense of $2.1
million related to amounts receivable from one of our market data customers.

   As described above "--Adoption of Accounting Pronouncements," on January 1,
2001, the CBOT adopted SFAS No. 133, requiring recognition of all derivative
instruments in the Consolidated Statements of Financial Condition as either
assets or liabilities and the measurement of those instruments at fair value.
SFAS No. 133 also requires changes in the fair value of derivative instruments
to be recorded each period in current earnings or other comprehensive income
depending on the intended use of the derivatives. The cumulative effect of this
change in accounting principle, net of tax, was $51,000.

   In the first quarter of 2001, the CBOT recognized bad debt expense of $1.5
million related to amounts receivable from one of our market data customers.
The CBOT also recognized expense of $1.3 million related to the retirement of
obsolete computer hardware. In addition, the CBOT established an accrual of
$3.0 million for the potential settlement of various pending lawsuits.
Furthermore, the CBOT recognized $1.2 million in severance costs related to the
ongoing restructuring at the CBOT.

   In the second quarter of 2001, the CBOT recognized $0.8 million in severance
costs related to the ongoing restructuring at the CBOT.

                                       86


                                  OUR BUSINESS

Overview

   Founded in 1848, we are one of the world's leading exchanges for the trading
of futures and options on futures contracts, with total volume in the first
half of 2001 of about 127 million contracts, which, according to industry data
provided by the Futures Industry Institute, represented about 9% of the total
volume of all global listed futures, options on futures and equity index
contracts. According to industry data provided by the Futures Industry
Association, we ranked third worldwide among futures exchanges in volume of
contracts traded in the first half of 2001, transacting about 42% of the global
listed agricultural futures and options contracts, e.g., wheat, corn, soybeans,
and about 16% of the global listed financial futures and options contracts,
e.g., U.S. Treasury bonds and notes. From our origins in the nineteenth century
as a market for trading cash grain, we have evolved into a major financial
center in the twenty-first century, offering a diverse range of contracts based
on interest rates, agricultural commodities, equity indices and other
underlying instruments and risk-based activities.

   We operate markets for the trading of commodity and financial futures
contracts, as well as options on futures contracts. These contracts have been
developed through our extensive research and development efforts and through
relationships with market participants and other financial institutions. We
operate traditional open outcry auction markets where our members trade in a
centralized location with other members. Members may be individual traders, who
risk their personal capital and provide significant liquidity to our markets,
or floor brokers who are executing transactions on behalf of customers or
member firm proprietary accounts. We also make our products available for
trading on an electronic trading system operated pursuant to our alliance with
the Eurex Group, which includes the operators of the world's largest
derivatives exchange.

   We also engage in extensive regulatory compliance activities, including
market surveillance and financial supervision activities, designed to ensure
market integrity and provide financial safeguards for users of our markets. Our
traditional open outcry and electronic trade execution services provide market
participants the ability to determine current market prices, known as "price
discovery," and trade matching services that offer market participants price
transparency, anonymity and immediacy. Further, we market and distribute
valuable real-time and historical market data generated from trading activity
in our markets to users of our products and related cash and derivative markets
and financial information providers.

   Our market participants include many of the world's largest banks,
investment firms and agricultural corporations. These participants use our
products for hedging, risk management, asset allocation and speculation. Other
market users include financial institutions, such as public and private pension
funds, mutual funds, hedge funds and other managed funds, insurance companies,
corporations, commercial banks, professional independent traders and retail
customers. Our users can be broadly categorized as hedgers or speculators,
depending on whether they transfer risk or accept risk. Hedgers are market
participants who seek to transfer price risk in an underlying commodity, e.g.,
soybeans, or financial instrument, e.g., U.S. Treasury bonds. Speculators, on
the other hand, accept price risk and attempt to make profits through buying
and selling futures contracts by anticipating price changes and generally have
no interest in making or taking delivery of the underlying commodity or
instrument.

   We have developed innovative and cost-effective products and execution and
order routing systems which benefit our members and customers. As indicated in
the chart below, we have recently experienced a decline in trading volume. We
believe that such decline in our trading volume have been caused primarily by a
decrease in interest rate volatility, growth in equity trading, changes in
Federal Reserve monetary policy and the business cycle of the U.S. economy.

                                       87



                            Chicago Board of Trade
                       Annual Futures and Options Volume
                                   1990-2001
                           [BAR CHART APPEARS HERE]

                              1990   154,231,583
                              1991   139,437,298
                              1992   150,031,392
                              1993   178,773,075
                              1994   219,504,074
                              1995   210,673,044
                              1996   222,438,505
                              1997   242,698,919
                              1998   281,189,436
                              1999   254,561,215
                              2000   233,528,558
                             *2001   126,651,206
*Bold portion represents contract volume for January 1, 2001 through June 30,
2001. Shaded portion together with bold portion represents projected
annualized contract volume for 2001 based upon actual volume through June 30,
2001.
--------
Source: CBOT records

   Presently, derivatives markets are experiencing significant and rapid
changes due to relaxation of regulatory barriers and advances in technology.
Foreign exchanges and exchange-like enterprises operated by or for banks and
broker-dealers have gained increased access to U.S. markets as a result of
regulatory changes. The ability of computer and telecommunications systems
today to efficiently and economically bring buyers and sellers together
presents new challenges to centralized open outcry auction markets, including
our open outcry markets. These changes are lowering barriers to entry and
creating a lower-cost business model, forcing traditional open outcry exchanges
to streamline their operations and reduce costs. We believe that large market
users and the threat of competition have forced exchanges to seek more
efficient trading, processing and clearing facilities. We have responded to
these challenges by implementing innovative technology, including the a/c/e
system, to preserve and enhance our current business and to streamline our
trade execution and processing, which has resulted in substantial automation.
We have also sought to refine our existing products, develop innovative new
products to satisfy customers' demands and continue to enhance the ability of
our independent traders to provide liquidity in our markets.

   In order to continue to enhance our ability to compete in this dynamic
marketplace, our business strategy includes demutualizing the CBOT by creating
a stock, for-profit holding company pursuant to the restructuring transactions
described in this document. We intend to seek to improve our corporate
governance structure by, among other things, focusing the role of the board on
traditional oversight activities reducing significantly the number and
responsibility of existing committees and enhancing and expanding the
responsibility and authority of our management. The restructuring transactions
will also significantly reduce members' rights with respect to participation in
the day-to-day management and operation of our business, including through the
substantial elimination of the membership petition process. For example,
following the restructuring transactions, stockholders of CBOT Holdings and
Class B and Class C members of the CBOT subsidiary will not have the right to
call special meetings of stockholders to vote on proposals and stockholders of
CBOT Holdings will not

                                       88


be able to take stockholder action by written consent instead of a meeting.
Stockholders of CBOT Holdings may request a vote on a proposal to amend our
bylaws at our annual meetings, but only if the request complies with certain
advance notice requirements under our bylaws and the regulations regarding
proxy solicitation under the federal securities laws, as applicable. We believe
that the restructuring transactions will enable us to strengthen and expand our
core business.

Products

   We believe that the range and diversity of the products that may be traded
on our exchange facilities contribute significantly to our success. These
products include futures contracts and options on futures contracts based upon
interest rates, debt instruments, agricultural commodities, stock indices and
other underlying instruments. We have a product development and a marketing
division to support market participants and foster the trading and development
of current and future products. Our product development and marketing staffs
meet regularly with market users, members and clearing members to determine
whether our current products, facilities and services meet the participants'
needs and whether modifications or enhancements are necessary. Our product
development and marketing staffs also develop new product ideas in consultation
with market users and other financial institutions.

   The following chart depicts the distribution of trading volumes across our
three major product sectors in 2001:
   .interest rate products;
   .agricultural and other non-financial/commodities products; and
   .stock index products.

               [PIE CHART APPEARS HERE]
 Interest Rate Products     95,054,958     75.052549%
 Agricultural Products      29,065,586     22.949316%
 Stock Index Products        2,521,233      1.990690%
*Other                           9,429      0.007445%

 Metals                          9,429
 Energy                              0
 PCS Insurance                       0

--------
Source: CBOT records

                                       89


 Interest Rate Products

   Seventy-five percent of all of the contracts traded at the CBOT during the
first half of 2001 were either financial futures or options on financial
futures contracts. Our interest rate product line includes our U.S. Treasury
bond futures contract, which is currently our largest single product based on
trading volume. Trading of U.S. Treasury bond futures and options contracts
comprised about 39% of our financial product volume and about 29% of our total
transaction volume for the first half of 2001. Our other interest rate products
include ten-year, five-year and two-year U.S. Treasury note futures and
options, federal agency futures and options, "Fed funds" futures, mortgage
futures and options as well as municipal bond index futures and options.

   Trading volumes in our interest rate products have fluctuated over the last
decade. We believe that these fluctuations primarily reflect changes in Federal
Reserve monetary policies and changing levels of interest rate volatility
during these periods, rather than successful competition from other exchanges
or increased use of alternative products or markets by market participants. The
overall volume of our interest rate products for the first half of 2001 was
down about 0.2% over the same period in 2000. We believe that the primary
causes for the declines in volume since 1998 have been reduced issuance of
long-term debt by the U.S. government, reflecting in part favorable budgetary
conditions, as well as the government's repurchase of outstanding bonds. These
policies have reduced the supply of cash 30-year U.S. Treasury bonds, removed
bonds from credit market benchmark status and caused a decline in U.S. Treasury
bond futures and options volume at the CBOT.

   We believe that hedgers and speculators have increasingly turned to our ten-
year and five-year U.S. Treasury notes in order to manage interest rate risks.
The increase in volumes for ten-year and five-year notes has offset some of the
decrease in volume for the 30-year bonds. Volume in our interest rate products
continues to constitute a significant part of our business. The following chart
indicates the annual trading volume of interest rate futures and options on the
CBOT from 1990 through 2001.

                                   Chicago Board of Trade
                Annual Interest Rate Futures and Options Volume
                                             1990-2001

                                  [BAR CHART]

                              1990     113,440,091
                              1991     101,592,869
                              1992     112,655,672
                              1993     136,322,817
                              1994     177,017,577
                              1995     160,300,159
                              1996     156,994,150
                              1997     179,703,338
                              1998     218,570,232
                              1999     190,996,164
                              2000     169,432,716
                             *2001     187,666,380
 *Bold portion represents contract volume for January 1, 2001 through June 30,
     2001. Shaded portion together with bold portion represents projected
 annualized contract volume for 2001 based upon actual volume through June 30,
                                    2001.
--------
Source: CBOT records

                                       90


   Market participants take advantage of the flexibility and liquidity of the
interest rate products we list. Our market users generally include banks,
broker/dealers and other financial institutions, all of whom must cope with
interest rate risk that arises naturally from their core business activities,
e.g., lending, borrowing, underwriting fixed-income securities, or from their
dealing in interest rate swaps, structured derivative products and other over-
the-counter products. A significant number of our clearing member firms are
affiliates of major domestic and international banks who utilize our interest
rate markets for their proprietary trading activities. Asset managers also use
our interest rate products to lengthen or shorten the effective duration of
their portfolios. We believe that our contracts are especially useful for this
purpose where physical restructuring of a portfolio is difficult or where
futures transaction costs are less than cash market transaction costs.

 Agricultural and Non-Financial/Commodities Products

   Agricultural products are the core product area from which we started. We
have maintained a strong franchise in our agricultural products, including
contracts based on soybeans, soybean oil and meal, corn, wheat, oats, rough
rice and other agricultural commodities. Our market users include agricultural
producers, grain elevators, food processors and retail customers. Other non-
financial/commodities products we offer include silver and gold futures, silver
options and insurance options. Together, our agricultural and other non-
financial and commodities products represented about 23% of all contracts
traded at the CBOT in the first half of 2001. Our trading volumes in these
products from 1990 through 2001 are illustrated in the following chart. We
believe that continuing consolidation and restructuring in the agricultural
sector and the reduction or elimination of government subsidies could provide
growth in our agricultural markets as large producers and processors are more
likely to adopt formal hedging and risk management programs.

                            Chicago Board of Trade
                 Annual Stock Index Futures and Options Volume
                                   1990-2001

                                  [BAR CHART]

                              1990    39,613,019
                              1991    37,002,033
                              1992    36,928,711
                              1993    41,150,250
                              1994    42,348,484
                              1995    50,260,845
                              1996    65,369,379
                              1997    62,023,609
                              1998    58,749,036
                              1999    59,407,848
                              2000    60,303,460
                             *2001    29,065,586
*Bold portion represents contract volume for January 1, 2001 through June 30,
2001. Shaded portion together with bold portion represents projected
annualized contract volume for 2001 based upon actual volume through June 30,
2001.
--------
Source: CBOT records

                                       91


 Stock Index Products

   Futures and options on futures contracts on stock indices are intended to
allow traders and investors the opportunity to invest in the entire market, in
selected portions of the market or in the relative performances of the various
market sectors relative to one another and relative to the entire market.
Market users of these products include public and private pension funds,
investment companies, mutual funds, insurance companies and other financial
services companies that benchmark their investment performance to different
segments of the equity markets. We currently offer futures and options on
futures contracts on the Dow Jones Industrial Averagesm, The Dow Jones
Transportation Average, the Dow Jones Utilities Average and the Dow Jones
Composite Indexes.

   In June 1997, we entered into an agreement with Dow Jones & Company, Inc. to
license certain index and trademark rights, including, among other things, the
Dow Jones Industrial Average, the Dow Jones Transportation Average, the Dow
Jones Utilities Average and the Dow Jones Global Indexes. The license is a non-
transferable and exclusive worldwide license to use these indices as the basis
for standardized exchange-traded futures contracts and options on futures
contracts. The agreement, which will expire on September 30, 2002, requires the
CBOT to pay Dow Jones initial license fees, which were paid in 1997, and annual
royalties based upon trading volumes with a minimum annual royalty requirement
of $2.0 million. We paid annual royalties of $2.0 million in each of 1998, 1999
and 2000.

   As depicted in the following chart, our equity index product trading volumes
have generally increased since the introduction of the Dow Jones indices in
late 1997, from about 0.9 million contracts in 1997, to about 3.8 million
contracts in 1998, to about 4.1 million contracts in 1999 to about 3.8 million
contracts in 2000. In the first half of 2001, equity index trading volume was
about 2.5 million contracts.

                             Chicago Board of Trade
                    Annual Stock Futures and Options Volume
                                   1990-2001

                                  [BAR CHART]

                               1990       951,555
                               1991       705,986
                               1992       363,094
                               1993       158,384
                               1994             0
                               1995             0
                               1996             0
                               1997       911,608
                               1998     3,812,910
                               1999     4,125,646
                               2000     3,772,840
                              *2001     5,724,132
  *Bold portion represents actual contract volume for January 1, 2001 through
 June 30, 2001. Shaded portion together with bold portion represents projected
  annualized contract volume for 2001 based upon actual contract value through
                                 June 30, 2001.
--------
Source: CBOT records

                                       92


   In 2000, Congress adopted legislation that allows us to trade single-stock
futures contracts under the regulatory jurisdiction of the Commodity Futures
Exchange Commission and the Securities and Exchange Commission. This new type
of product could have significant appeal to retail investors and institutional
investors.

   Under the Commodity Futures Modernization Act of 2000, single-stock futures
contracts were made available to be traded on markets limited to institutional
investors trading for their own account on a principal-to-principal basis on
August 21, 2001. Single stock futures should be available to be traded on
markets that also allow retail investors to participate as well as brokered
trades for institutional investors by December 21, 2001.

Execution Facilities

   We currently operate two trade execution facilities: a traditional pit-
based, open outcry trading market and, through our alliance with the Eurex
Group, the a/c/e system.

 Open Outcry Trading

   In the traditional open outcry trading environment, traders who risk
personal capital, or floor brokers, who may execute orders for institutional,
commercial, proprietary and retail customers, bid and offer in an open outcry
auction arena. This environment facilitates discovery of market prices. We
believe that the CBOT has a strong history of providing a venue that offers its
users tremendous liquidity, access to trading opportunities, and a reliable and
stable trading environment.

   Open outcry trading occurs in individual arenas and represented about 83% of
our total volume in the first half of 2001. The trading pits are the
centralized meeting place for floor brokers and independent traders to trade
contracts. Orders for market participants not on the trading floor are relayed
to brokers for execution in the trading pits. The trading floors, which cover
about 115,150 square feet, have booths surrounding the trading pits from which
clearing member firm personnel can communicate with customers regarding current
market activity and prices and receive orders either electronically or by
telephone. In addition, our trading floors display current market information
and news on wallboards hung above the pits.

   We have enhanced our open outcry and electronic trading markets through
automation and lower fees to help us maintain liquidity for market users. To do
this, we have streamlined processes involving order entry, trade execution and
open outcry price discovery. The basis for maintaining an open outcry trading
system is our belief that many market participants find this system to be an
efficient mechanism for price discovery. The open outcry system leverages our
members' market-making expertise by utilizing hundreds of speculators to
facilitate liquidity and to provide floor brokers with a mechanism to manage
execution risk for customers. We believe that the open outcry system is
regarded as having a long-standing history as an environment of integrity,
stability and reliability.

 Technology Supporting our Open Outcry Execution Facilities

   In order to maintain the viability and growth of the open outcry trading
system, we have invested and, to the extent that our resources permit, we plan
to continue to invest in technology. The CBOT will seek to continue its
development of technology to provide market participants with rapid, reliable
and cost-effective transaction processing. However, we cannot assure you that
we will be able to fund technology in the future. This approach will focus on
the following applications.

   Order Transmission Systems. Our Order Direct application protocol interface
enables our member firms to transmit orders electronically to and from the open
outcry pits and any other firm or broker, and provides an entry point for
Internet-based orders from customers and branch offices. This application has
resulted in increased order and confirmation speed, reduced transaction costs,
decreased risk of error, improved customer account tracking and bookkeeping and
faster clearing reconciliation. eOpenoutcry.com is our web-enabled,

                                       93


browser-based software system that allows trade order entry, execution and
confirmation display via the Internet, enhancing member access to the trading
floor while reducing transaction costs.

   Trade Execution Systems. Our customers may select one of the following two
trade execution systems for executing transactions in the open outcry trading
environment.

  . COMET is the CBOT's booth-based order entry device that fulfills the need
    for fast and efficient electronic order delivery to the trading floor
    while preserving the firm's choice of delivery method to the broker. In
    keeping with the firm's preference, COMET orders may be "flashed" by
    hand, delivered by wireless headset or delivered electronically to the
    broker for execution. COMET then enables the trade data to be
    electronically routed to the firm's bookkeeping system and to the
    clearing location on a real-time basis.

  . Electronic Clerks are the CBOT's order receipt and deck management
    devices for brokers. Using a hard-wired or wireless Electronic Clerk,
    unit brokers may receive orders from multiple member firms. Orders are
    automatically organized by price and order type for ease and speed of
    execution and trade confirmations are automatically returned to the
    originator.

   Floor Operations Technology. Floor operations technology consists of the
pricing and quotation network as well as the data network. The pricing and
quotation network collects and disseminates in real time all CBOT pricing data.
The internal data network connects futures commission merchants and other
building occupants with the floor and one another for all CBOT pricing data.
The pricing quotation network comprises price reporters who monitor the price
fluctuation in each of the pits and use an electronic data network to
communicate this information. As trades are executed, the reporters enter the
price data into the pricing network. The price network transmits the data to
the wall board display system, the historical data library and the data
services network for re-transmittal through information providers such as
Bloomberg. The current data network is a traditional wired network.
Substantially all futures commission merchant offices have the capability to
access the network in order to communicate with other offices and the floor.
Most futures commission merchants have external data connections as well as
Internet access.

 Electronic Trading

   The CBOT has made its products available for electronic trading since 1992,
initially, on the Globex system, and, beginning in 1994, on Project A, which
was operated through the electronic trading division of Ceres. Since 1998,
Project A provided access to the CBOT's global benchmark financial and index
products 22 hours each trading day, with workstations located in the United
States, Europe and Asia.

   In August 2000, Project A was shut down and replaced by the a/c/e system,
which is the product of an alliance between the CBOT and certain affiliates and
Deutsche Borse AG, the Swiss Stock Exchange and their jointly owned
subsidiaries, Eurex Zurich AG and Eurex Frankfurt AG. A jointly-owned company
called CBOT/Eurex Alliance, L.L.C. was established to provide services related
to electronic trading to Ceres and to Eurex. CBOT products are accessible
electronically throughout Europe and access points in Tokyo, Japan. We have
obtained permission to put our terminals in several foreign countries,
including the United Kingdom, Germany, Switzerland, Hong Kong, Japan, Ireland,
the Netherlands and Finland.

                                       94


   At launch, 81 CBOT member firms were able to trade all CBOT products on the
a/c/e system. As of June 30, 2001, volume on the a/c/e system surpassed an
aggregate of above 30.2 million contracts traded since it became operational.
The chart below illustrates monthly volume on the a/c/e system for the months
of September 2000 through June 2001:

                             Chicago Board of Trade
                             Monthly a/c/e/ Volume
                           September 2000 - June 2001

                                  [BAR CHART]

                          September 2000    2,005,061
                          October 2000      2,282,747
                          November 2000     2,274,670
                          December 2000     1,787,467
                          January 2001      2,862,510
                          February 2001     3,027,262
                          March 2001        3,620,442
                          April 2001        3,508,953
                          May 2001          4,375,128
                          June 2001         4,175,063
--------
Source: CBOT records

   Ceres owns a/c/e Release 1.0, which is the current version of the a/c/e
software operated for the CBOT. In addition, Ceres has a perpetual license to
use Eurex Release 2.0, which is the base software over which the a/c/e software
operates.

   Under a licensing agreement, Ceres provides services related to the
operation of the a/c/e system and a sublicense of the a/c/e software to the
CBOT. In addition, under a separate agreement, Ceres operates with employees
seconded to it from the CBOT.

   CBOT/Eurex Alliance, L.L.C. has retained Deutsche Borse Systems AG, a
subsidiary of Deutsche Borse AG, to provide system operations and software
development services for the a/c/e system. The joint venture operating
agreement for CBOT/Eurex Alliance L.L.C. is not yet signed and is not likely to
be finished until decisions are made regarding its structure and functions. The
Eurex Group has invoked the dispute resolution procedure established under our
agreements with them in connection with this issue, and the parties have begun
discussions to attempt to resolve this issue, but no assurance can be made
about whether, when or how this issue will be resolved. See "Risk Factors--Our
Decision Not to Fund the Development of Certain Upgrades to the a/c/e System
Could Significantly Harm our Electronic Trading Operations."

   CBOT/Eurex Alliance may also provide services to us, to Eurex and to other
exchanges. In addition, CBOT/Eurex Alliance has engaged in planning for making
options on individual U.S. equities available for electronic trading.
CBOT/Eurex Alliance's profits are shared equally by its two members, Ceres
Alliance L.L.C., a wholly owned subsidiary of Ceres, and Eurex Beteiligungen
AG, and its expenses are allocated among the two members as incurred.

                                       95


   We currently limit direct access to the a/c/e system to our members. This
may inhibit the growth of the electronic trading system, and may inhibit
revenue growth as well. Members are permitted to have an unlimited number of
terminals to conduct proprietary or customer trading, and member firms that
handle customer business are permitted to connect their own electronic order
routing systems to the a/c/e system. Eurex member firms have been given the
right to obtain electronic access to our products traded on the a/c/e system by
leasing a Full Membership or Associate Membership or buying an Associate
Membership. It is possible that the restrictions contained in our access policy
may be relaxed in order to attempt to increase revenue growth, but it is also
possible that these restrictions may remain unchanged or even be tightened,
including, among other reasons, in order to preserve the value of the Class B
and Class C memberships of the CBOT subsidiary in light of issues raised by the
Chicago Board Options Exchange with respect to the exercise right. For more
information, see "Risk Factors--Risks Relating to the Restructuring
Transactions--The "Exercise Right' Could be Subject to Further Challenge by the
Chicago Board Options Exchange." Our retention of some or all of these
restrictions may inhibit revenue growth relating to our electronic trading
markets.

Market Data

   Our markets generate valuable information regarding the prices of our
products and the trading activity in those markets. We sell our market data,
which includes bids, offers, trades and trade size, to vendors who redistribute
the data to persons or entities that use our markets or that monitor general
economic conditions. Such persons and entities include financial information
providers, futures commission merchants, banks, broker-dealers, public and
private pension funds, investment companies, mutual funds, insurance companies,
hedge funds, commodity pools, individual investors and other financial services
companies or organizations.

   We believe the market data supplied by the CBOT enhances trading activity in
our products and trading activity in related cash and derivatives markets. The
dissemination of real-time data generates revenue and supports our customer
bases with timely market information. In general, the price information is sent
via dedicated networks to over 140 worldwide quote vendors and subvendors.
These firms consolidate our market data and information with data from other
exchanges and third party data and news services and the firms resell the
consolidated data and information to their subscribers. These quote vendors
distribute our market data through dedicated networks, the Internet and
wireless handheld devices.

   As of June 30, 2001, our market data was displayed on over 185,000 screens
worldwide. Revenue from market data represented about 27% of our total revenue
during the first half of 2001. Our annual revenue from market data has grown
from less than $45 million in 1996 to more than $61 million in 2000. We
attribute this increase to a change in our market data pricing structure that
we instituted last year, as well as a substantial increase in the total number
of display devices receiving our market data.

   We believe that the evolution of technology and the financial services
industry will change the existing distribution channels, sales methods and
pricing structure for market data. These changes might adversely impact the
revenue we receive from market data. Increases in the volume of electronic
trading, the use of the Internet as a distribution mechanism and increases in
the use of our products by individual retail investors will all impact revenue
from market data.

Building Services

   Our building services division operates the CBOT's commercial real estate
assets. In total, we own and manage three buildings, with over 1.5 million
square feet of commercial space in the aggregate, in the central business
district of the City of Chicago. As of June 30, 2001, the buildings were about
97% occupied, with about 27% of the occupied space used by the CBOT itself.

                                       96


   Tenants pay market rates for rent. The majority of tenant leases have terms
of five years, with large tenants having leases for up to ten years. The
largest tenant, other than the CBOT itself, leases 15% of the rentable area and
the next five largest tenants lease about 12% of our commercial space. The CBOT
manages both the real estate and the general services relating to such real
estate such as cleaning, power and telephone services. Building services
generated about 11% of our operating revenue for the first six months of 2001.

   The majority of our commercial lease space is designated as "Class A," which
describes that class of premium commercial office space which is typically
located in central business districts and provides the highest level of
services and amenities. We have spent considerable resources so that all three
buildings have advanced telecommunication infrastructure and services. The
demographics of the tenants of our commercial space has begun to widen beyond
traditional brokerage/trading service firms to include technology-related firms
which we believe is due to the location and desirable telecommunications
infrastructure of our buildings.

Marketing and Advertising

   Our marketing department targets both institutional and retail customers.
Our marketing programs for institutional customers are designed to educate
highly sophisticated traders, portfolio managers, corporate treasurers and
other market professionals about innovative uses of our products, such as new
hedging and risk management strategies. We also seek to educate these users
about changes in product design, margin requirements and new clearing services.
Our marketing typically involves the development of personal relationships with
professional traders who actively use our markets. We participate in a number
of domestic and international trade shows and seminars regarding futures and
options and other marketing events designed to inform market users about our
products. Through these relationships and programs, we attempt to determine the
needs of our customer base and we use this information in our product
development and product maintenance efforts.

   Our advertising strategy is based on both targeted direct contact and
cooperative venture advertising techniques. We utilize direct mail, electronic
mail and fax networking extensively. We also support CBOT product-specific
advertising by futures commission merchants, reimbursing up to 50% of their
costs for certain approved programs.

Competition

   We are currently one of the seven principal futures exchanges in the United
States, which include: the Chicago Mercantile Exchange, the Kansas City Board
of Trade, the Minneapolis Grain Exchange, the New York Board of Trade, the New
York Mercantile Exchange and the Philadelphia Board of Trade. According to data
provided by the Futures Industry Association, we are currently the third
largest futures exchange in the world based on contract volume for futures,
options on futures and equity index contracts.

   We face a variety of competitors and competing marketplaces and products. We
compete by offering market participants efficient, cost-effective and liquid
marketplaces for trade execution through both open outcry and electronic
trading systems, broadly disseminated and transparent market and quotation
data, access to market making, superior product design and innovative
technology. Additionally, we are continually enhancing our products and
providing additional efficiencies to our customers. We are committed to
improving the technology, services, market integrity and liquidity that will
continue to make us an industry leader.

   In addition to competition from futures exchanges that offer comparable
derivative products, we also face competition from other exchanges, from
electronic trading systems, from consortia of end users and futures commission
merchants and from technology firms. Other futures exchanges have trading
systems and financial market expertise that may lead them to consider listing
copies of our products. These potential competitors would still need to obtain
regulatory approval, establish market liquidity and develop derivative product
clearing services. For information concerning legislative changes that may make
it easier for potential competitors to enter our markets, see "--Regulation--
Changes in Existing Laws and Rules."

                                       97


   Electronic trading firms that currently specialize in the trading of equity
securities have electronic trade execution and routing systems that could be
used to trade products that compete with our products. In an industry where all
derivatives are traded electronically, the concept of an exchange, including
the services we provide and our sources of revenue, may change swiftly and
substantially. Increased development of the electronic trading markets could
increase substantially competition for some or all of the products and services
we currently provide. For more information, see "Risk Factors--Risks Relating
to Our Business--Intense Competition Could Materially Adversely Affect Our
Market Share and Financial Performance." Typically, while these firms have
advanced electronic and Internet technology, significant capitalization and
competitive pricing, we believe they lack the overall market liquidity and
neutrality offered by our electronic and open outcry trading systems. They also
currently lack the financial security and guarantees provided by a "AAA" rated
clearinghouse such as Board of Trade Clearing Corporation.

   Consortia owned by member firms and large market participants also may
become our competitors, particularly with respect to our Treasury futures and
options contracts. For instance, BrokerTec Global LLC, an electronic inter-
dealer fixed income broker, has a designation as a futures contract market from
the CFTC. Most of the members of BrokerTec Global are either clearing member
firms of the CBOT or affiliates of our clearing member firms, and are
significant participants in the Treasury market.

   Technology companies, market data and information vendors, and front end
software vendors also represent potential competitors because, as purveyors of
market data, these firms typically have substantial distribution capabilities.
As technology firms, they also have access to trading engines that can be
connected to their data and information networks. Additionally, technology and
software firms that develop trading systems, hardware and networks but who are
otherwise outside of the financial services industry may be attracted to enter
our markets.

Strategic Alliances, Acquisitions and Divestitures

   Due to increasing competitive pressures in the futures industry, we review
our competitive position on an ongoing basis and from time to time consider,
and engage in discussions with other parties regarding, various strategic
alliances, acquisitions and divestitures in order to continue to compete
effectively, improve our financial results, increase our business and allocate
its resources efficiently. It is also important for us to form strategic
partnerships, such as the recent alliance with Eurex, to bring together the
necessary expertise and resources to address competitive pressures and meet new
market demands.

Our Members

   We are currently owned by our members. Members and individuals who have
leased seats from members can execute trades for their own accounts or for the
accounts of customers of clearing member firms. The trades of members and
lessees of memberships for their own accounts qualify for lower fees in
recognition of the market liquidity that their trading activity provides.
Members and lessees also benefit from market information advantages that may
accrue from their proximity to trading activity on the trading floors.

   Currently, there are five classes of CBOT memberships:

  . Full;

  . Associate;

  . GIM (and one-half Associate Memberships, as described below);

  . IDEM; and

  . COM.

Each class of membership has different trading rights and privileges. All
membership applicants are reviewed and approved by us in accordance with
membership and eligibility requirements set forth in our rules and regulations.

                                       98


   Currently, memberships may be purchased or sold pursuant to transfer
mechanisms established by our rules and regulations. We currently expect that
these transfer mechanisms will be substantially the same with respect to the
CBOT subsidiary. We are currently evaluating appropriate transfer mechanisms
for CBOT Holdings, including, among other things, the retention of a third-
party transfer agent, in light of the status of CBOT Holdings as a for-profit,
stock corporation and the status of its common stock as securities after the
restructuring transactions.

Price Range for Memberships

   The following table contains, for the periods indicated, the high and low
sales prices of memberships of each of the five classes of membership in the
CBOT, reported in thousands.



                                   Full    Associate   GIM      IDEM      COM
                                 --------- --------- -------- -------- ---------
Calendar Year                    High Low  High Low  High Low High Low High Low
-------------                    ---- ---- ---- ---- ---- --- ---- --- ---- ----
                                              
1998
 First Quarter.................. $780 $714 $489 $434   *    * $90  $66 $147 $132
 Second Quarter.................  725  483  410  210 $80  $61  57   28  130   62
 Third Quarter..................  495  384  204  120   *    *  36   20   69   44
 Fourth Quarter.................  500  431  225  175   *    *  33   20   71   44

1999
 First Quarter..................  600  490  282  186 100   75  30   25   70   55
 Second Quarter.................  633  560  246  220   *    *  36   26   75   54
 Third Quarter..................  620  530  218  155   *    *  32   24   60   47
 Fourth Quarter.................  475  400  166  130   *    *  33   24   46   39

2000
 First Quarter..................  520  410  150  105  70   58  27   16   37   30
 Second Quarter.................  642  472  138   90  50   50  16    6   35   22
 Third Quarter..................  642  328  150   61  70   21  27    4   37   14
 Fourth Quarter.................  350  255   80   50  31   23  13   **   18   10

2001
 First Quarter..................  350  295   85   62  36   31   7    1   19   12
 Second Quarter.................  350  316   82   65  39   33   8    6   21   16
 Third Quarter..................  360  312  106   75  49   40  24   20   11    7

--------
*Indicates no sales in the quarter.
**Indicates a sale price of less than $1,000.
   Source: CBOT records.

 Individual Members

   Currently, our membership committee reviews applicants and conducts
proceedings to determine whether candidates meet our membership and eligibility
requirements. Additionally, registration or a temporary license to act as
either a floor broker or a floor trader must be granted by the National Futures
Association before an individual can begin trading on our trading floors. All
members must be guaranteed or qualified to trade by a clearing member before
they may personally execute a transaction on the CBOT's exchange facilities.

   Full Members. Our Full Members are entitled to execute trades in all futures
and options contracts listed on the CBOT. As of June 30, 2001, there were 1,402
Full Memberships.

   Associate Members. Our Associate Members are entitled to execute trades in
all futures and options contracts listed in the CBOT's Government Instruments
Market, Index, Debt and Energy Market and Commodity Options Market. As of June
30, 2001, there were 786 Associate Memberships.

                                       99


   GIMs/One-Half Associate Members. The holder of a GIM Membership is a member
entitled to execute trades in all futures contracts assigned to the market
category known as the "Government Instrument Market," which includes contracts
in certain U.S. government and agency securities, certain foreign government
securities and certain domestic certificates of deposit. We are currently
phasing out GIM Memberships by converting each GIM Membership into a one-half
Associate Membership upon the sale of such membership and permitting the
conversion of two one-half Associate Memberships into one Associate Membership.
Following completion of the restructuring transactions, two Series B-3, Class B
memberships in the CBOT subsidiary will be convertible into one Series B-2,
Class B membership in the CBOT subsidiary, which may result in fewer members
having the trading rights and privileges of GIMs and more members having the
trading rights and privileges of Associate Members. As of June 30, 2001, there
were 160 GIM Memberships and two one-half Associate Memberships.

   For purposes of the restructuring transactions, including for purposes of
determining the number of shares of common stock of CBOT Holdings and the
appropriate series of Class B membership in the CBOT subsidiary to be
distributed in connection with the restructuring transactions, all one-half
Associate Memberships shall be treated as GIM Memberships. In addition, we
sometimes in this document refer to one-half Associate Members as GIMs, as the
context requires.

   IDEMs. The holder of an IDEM Membership is a member entitled to execute
trades in all futures contracts assigned to the market category known as the
"Index, Debt and Energy Market," which includes contracts in certain stock and
bond indices, certain money market instruments and certain energy, i.e., crude
oil, a gasoline and heating oil, products. As of June 30, 2001, there were 642
IDEM Memberships.

   COMs. The holder of a COM Membership is a member entitled to execute trades
in all options contracts assigned to the market category known as the
"Commodity Options Market," which includes contracts in U.S. Treasury bond
futures options and all other options contacts listed for trading by the CBOT.
As of June 30, 2001, there were 643 COM Memberships.

 Clearing Members

   Under our rules, all CBOT contracts must be cleared through the Board of
Trade Clearing Corporation, or such other clearing entity as the CBOT board of
directors designates. Such contracts are subject to the bylaws of Board of
Trade Clearing Corporation, and our rules provide that it may not change its
bylaws without the consent of the CBOT board of directors. However, Board of
Trade Clearing Corporation has disputed this restriction and its governing
documents do not contain a similar restriction requiring the CBOT's approval
for changes to its bylaws. In addition, no person or organization may become a
stockholder of Board of Trade Clearing Corporation until approved by the CBOT.

   Board of Trade Clearing Corporation has informed us that it is the world's
largest fully independent futures and futures options clearinghouse and the
only futures and options clearinghouse that is rated "AAA" by Standard &
Poor's. On a daily basis, Board of Trade Clearing Corporation compares the data
that is submitted by its members, collects and disburses original and variation
or "mark-to-market" margin payments though a network of banks, and provides its
financial guarantee of performance for every trade that is accepted by it for
clearing. Since its inception in 1925, Board of Trade Clearing Corporation has
designed risk management policies and practices for the CBOT and its members.

   We do not currently have a written contract with the Board of Trade Clearing
Corporation that would obligate it to provide its clearing services to our
clearing members. We are currently considering negotiating a written contract
regarding clearing-related services with Board of Trade Clearing Corporation
prior to the completion of the restructuring transactions. However, we cannot
provide any assurances that we will determine to do so or, if we so determine,
that we will be successful in entering into such a written contract with Board
of Trade Clearing Corporation. Our unwillingness or inability to enter into a
written contract with Board of Trade Clearing Corporation, or some other entity
which would provide comparable clearing-related services to CBOT subsidiary,
could materially adversely affect our business.

                                      100


Other Business Relationships and Subsidiaries

   Ceres Trading Limited Partnership. The Ceres Trading Limited Partnership is
a Delaware limited partnership, which we formed in 1992 to initiate the
development of our electronic trading system. Ceres currently owns rights to
electronic trading of the CBOT's products, including on the a/c/e system. It
has entered into contractual arrangements with us for the provision of services
in connection with the operation of the system and the provision of related
support services. We currently charge Ceres the fair value for these services.
In addition, we have entered into an agreement with Ceres whereby we pay Ceres
a licensing fee to provide our members and delegates access to the a/c/e
system. This licensing fee is about equal to the exchange fees received by us
as a result of transactions executed on the a/c/e system.

   Our wholly owned subsidiary, eCBOT, is currently the general partner of
Ceres. In addition, as of June 30, 2001, Ceres had 3,619 owners of its Class A
limited partnership interests, of which there are four series, and 60 owners of
its Class B limited partnership interests. The following table indicates the
number of limited partnership interests held by the CBOT members as of June 30,
2001:

       Ceres Limited Partnership Interests By Individual Membership Class



                                Class A-1   Class A-2   Class A-3   Class A-4    Class B
                                 Limited     Limited     Limited     Limited     Limited
                               Partnership Partnership Partnership Partnership Partnership
      Membership Class          Interests   Interests   Interests   Interests   Interests
      ----------------         ----------- ----------- ----------- ----------- -----------
                                                                
      Full....................    1,389        --          --           --         --
      Associate...............      --         786         --           --         --
      GIM.....................      --         --          160          --         --
      IDEM....................      --         --          --           641        --
      COM.....................      --         --          --           643        --
      Clearing Member.........      --         --          --           --          60
                                  -----        ---         ---        -----        ---
        Total.................    1,389        786         160        1,284         60
                                  =====        ===         ===        =====        ===


Except for a nominal number of interests held by the eCBOT, Class A limited
partnership interests are generally held by individual CBOT members. Class B
limited partnership interests are held by CBOT clearing member firms.

   Ceres's wholly owned subsidiary, Ceres Alliance L.L.C., holds the CBOT's 50%
interest in CBOT/Eurex Alliance, L.L.C., a Delaware limited liability company.
The other member of CBOT/Eurex Alliance is Eurex Beteiligungen AG, a Swiss
company owned by Deutsche Borse AG and the Swiss Stock Exchange. CBOT/Eurex
Alliance does not presently employ its own staff, and operates with personnel
seconded to it by the CBOT and the Eurex Group. Generally, the voting rights,
percentage interests and profits of the CBOT/Eurex Alliance are shared equally
between its two members, the Ceres Alliance L.L.C. and Eurex Beteiligungen AG,
and its expenses are allocated among the members as incurred. The CBOT and the
Eurex Group have agreed to suspend cost-sharing arrangements for CBOT/Eurex
Alliance L.L.C.

                                      101


   The following chart illustrates the current structure of the CBOT/Eurex
Alliance:

                                    [CHART]

  [SWISS      [DEUTSCHE      [CBOT NON-   [CBOT
   STOCK   _    BORSE         CLEARING _ CLEARING
 EXCHANGE]       AG]          MEMBERS]   MEMBERS]

  [EUREX      [DEUTSCHE             [CBOT]
  ZURICH        BORSE                            [OTHER SUBSIDIARIES]
   AG]         SYSTEMS              [E-CBOT]
                 AG]

  [EUREX       [EUREX
 FRANKFURT  BETEILIGUNGEN        [CERES TRADING
   AG]           AG]                LIMITED
                                  PARTNERSHIP]
  [EUREX
 CLEARING                        [CERES ALLIANCE
   AG]                               LLC]

                     [CBOT/EUREX
                      ALLIANCE
                        LLC]


   As part of the restructuring transactions, we will reorganize our electronic
trading business, part of which is currently operated by Ceres. In order to
accomplish this reorganization, Ceres will be consolidated into the CBOT
subsidiary. Following the reorganization of our electronic trading business,
our eCBOT subsidiary will hold our interest in the CBOT/Eurex Alliance and the
a/c/e software.

   The following chart illustrates the anticipated structure of the CBOT/Eurex
Alliance following completion of the restructuring transactions:

                                    [CHART]

 [SWISS     [DEUTSCHE            [CBOT NON-  [CBOT
 STOCK        BORSE              CLEARING   CLEARING
EXCHANGE] -    AG]               MEMBERS] - MEMBERS]

 [EUREX     [DEUTSCHE                   [CBOT
 ZURICH       BORSE                    HOLDINGS]
  AG]        SYSTEMS
               AG]                      [CBOT]
                                                   [OTHER SUBSIDIARIES]
 [EUREX        [EUREX                  [E-CBOT]
FRANKFURT   BETEILIGUNGEN
  AG]            AG]               [CERES ALLIANCE
                                       LLC]
 [EUREX
CLEARING                [CBOT/EUREX
  AG]                    ALLIANCE
                           LLC]


   For more information regarding the reorganization of the electronic trading
business, see "The Restructuring Transactions--Description of the Restructuring
Transactions--Reorganization of Our Electronic Trading Business."

   MidAmerica Commodity Exchange. The MidAmerica Commodity Exchange, a wholly
owned subsidiary of the CBOT since 1986, is the designated contract market for
open outcry trading of smaller versions of certain

                                      102


futures and options on futures contracts currently traded at the CBOT, Chicago
Mercantile Exchange and the New York Mercantile Exchange. On June 12, 2001, the
CBOT's board approved a plan to to redesignate certain futures and options on
futures contracts currently traded as the MidAmerica Exchange as CBOT contracts
and to make such redesignated contracts available for electronic trading. We
currently expect this plan to be implemented prior to completion of the
restructuring transactions.

   Single-Stock Futures Joint Venture. The CBOT recently agreed to become a
minority interest holder in a joint venture formed by Chicago Board Options
Exchange and the Chicago Mercantile Exchange. The joint venture will be a for-
profit company that will facilitate the electronic trading of single-stock
futures.

Intellectual Property

   We regard our brand name and logos and substantial portions of our marketing
elements, products, market data, software and technology as proprietary, and we
attempt to protect these elements by relying on trademark, service mark,
copyright and trade secret laws, contracts, restrictions on disclosure and
other methods. For example, with respect to trademarks, we currently have
registered marks in more than 15 countries.

   We are undertaking a review of our intellectual property to identify
property and methods of doing business which should be protected, as well as
the extent of current protection for that property and the availability of
additional protection. We believe that our various trade and service marks have
been registered where needed. Recent legal developments allowing patent
protection for methods of doing business hold the possibility of additional
protection, which we are examining.

Employees

   As of June 30, 2001, we had 700 full-time employees and 20 part-time
employees. These numbers do not include 53 full-time employees of C-B-T
Corporation, our subsidiary engaged in managing our properties, which operates
the CBOT building located at 141 West Jackson Boulevard.

   We consider our relations with our employees to be good. Forty-three of the
53 C-B-T Corporation employees are represented by one of the following unions:

  . Chicago & North East Illinois District Council of Carpenters;

  . United Brotherhood of Carpenters & Joiners of America;

  . International Union of Operating Engineers Local 399, AFL-CIO; and

  . Local 73, General Service Employees Union, SEIU, AFL-CIO.

   On September 21, 2001, we reduced our staffing by eliminating 51 positions.

Facilities

   Our principal executive offices are located at 141 West Jackson Boulevard,
Chicago, Illinois 60604. Our telephone number is (312) 435-3500.

   We own the three buildings located at the property at 141 West Jackson
Boulevard, which consists of a total of about 1,523,077 square feet. We occupy
about 406,795 square feet of office, trading floor and support space. We lease
the remaining space in this building to third parties. The trading area has
state-of-the-art wallboard price display systems, order routing and
communications systems.

   In addition, we lease 2,053 square feet of office space at 1455 Pennsylvania
N.W. in Washington, D.C. This space houses our government relations operations.
The current lease on the Washington office space expired on January 31, 2001
and is currently being renewed on a month-to-month basis. We currently expect
that this lease will be renegotiated on terms satisfactory to us.

   We lease 1,800 square feet of office space at 52-54 Gracechurch Street in
London, England, which is used by our European marketing staff. The current
lease on the London office expires on June 2004.

   We believe that our facilities are adequate for our current operations and
that additional space can be obtained if needed.

                                      103


Regulation

 Regulation of the U.S. Futures Exchange Industry

   Our operations are subject to extensive regulation by the Commodity Futures
Trading Commission under the Commodity Exchange Act. The Commodity Exchange Act
generally requires that futures trading in commodities be conducted on a
commodity exchange designated as a contract market by the CFTC. That act
establishes non-financial criteria for an exchange to be designated to list
futures and options contracts. Designation as a contract market for the trading
of a specified futures contract is non-exclusive. This means that the CFTC may
designate additional exchanges as contract markets for trading the same or
similar contracts. For information regarding the CFTC approvals required as a
condition to our obligation to complete the restructuring transactions, see
"The Restructuring Transactions--Regulatory Matters."

   We are a self-regulatory organization that is subject to the oversight of
the CFTC. In order to guard against default risk with respect to contracts
traded on the CBOT, we have instituted detailed risk management policies and
procedures. To manage the risk of financial non-performance, we have
established minimum capital requirements for all futures commission merchant
member firms. In addition we operate and maintain systems to:

  . ensure that futures commission merchant members maintain capital in
    excess of the risk based capital requirement adopted by the Board to
    Trade Clearing Corporation;

  . require that all clearing futures commission merchant member firms
    electronically file a financial statement each month. All other futures
    commission merchant members must electronically file quarterly financial
    statements. Firms are placed on additional reporting, i.e., daily, weekly
    or monthly reporting, when necessary;

  . analyze futures commission merchant member firms financial statements
    with a state-of-the computer system designed to immediately detect
    financial violations and unfavorable financial trends;

  . require that all futures commission merchant member firms collect initial
    and variation margin from their customers;

  . on a daily basis, collect large trader information to determine those
    firms which may have increased financial exposure and, whenever
    necessary, the CBOT will contact firms to ensure financial compliance;

  . during volatile market conditions, simulate the effect of market moves on
    large trader positions in order to identify those firms that have
    increased risk exposure; and

  . exercise broad disciplinary authority over member firms including the
    ability to issue fines in the case of serious rule violations, and in the
    case of a financially distressed firm, we may take various emergency
    actions to protect customers, other member firms and the CBOT.

We also have surveillance and compliance operations and procedures to monitor
and enforce compliance with rules pertaining to the trading, position sizes,
delivery obligations and financial condition of members.

 Changes in Existing Laws and Rules

   Additional legislation or regulation, or changes in existing laws and rules
or their interpretation, may directly affect our mode of operation and our
profitability. Congress has recently adopted amendments to the Commodity
Exchange Act that will reduce the cost and burdens of listing new contracts for
trading. The CFTC has adopted rules to implement those changes. Other
amendments to the Commodity Exchange Act have been adopted by Congress that
might be less favorable to our business. The regulations under which we have
operated since 1974 have been changed in a manner that will permit unregulated
competitors and competitors in other regulated industries to attempt to trade
our products in their own trading facilities without the same regulatory costs
we bear.

                                      104


   The Commodity Exchange Act generally requires all futures contracts to be
executed on an exchange that has been approved by the CFTC. For many years, the
exchange trading requirement was modified by CFTC regulations to permit
privately negotiated swap contracts to be transacted in the over-the-counter
market. The CFTC exemption, under which the over-the-counter derivative market
operated, precluded the over-the-counter market from using exchange-like
electronic transaction systems and clearing unless specific permission,
including the imposition of specific conditions, was granted by the CFTC. These
limitations on the exemptions granted to the over-the-counter market were
called into question by a November 1999 report of the President's Working Group
on Financial Markets, which is made up of the Treasury Secretary, the Chairmen
of the SEC, the CFTC and the Board of Governors of the Federal Reserve System.

   The working group advocated a complete exemption from the Commodity Exchange
Act for some principal-to-principal derivative exchanges that provide
electronic trade execution services comparable to those performed by us. The
customers who may access those exempt exchanges are also significant customers
of regulated exchanges like ours. The working group recommended equivalent
treatment for the existing electronic markets operated by regulated exchanges
or their affiliates and further recommended legislation that would permit CFTC-
regulated clearing organizations to clear futures, options on futures contracts
and OTC derivatives that are not securities or securities options. In contrast,
the working group recommended permitting banks and SEC-regulated clearing
organizations to clear financial derivative contracts, as well as equities,
government securities, repurchase and reverse repurchase agreements and other
instruments. Finally, the working group recommended permitting banks and
broker-dealers, and their affiliates, to operate currency futures markets for
retail customers without being subject to regulation under the Commodity
Exchange Act. All of the working group proposals, if adopted, would likely
increase the number and quality of competitors who provide execution and
clearing services for standardized derivative contracts.

   In February 2000, the CFTC staff released a report advocating the passage of
broad regulatory exemptions to create a regulatory environment that would
permit the futures industry to accommodate itself to real world competitive
conditions. Its goal is regulation by oversight rather than prescription. The
degree of regulation proposed is directly related to the characteristics of the
product and the type of customer that has direct or indirect access to the
market, with retail customer markets being subject to greater regulation. The
CFTC's proposal would treat open outcry markets and electronic trading market
in the same way.

   During 2000, Congress considered legislation to implement the suggestions of
the working group and the CFTC. On October 19, 2000, the U.S. House of
Representatives passed that legislation in a bill numbered H.R. 4541, by a vote
of 377 to 4. Further amendments were made to that bill and, as amended, it was
reintroduced in the House of Representatives as H.R. 5660 on December 14, 2000.
The U.S. House of Representatives and Senate each passed H.R. 5660 on December
15, 2000. It was signed into law by President William J. Clinton on December
21, 2000 as the Commodity Futures Modernization Act of 2000.

   The Commodity Futures Modernization Act provides a series of exclusions from
the Commodity Exchange Act that would allow our competitors to trade futures
contracts identical to the ones that we offer without any form of regulation or
oversight by the CFTC under certain circumstances. Generally those exclusions
are available to markets limited to financial products traded among
institutions, whether traded electronically or not. We too could comply with
those exclusions and operate markets that are outside CFTC jurisdiction. If we
chose to remain subject to CFTC jurisdiction, the Commodity Futures
Modernization Act replaces the current rigid and rigorous statutory
requirements exchanges now face with flexible core principles that exchanges--
called contract markets or derivatives transaction execution facilities--would
need to satisfy subject to CFTC oversight. In addition, if we elect to trade
our non-agricultural contracts on the derivatives transaction execution
facility platform, banks and broker-dealers would become qualified to act as a
sales force for our contracts, thus expanding our sales force substantially.
Finally, the Commodity Futures Modernization Act lifts the current ban on
trading in single-stock futures subject to the coordinated oversight of the
CFTC and SEC, providing U.S. futures exchanges with the opportunity to compete
for this new market.

                                      105


   The Commodity Futures Modernization Act's new regulatory framework for
exchanges could reduce our regulatory costs and enhance our ability to deliver
cost-effective services to our customers. The new framework will also make it
easier for others to compete with us at lower regulatory cost. Thus, the
regulatory framework may provide greater regulatory advantages for some of our
competitors than it does for us.

Legal Proceedings

   From time to time, we are involved in legal proceedings and litigation
arising in the ordinary course of business. As of the date of this document,
except as described below, we are not a party to any litigation or other legal
proceeding that, in our opinion, could have a material adverse effect on our
business, operating results or financial condition.

   Minority Member Litigation. On August 11, 2000, eight Associate Members,
GIMs, IDEMs and COMs filed a complaint, on behalf of themselves and seeking to
represent a class of all Associate Members, GIMs, IDEMs and COMs, with the
Circuit Court of Cook County, Illinois. The complaint names as defendants five
persons holding Full Memberships owned by corporations with multiple Full
Memberships in the CBOT and seeks a defendant class of all Full Members.

   The complaint alleges that the allocation developed by our Independent
Allocation Committee is unfair and the allocation methodology used by the
Independent Allocation Committee improperly weights members' voting and
liquidation rights as well as the historical distribution of market values of
memberships. The plaintiffs seek a declaratory judgment that the allocation is
unfair to Associate Members, GIMs, IDEMs and COMs, and that the vote of Full
Members in favor of the allocation in connection with the restructuring
transactions would constitute a breach of fiduciary duties allegedly owed by
Full Members to Associate Members, GIMs, IDEMs and COMs. The complaint requests
that the court enjoin Full Members from voting in favor of the allocation and
declare a fair and equitable allocation of shares pursuant to the restructuring
transactions. The CBOT has assumed the defense of the Full Members named as
defendants in the complaint.

   On January 9, 2001, the defendants moved to dismiss the case on the grounds
that the complaint did not sufficiently allege that the defendants would breach
any fiduciary duties to Associate Members, GIMs, IDEMs and COMs by voting in
favor of the restructuring. On January 25, 2001, the circuit court denied
defendants' motions to dismiss without ruling on the merits of the dispute,
including whether Full Members owe fiduciary duties to plaintiffs or whether
the allocation is actually unfair. On February 6, 2001, a motion to compel
arbitration under the CBOT rules and regulations, which provide for arbitration
of disputes between members at the CBOT, and to stay the proceedings in
Illinois court was filed on behalf of individual defendant Steinborn. On
February 8, 2001, a similar motion to compel arbitration and stay proceedings
was filed on behalf of the additional individual defendants. On March 23, 2001,
the circuit court granted the defendants' motions to compel arbitration and
stay proceedings. On April 20, 2001, the plaintiffs filed an appeal of the
circuit court's order granting the defendant's motion to compel arbitration. To
date, the Illinois Appellate Court has not decided the appeal.

   We have met with counsel for the plaintiffs to discuss settlement of this
proceeding. To date, no agreement with respect to settlement of this matter has
been reached and we cannot provide any assurance that any settlement will ever
be reached.

   Although we believe that the plaintiffs' position is without merit, we
cannot provide any assurances as to the outcome of the arbitration or that the
plaintiffs will not succeed in preventing or delaying the vote which is the
subject of this proxy solicitation or in altering the proposed allocation of
equity in the restructuring transactions. Additionally, we cannot assure you
that the plaintiffs will not attempt to pursue other remedies, such as damages,
in the event that the restructuring transactions are completed on the terms
proposed in this document. For more information, see "Risk Factors--Risks
Relating to the Restructuring Transactions--Certain Members Have Filed a
Complaint in Illinois State Court Challenging the Proposed Allocation of Equity
in the CBOT" and "--The Allocation of the Equity in CBOT Holdings Contains an
Element of Uncertainty."

                                      106


   Chicago Board Options Exchange Dispute. Since 1972, when we created the
Chicago Board Options Exchange, our Full Members have had a legal right to
become members of that exchange without having to purchase a membership
pursuant to the exercise right. Over the last year or more, the Chicago Board
Options Exchange has stated publicly its view that, if consummated, the
restructuring transactions would extinguish the exercise right under certain
circumstances.

   In response, on June 30, 2000, we filed a complaint against the Chicago
Board Options Exchange seeking declaratory and injunctive relief with respect
to our Delaware reincorporation. Specifically, we sought a declaration that
becoming a Delaware not-for-profit corporation would not violate a 1992
agreement between the parties or serve to extinguish the exercise right of our
Full Members. On August 3, 2000, after the Chicago Board Options Exchange
agreed in court that it would take no action to extinguish or limit the
exercise right based solely on the reincorporation of the CBOT in Delaware, the
court dismissed the CBOT's complaint. On August 30, 2000, the Chicago Board
Options Exchange filed a proposed rule change with the Securities and Exchange
Commission consisting of a proposed interpretation of the exercise right. On
October 10, 2000, the Chicago Board Options Exchange filed an amendment to its
proposed rule change and interpretation and sought SEC approval of its
position. In its filing, the Chicago Board Options Exchange stated that the
exercise right would be terminated:

  .  for any Full Member, if that Full Member sells or otherwise transfers
     any of the stock and other interests received as a result of completing
     the restructuring transactions in exchange for his or her Full
     Membership;

  .  for all Full Members, if the CBOT by expanding electronic trading on the
     a/c/e system or otherwise, allows non-members to trade directly on the
     CBOT on the same basis as members; or

  .  for all Full Members, if CBOT members who exercise their right to become
     members of the Chicago Board Options Exchange are able to trade all of
     the CBOT's products and the Chicago Board Options Exchange's products
     simultaneously.

   On October 17, 2000, the CBOT filed a second complaint seeking a declaration
that the restructuring transactions would not extinguish the exercise right and
an injunction prohibiting the Chicago Board Options Exchange from taking any
action to the contrary. On January 19, 2001, the Illinois Circuit Court
dismissed Count I of our complaint for failure to sufficiently allege breach of
the 1992 agreement by the Chicago Board Options Exchange and for failure to
allege damages. The court also dismissed Count II of the complaint as preempted
by federal law, holding that this matter should be resolved in the first
instance by the SEC. The court's ruling did not address the merits of the
dispute, including whether or not the Chicago Board Options Exchange's position
breaches the 1992 agreement. Under this ruling, the SEC would have been free to
determine whether the Chicago Board Options Exchange could take the actions
described above with respect to the exercise right in connection with its
proposed rule change and interpretation filed with the SEC. In response, on
February 16, 2001, the CBOT filed an amended complaint, seeking a declaration
by the court that the Chicago Board Options Exchange breached the 1992
agreement by adopting its proposed rule change and submitting it to the SEC for
approval without the written consent of the CBOT. In addition, the CBOT sought
an injunction prohibiting the Chicago Board Options Exchange from attempting to
amend or modify its Rule 3.16(b), relating to the exercise right, adopted
pursuant to the 1992 agreement, without our written consent, in violation of
its obligations' under the 1992 agreement. Finally, the CBOT sought a
declaration that certain elements of its proposed restructuring comply with the
CBOT's obligations under the 1992 agreement.

   On November 17, 2000, the SEC requested public comment on the Chicago Board
Options Exchange's proposed rule change. On December 11, 2000 we filed a
comment letter with the SEC challenging the legal validity of the proposed rule
change and urging the SEC not to approve it. On February 12, 2001, we filed a
supplementary comment letter with the SEC summarizing the proposed
restructuring transactions and notifying the SEC of developments at the
Illinois Circuit Court.

                                      107


   On February 26, 2001, the Chicago Board Options Exchange filed with the SEC
a letter in support of its proposed rule change and in response to our filed
opposition to that proposed rule change. The Chicago Board Option Exchange's
letter took the position that after the restructuring transactions the CBOT
will not be a membership corporation and therefore will not satisfy one of the
conditions for retention of the exercise right under the 1992 agreement. The
Chicago Board Options Exchange further claimed that the a/c/e system gives our
members who exercise the right to become Chicago Board Options Exchange members
the ability to trade on the Chicago Board Options Exchange trading floor and
through the CBOT at the same time, activity that the Chicago Board Options
Exchange claimed is incompatible with the exercise right. The Chicago Board
Options Exchange also claimed that the exercise right may be terminated after
completion of the restructuring transactions because certain non-trading
rights, including voting rights, of the current Full Members of the CBOT will
change in connection with the completion of the restructuring transactions.

   In March 2001, representatives of the CBOT initiated discussions with
representatives of the Chicago Board Options Exchange to arrange for a
settlement of this dispute. On March 28, 2001, we entered into an agreement
with the Chicago Board Options Exchange for the purpose of facilitating our
discussions regarding possible settlement of this dispute. Pursuant to this
agreement, the Chicago Board Options Exchange agreed to request that the SEC
refrain from approving the Chicago Board Option Exchange's filing with the SEC
(File No. SR-CBOE-00-44) and the CBOT has agreed not to seek to have the
registration statement of which this document forms a part declared effective
by the SEC, in each case so long as such agreement remains in effect. In
addition, we agreed with the Chicago Board Options Exchange that each party
would file one or more joint requests for an extension of time such that the
Chicago Board Options Exchange's answer or response to the CBOT's amended
complaint in Illinois Circuit Court would not be due any sooner than 14 days
after the termination of the agreement. This agreement remained in effect
through August 1, 2001.

   On August 7, 2001, the CBOT entered into an agreement with the Chicago Board
Options Exchange for the stated purpose of resolving the dispute between the
parties regarding the exercise right within the context of the restructuring
transactions and electronic trading generally at the CBOT. Among other things,
the CBOT and the Chicago Board Options Exchange agreed:

  .  that in order to exercise to become a member at the Chicago Board
     Options Exchange, an individual must be the owner (or delegate of such
     owner) of (A) 25,000 shares of Class A common stock of the previously
     contemplated stock, for-profit CBOT, subject to certain anti-dilution
     adjustments, (B) one share of Series B-1, Class B common stock of the
     previously contemplated stock, for-profit CBOT and (C) one instrument to
     be issued to the 1,402 Full Members, which represents the exercise
     right;

  .  that the CBOT has created and will maintain various incentives to
     promote the continued value of CBOT membership, including meaningful
     member and delegate fee preferences (applicable to the floor and
     electronic trading platform) and pit closing provisions, in each case as
     described in this document;

  .  to submit any questions that may subsequently arise as to the continued
     meaningfulness of the preferences and incentives described above to
     binding arbitration in accordance with the terms of the August 7, 2001
     agreement;

  .  that if a Full Member of the CBOT delegates his or her membership rights
     to an individual who exercises and becomes a member of the Chicago Board
     Options Exchange, such Full Member will relinquish all member trading
     rights at both the CBOT and Chicago Board Options Exchange and may trade
     only as a customer at customer rates at the CBOT unless that Full Member
     owns another CBOT membership which entitles that member to member
     trading rights and transaction rates;

  .  that delegates of Full Members of the CBOT who have exercised their
     right to trade at the Chicago Board Options Exchange may trade on the
     CBOT's electronic trading platform only at customer rates; and

  .  that if a Full Member of the CBOT is present on the trading floor of the
     Chicago Board Options Exchange or is logged on to the Chicago Board
     Options Exchange electronic trading platform at the time an order is
     entered or altered on the CBOT's electronic trading platform by or on
     behalf of such

                                      108


   member, then such member will be charged CBOT customer rates for trades
   resulting from the execution of such order.

   In addition, the CBOT agreed to file a notice of voluntary dismissal of its
litigation in the Illinois Circuit Court relating to the exercise right, which
was filed on August 17, 2001. The Chicago Board Options Exchange agreed that it
will take no action to amend, modify or otherwise limit, or terminate or cause
to expire, whether by interpretation or otherwise, the exercise right as a
result of the completion of the restructuring transactions, except as
contemplated in the settlement agreement.

   In addition, the Chicago Board Options Exchange agreed to withdraw and
terminate its proposed rulemaking request, which was done on August 13, 2001.

   The August 7, 2001 agreement states that it is subject to a number of
conditions, including, among other things:

  .  the agreement must be filed with and approved by the SEC;

  .  the agreement must be approved by the membership of the Chicago Board
     Options Exchange;

  .  the registration statement of which this document is part must be
     declared effective by the SEC;

  .  the Chicago Board Options Exchange must consent to any amendment to the
     registration statement of which this document is part;

  .  the restructuring transactions must be approved by the membership of the
     CBOT; and

  .  the CBOT must receive a favorable ruling from the IRS and any required
     approvals by the Commodity Futures Trading Commission.

   On October 24, 2001, the CBOT, CBOT Holdings and the Chicago Board Options
Exchange entered into a letter agreement that, among other things, specified
the terms and conditions under which the August 7, 2001 agreement will apply
upon completion of the restructuring transactions as revised to provide for the
holding company structure. In addition, among other things, the parties agreed
that for purposes of the August 7, 2001 agreement:

  .  the common stock of CBOT Holdings would correspond to the "Class A
     Common Stock" referred to in the August 7, 2001 agreement;

  .  the Series B-1, B-2, B-3, B-4 and B-5, Class B memberships in the CBOT
     subsidiary would correspond to the "Class B Common Stock" or applicable
     series thereof referred to in the August 7, 2001 agreement; and

  .  the Class C memberships in the CBOT subsidiary would correspond to the
     "Exercise Coupon" referred to in the August 7, 2001 agreement.

   In a related action, on August 30, 2001, 10 members of the Chicago Board
Options Exchange filed a motion for a temporary restraining order and
preliminary injunction against the Chicago Board Options Exchange and the CBOT,
alleging that the then pending Chicago Board Options Exchange membership vote
on the settlement agreement between the CBOT and the Chicago Board Options
Exchange would breach the 1992 agreement, which includes as a recital article
fifth (b) of the certificate of incorporation of the Chicago Board Options
Exchange. According to plaintiffs, article fifth (b) and the 1992 agreement
require approval of the August 7, 2001 agreement by 80% of members of the
Chicago Board Options Exchange and 80% of CBOT members or their delegates who
have become members of the Chicago Board Options Exchange pursuant to the
exercise right. Plaintiffs asked the court to enjoin approval of the settlement
agreement by members of the Chicago Board Options Exchange and to enjoin the
CBOT and the Chicago Board Options Exchange from enacting the provisions of the
settlement agreement. Both the CBOT and the Chicago Board Options Exchange
filed motions to dismiss, which were granted by the court on September 17,
2001.

                                      109


   Notwithstanding entry into the August 7, 2001 agreement and related letter
agreement, we cannot assure you that the Chicago Board Options Exchange will
not take other actions in the future to challenge or interfere with the
exercise right or that it will not otherwise be successful in terminating the
exercise right or preventing Full Members from exercising such right in the
future. For more information about these risks, see "Risk Factors--Risks
Relating to the Restructuring Transactions--The "Exercise Right' Could be
Subject to Further Challenge by the Chicago Board Options Exchange."

   You are being asked to ratify the August 7, 2001 agreement entered into by
the CBOT and the Chicago Board Options Exchange. We have included as Appendix
E-1 and E-2 to this document a copy of the August 7, 2001 agreement and related
letter agreement, respectively. We urge you to review carefully both agreements
before voting on the restructuring transactions.

   Patent Rights Litigation. On May 5, 1999, the CBOT, the Chicago Mercantile
Exchange, the New York Mercantile Exchange and Cantor Fitzgerald, L.P., were
sued by Electronic Trading Systems, Inc. in the United States District Court
for the Northern District of Texas (Dallas Division) for alleged infringement
of Wagner United States patent 4,903,201, entitled "Automated Futures Trade
Exchange." On February 1, 2001, the complaint was amended to allege that CBOT
infringed the patent by operating Project A, which we decommissioned in August
2000, as well as the a/c/e system. The district court has recently denied our
motion to dismiss for lack of personal jurisdiction and our motion to transfer
the case to the Northern District of Illinois. On April 16, 2001, we asserted a
right to be indemnified with respect to this litigation by Eurex Frankfurt AG
in connection with its provision of market supervision services. Eurex has
disputed that obligation. On April 25, 2001, we were advised that an interest
in the patent had been transferred to eSpeed, Inc. On July 5, 2001, the court
allowed eSpeed to join the case as a plaintiff. On October 12, 2001, the court
issued an order interpreting the asserted claims of the Wagner patent.


   Soybean Antitrust Litigation. On November 14, 1989, plaintiff Sanner brought
suit against us. This case is pending in federal court in the Northern District
of Illinois, Eastern Division. The one remaining count in this case is an
antitrust claim for monetary damages brought on behalf of a class of soybean
farmers alleging a conspiracy to fix the price of cash soybeans. The claim is
based on an emergency order promulgated by our board of directors in connection
with the July 1989 soybean futures contract. The other defendants in this suit
are certain individuals alleged to have been involved in recommending or
implementing the emergency order. All of the other claims brought in
plaintiff's original complaint, which was filed in 1989, have been dismissed.

   The court certified the Sanner case as a class action, but a motion for
reconsideration of this decision is pending. The court denied our motion for
summary judgment but without prejudice to reassert a motion for summary
judgment on the issues of market power and antitrust injury. In September 2001,
the Court issued a ruling with respect to defendants' motion to strike the
testimony of plaintiffs' only expert, Professor Jeffrey Williams. Professor
Williams had opined, among other things, that the July 11, 1989 Emergency Order
had adversely impacted the cash soybean markets from July 12, 1989 through the
month of October 1989. The Court, however, limited such testimony to no later
than the month of July 1989 (if not the expiration of the July soybean futures
contract on July 20, 1989). Fact and expert discovery has been completed. No
trial date has been set by the court.

                                      110


                     MANAGEMENT AND EXECUTIVE COMPENSATION

Directors and Executive Officers

   The board of directors currently consists of 18 directors, including:

  . the chairman of the board;

  . the vice chairman of the board;

  . nine elected directors who are Full Members and of whom at least two are
    nonresident;

  . four non-member directors nominated and approved by the board of
    directors;

  . two elected directors who are Associate Members; and

  . the president and chief executive officer, who serves as a non-voting
    member of the board.

Currently, there is one vacant non-member directorship.

   On October 16, 2001, our board of directors approved and adopted amendments
to our certificate of incorporation and bylaws, which, if approved by our
members, would authorize our board of directors to delay the next annual
election, which is currently scheduled for December 2001, until no later than
March 31, 2002, reduce the size of our board of directors from 18 members to
nine members at the first annual election following timely approval of the
restructuring transactions by our members, clarify our board of directors'
discretion as to the timing of its regular meetings and make certain other
conforming changes. A special meeting of the members for the purpose of voting
on such amendments has been scheduled for October 31, 2001. If our members
approve such amendments and separately approve the restructuring transactions
in a timely manner, our board of directors will be reduced in size from 18
directors to nine directors in connection with the next annual election, which
will be held as soon as reasonably practicable following membership approval of
the restructuring transactions, but in no event later than March 31, 2002. At
such annual election, our members will elect eight new directors to serve on
the nine-member board of directors with the then current chairman of the board
continuing to serve in such capacity as the ninth member of such board. Upon
completion of the restructuring transactions, the new directors elected to
serve on the nine-member board of directors will continue to serve on the
boards of directors of both CBOT Holdings and the CBOT subsidiary until the
next annual meeting of each such corporation.

   If the amendments to our certificate of incorporation and bylaws are not
approved by our members or the membership vote on the restructuring
transactions does not occur in a timely manner, and, as a result, the size of
our board of directors is not reduced from 18 directors to nine directors prior
to the completion of the restructuring transactions, the certificate of
incorporation and bylaws of CBOT Holdings will provide that the then current
18-member board of directors will continue as the boards of directors of CBOT
Holdings and the CBOT subsidiary immediately following completion of the
restructuring transactions. The size of the board of directors of CBOT Holdings
will thereafter be reduced to nine directors in connection with a special
meeting of stockholders, to be held as soon as reasonably practicable following
completion of the restructuring transactions. At such special meeting, the
stockholders will elect eight new directors to serve on the nine-member board
of directors with the then current chairman of the board continuing to serve in
such capacity as the ninth member of such board. In connection with the
election of directors to the new nine-member board of directors of CBOT
Holdings, it is anticipated that CBOT Holdings, as the sole Class A member of
the CBOT subsidiary, will elect each of the newly-elected directors serving on
the nine-member board of directors of CBOT Holdings as directors of the CBOT
subsidiary. Each director of CBOT Holdings and the CBOT subsidiary will be
elected to serve as a director until the next annual meeting of each such
corporation and will not be subject to term limits.

   In order to ensure that the board of directors of CBOT Holdings is generally
identical in size and composition to the board of directors of the CBOT
subsidiary, it will be a qualification for service as a director of the CBOT
subsidiary that such director also serve on the board of directors of CBOT
Holdings. The nine-member boards of directors of CBOT Holdings and the CBOT
subsidiary will each consist of:

  . the chairman of the board;

  . five directors who are Class B members of the CBOT subsidiary;

                                      111


  . two directors who are "independent" within the meaning of the certificate
    of incorporation and bylaws of CBOT Holdings; and

  . one director who is "at-large," or generally not subject to
    qualifications.

We currently expect that the president and chief executive officer of CBOT
Holdings will be nominated for election as the at-large director.

   Set forth below are the names, ages and positions of the persons currently
serving as directors and executive officers of each of CBOT Holdings and the
CBOT. As described above, immediately following completion of the restructuring
transactions, the boards of directors of CBOT Holdings and the CBOT subsidiary
will consist of the members of the board of directors of the CBOT immediately
prior to completion of the restructuring transactions. We currently expect
that, subject to resignation or removal, the current executive officers of each
of CBOT Holdings and the CBOT will continue to serve as executive officers of
CBOT Holdings and the CBOT subsidiary, respectively, immediately following
completion of the restructuring transactions; however we can provide no
assurances in this regard.

                                 CBOT Holdings



           Name           Age               Positions Held
           ----           ---               --------------
                        
   David J. Vitale         54 President and Chief Executive Officer and
                               Director
   Carol A. Burke          50 Executive Vice President and General
                               Counsel
   Bernard W. Dan          40 Executive Vice President
   William M. Farrow III   46 Executive Vice President
   Glen M. Johnson         53 Senior Vice President and Chief Financial
                               Officer
   Nicholas J. Neubauer    55 Chairman of the Board of Directors


                                      CBOT



           Name           Age               Positions Held
           ----           ---               --------------
                        
   David J. Vitale         54 President and Chief Executive Officer
   Carol A. Burke          50 Executive Vice President and General
                               Counsel
   Bernard W. Dan          40 Executive Vice President
   William M. Farrow III   46 Executive Vice President
   Glen M. Johnson         53 Senior Vice President and Chief Financial
                               Officer
   Philip P. Hannigan      62 Senior Vice President, Real Estate
                               Operations
   Bryan T. Durkin         41 Senior Vice President Open Outcry
   Celesta S. Jurkovich    55 Senior Vice President, Government Relations
   Mary McDonnell          46 Senior Vice President, Screen Based Trading
   Nickolas J. Neubauer    55 Chairman of the Board of Directors
   Charles P. Carey        48 Vice Chairman
   Raymond Cahnman         55 Director
   James E. Cashman        48 Director
   Mark E. Cermak          49 Director
   Robert F. Corvino       44 Director
   James F. Curley         56 Director
   Andrew J. Filipowski    51 Director
   Douglas M. Kurzydlo     47 Director
   Veda Kaufman Levin      54 Director
   James P. McMillin       42 Director
   Joseph Niciforo         41 Director
   James R. Thompson       65 Director
   J. Andrew Wallace       40 Director
   Michael D. Walter       52 Director
   Ralph H. Weems          69 Director


                                      112


   Set forth below is a description of the backgrounds of the persons named in
the tables above.

   David J. Vitale has served as President and Chief Executive Officer since
February 2001. Prior to joining the CBOT, Mr. Vitale served as a director and
Vice Chairman of Bank One Corporation from October 1998 until November 1999 and
as a director and Vice Chairman of First Chicago NBD Corporation from October
1995 until the merger of Bank One Corporation and First Chicago NBD Corporation
in October 1998. Prior to that time, he served in a number of different
capacities with First Chicago Corporation and The First National Bank of
Chicago.

   Carol A. Burke has served as Executive Vice President and General Counsel
since February 1995 and Senior Vice President and General Counsel since April
1994. Prior to that time, Ms. Burke held other positions in the President's
office and the Legal Department of the CBOT.

   Bernard W. Dan has served as an Executive Vice President since July 2001.
From 1995 until July 2001, Mr. Dan worked in a number of different senior
capacities for Cargill Investor Services Inc. and its affiliates, including,
Asia Pacific Regional Head, Head of Global Execution and, most recently,
President.

   William M. Farrow III has served as an Executive Vice President since July
2001. From 1996 until July 2001, Mr. Farrow served as Senior Vice President for
Bank One Corp. As Senior Vice President his responsibilities included
eCommerce/eBusiness management, technology sales management and technology
platform development and conversion.

   Glen M. Johnson has served as our Senior Vice President and Chief Financial
Officer since February 1995. From December 1982 to February 1995, he was Vice
President and Treasurer of the CBOT.

   Philip F. Hannigan has served as Senior Vice President, Real Estate
Operations since February 1995. From May 1984 to February 1995, he served as
Vice President, Real Estate Operations.

   Bryan T. Durkin has served as Senior Vice President, Open Outcry since June
2001. Prior to that, Mr. Durkin served as Senior Vice President and
Administrator, Office of Investigations & Audits and Order Routing from
February 2000 to June 2001. From December 1999 to February 2000, Mr. Durkin
served as Senior Vice President, Office of Investigations & Audits. From
December 1993 through December 1999, he served as Vice President & Deputy
Administrator, Office of Investigations & Audits.

   Celesta S. Jurkovich has served as Senior Vice President, Government
Relations of the CBOT since February 1995. Prior to that time, she served as
Vice President, Government Relations.

   Mary McDonnell has served as Senior Vice President, Screen Based Trading of
the CBOT since June 2001. From July 2000 to June 2001, Ms. McDonnell served as
Vice President, CBOT/Eurex Alliance. Prior to joining the CBOT in May 2000 as
Project Manager and Managing Director of the CBOT/Eurex Alliance, Ms. McDonnell
served as the Executive Vice President of the Bermuda Commodities Exchange from
1997 through 1999 where her responsibilities included the development,
implementation and operation of the first Internet-based electronic futures
exchange. From 1979 through 1996, Ms. McDonnell served as the Chief Financial
and Operating Officer of Griffin Trading, a global futures clearing firm, as
well as President of Griffin Asset Management Int'l. Ltd., an asset allocation
firm in the futures industry.

   Nickolas J. Neubauer has served as Chairman of the CBOT since January 2001.
He has been an independent trader on the CBOT since February 1978. He is the
President of Sano Corporation, an Arizona real estate corporation that he
founded in 1991. He owns two Full Memberships in the CBOT and one CBOE
membership.

   Charles P. Carey has served as a director since 1997 and Vice Chairman since
January 2000. He also serves on the Finance, Executive and Human Resources
Committees. He is the Managing Member of RCH Trading LLC, a registered broker-
dealer. Mr. Carey holds one Full Membership in the CBOT and is a partner at
Henning & Carey, a commodity trading firm.

                                      113


   Raymond Cahnman has served as a director since January 2000. Mr. Cahnman has
been a trader on the CBOT for the previous five years, and he currently trades
with TransMarket Group L.L.C., a clearing firm. Mr. Cahman holds, directly or
indirectly, by virtue of his controlling interest in TransMarket Group L.L.C.,
three Full Memberships, six Associate Memberships, eight GIMs, five IDEMs and
four COMs.

   James E. Cashman has served as a director since January 1996, and is a
member of the board's Finance Committee. He has been an independent trader on
the CBOT since July 1977. Mr. Cashman also is a member of RCH Trading LLC, a
registered broker-dealer. Mr. Cashman holds one Full Membership in the CBOT.

   Mark Cermak has served as a director since January 2000, and is a member of
the Regulatory Compliance Committee and the Chairman of the Membership
Committee and the Joint CBOE/CBOT Advisory Committee. He is currently a
President of O'Connor & Co. LLC, a clearing member of the CBOT, a position he
has held since January 1995. Mr. Cermak is a director of the New England Grain
and Feed Council and holds one Full Membership in the CBOT.

   Robert F. Corvino has served as a director since January 2000. He is also a
member of the Finance Committee and the Floor Financial Committee, of which he
is the Chairman. Mr. Corvino is a member of RCH Trading LLC, a registered
broker-dealer. From November 1985 to May 2000, Mr. Corvino was an independent
trader. He holds one Full Membership in the CBOT.

   James F. Curley has served as a director since January 1993, and is on the
Executive, Finance and Human Resources Committees. Since April 1997, Mr. Curley
has been the Chief Executive Officer of Cresvale International (US) LLC, a
futures commission merchant. From March 1994 through June 1996, he was Chairman
and Chief Executive Officer of Republic New York Securities Inc. He holds one
Full Membership in the CBOT.

   Andrew J. Filipowski has served as a director since January 2000. Mr.
Filipowski is the founder and, since June 1999, has been the Chairman and Chief
Executive Officer of divine, inc., a Chicago-based enterprise Web solutions
company. Founded in 1999, divine is focused on developing and marketing
critical software infrastructure and technology solutions for enterprises
worldwide, as well as the integration, training and sales and marketing
services to support those solutions. divine also holds interests in various
companies that are principally involved in integrated solutions for e-commerce
and vertical markets. Prior to June 1999, Mr. Filipowski was Chairman,
President and Chief Executive Officer of PLATINUM technology international,
inc., a software services company. He is a director of Blue Rhino Corp., a
propane cylinder exchange distributor and eShare Technologies, a provider of
contract management software solutions.

   Douglas M. Kurzydlo has served as a director since January 1996. For the
previous twenty years, he has been an independent broker/trader on the CBOT. He
serves on the board's Executive, Audit, Regulatory Compliance, Appellate and
Finance Committees. He owns one Full Membership in the CBOT.

   Veda Kaufman Levin has served as a director since January 2000. She has been
the Group Vice President--Department of Futures Sales at ABN/AMRO, NA.
Incorporated since February 2001. From March 1994 to February 2001, Ms. Kaufman
Levin served as a Senior Vice President of Lazard Freres & Co. Ms. Kaufman
Levin serves on the Implementation Committee of the Board and on the Lessor
Committee, of which she is the Chairperson. She holds one Full Membership in
the CBOT.

   James Patrick McMillin has served as a director since January 2000, and is
the Co-Chairman of the Floor Members Committee. He is currently an Area
Director for CSI, Inc., a software engineering company. From August 2000 to
July 2001 Mr. McMillin served as an Account Sales Manager at Comdisco Inc., a
provider of equipment leasing and network services, data protection and
financial and technology management. Prior to that, Mr. McMillin traded
financial futures at the CBOT. Mr. McMillin is a director of Hinsdale Bank and
Trust, a community bank, and holds one Associate Membership in the CBOT.

                                      114


   Joseph Niciforo has served as a director since January 1999. He is also a
member of the Finance Committee. Since June 2000, he has been Managing Director
of Fixed Income for Tudor Investment Corp., a hedge fund. From March 1997 to
June 2000, Mr. Niciforo was President of Bearcat Capital, a commodities trading
firm. From January 1990 to December 1996, Mr. Niciforo was a partner in Tudor
Investment Corp. Mr. Niciforo holds one Full Membership and one Associate
Membership in the CBOT.

   James Robert Thompson, Jr., has served as a director since February 1991.
Governor Thompson has been the Chairman of the law firm of Winston & Strawn, a
national law firm that acts as counsel for the Independent Allocation Committee
of our board of directors, since January 1991. From January 1977 to January
1991, he was the Governor of the State of Illinois. He serves on the Audit and
Human Resources Committees and is Chairman of the Independent Allocation
Committee of our board of directors. Governor Thompson is a director of
Jefferson Smurfit Group, Plc, an integrated producer of packaging products; FMC
Corporation, a diversified chemicals company; FMC Technologies, Inc., a
manufacturer of products utilized in the oil and gas industry; Hollinger
International Inc., a newspaper publisher; Prime Retail, Inc., a real estate
investment trust specializing in factory outlet centers; Prime Group Realty
Trust, a real estate investment trust focused on industrial properties;
MAXIMUS, Inc., a consulting company.

   John Andrew Wallace has served as a director since January 1999, and is a
member of the Executive, Finance, and Human Resources Committees. He has served
as Managing Director of Sales at R.J. O'Brien & Associates since February 1999.
From August 1984 to January 1999, Mr. Wallace was Senior Vice President of
Sales at Salomon Smith Barney, a financial services company. He owns one
Associate Membership in the CBOT, and R.J. O'Brien & Associates holds three
Full Memberships in the CBOT.

   Michael D. Walter has served as a director since January 2000, and is a
member of the Audit Committee. Since October 1996, he has been Senior Vice
President, Commodity Procurement and Economic Strategies of ConAgra Foods, Inc.
From February 1989 to September 1996, Mr. Walter was President of ConAgra
Specialty Grain Cos. Mr. Walter is Chairman of the Board of European Oat
Millers, an oat milling company, and a director of ConAgra Malt, a worldwide
manufacturer of malt. ConAgra holds one Full Membership in the CBOT.

   Ralph Weems has served as a director since January 1990 and previously
served as a director from January 1985 to January 1988. He serves as the
Chairman of our Audit Committee and as a member of the Independent Allocation
Committee of the board of directors. Mr. Weems has owned and operated an
independent farm since June 1955.

Committees of the Board of Directors

   It is currently expected that the board of directors of CBOT Holdings will
have a nominating committee, an executive committee, an audit committee and a
compensation committee. It is currently expected that the members of these
committees will be elected by CBOT Holdings' board of directors following the
effectiveness of the restructuring transactions. Each of these committees is
described in more detail below.

 Nominating Committee

   It is currently expected that the board of directors of CBOT Holdings will
have a nominating committee consisting of four members who will be directors
elected by the board to serve on such committee. We currently expect that the
nominating committee will initially include the chairman of the board, one
independent director and, if serving on the board, the chief executive officer.
This committee will review the qualifications of potential candidates and will
propose to the then-sitting board of directors for their review and approval
nominees for vacant positions or positions expected to be vacant on the board
of directors, including the eight positions expected to be filled in connection
with the special election following completion of the restructuring
transactions.

                                      115


 Executive Committee

   It is currently expected that the board of directors of CBOT Holdings will
have an executive committee consisting of directors elected by the board to
serve on such committee. The Executive Committee will exercise the authority of
the full board of directors when the board is not in session, except as
required by the certificate of incorporation or bylaws of CBOT Holdings or
applicable law.

 Audit Committee

   It is currently expected that the board of directors of CBOT Holdings will
have an audit committee consisting of three members who will be directors
elected by the board to serve on such committee. We currently expect that the
audit committee will initially include the two independent directors. This
committee will review the results and scope of the audit and other services
provided by the independent auditors as well as the accounting and internal
control procedures and policies of CBOT Holdings.

 Compensation Committee

   It is currently expected that the board of directors of CBOT Holdings will
have a compensation committee consisting of three members who will be directors
elected by the board to serve on such committee. We currently expect that the
compensation committee will initially include the two independent directors. It
will oversee the compensation and benefits of CBOT Holdings' and its
subsidiaries' management and employees.

 Other Committees

   In addition to these committees, it is currently expected that CBOT Holdings
and the CBOT subsidiary will create or maintain certain non-board advisory
bodies and other non-board committees comprised of directors, officers and
stockholders or members, as appropriate.

Director Compensation

   We currently expect that each independent director of CBOT Holdings will
receive an annual fee of $40,000, plus a meeting attendance fee of $1,500 for
each regular meeting of the board that they attend. We currently expect that
the annual fee for independent directors may be paid in equal parts cash and
shares of common stock of CBOT Holdings. The shares of common stock may, at the
election of such director, be paid on a deferred basis. All directors of CBOT
Holdings will receive reimbursement of expenses for travel to meetings.

   We currently expect that directors of the CBOT subsidiary will not receive
any fees; although all directors of the CBOT subsidiary will receive
reimbursement of expenses for travel to meetings to the extent such meetings do
not coincide with meetings of the board of directors of CBOT Holdings.

   David P. Brennan, the chairman of the board of directors in 1999 and 2000,
received director's fees of $240,000 during 2000. Mr. Neubauer was elected by
the members to serve as chairman of the board of directors in December 2000 and
began to serve in such capacity in January 2001. It is currently expected that
Mr. Neubauer will be paid a total of $240,000 in director's fees for 2001.

                                      116


Executive Compensation

   The following table and the related notes set forth information relating to
the compensation paid to, accrued or earned by each of our named executive
officers, consisting of our chief executive officers, each of the next four
most highly compensated of our current executive officers and two former
executive officers who, if currently serving, would be among the four most
highly compensated executive officers, for services rendered during the year
ended December 31, 2000.


                                               Annual Compensation
                                   -------------------------------------------
       Name and Principal                             Other Annual
       Position (1)                 Salary  Bonus  Compensation(2)(4)  Total
       ------------------          -------- ------ ------------------ --------
                                                          
   Dennis A. Dutterer(3).........  $578,558 $ --         $  --        $578,558
    President and Chief Executive
    Officer

   Carol A. Burke................   419,375   --         98,194        517,569
    Executive Vice President and
    General Counsel

   Phillip F. Hannigan...........   264,370   --         73,302        337,672
    Senior Vice President, Real
    Estate Operations

   Glen M. Johnson...............   261,875 3,000        69,298        334,173
    Senior Vice President and
    Chief Financial Officer

   David P. Prosperi.............   255,650 3,000        50,550        309,200
    Senior Vice President and
    Assistant to CEO

--------
(1) James P. Amaral served as Senior Vice President and Chief Information
    Officer through March 2001. Patrick J. Catania served as Executive Vice
    President, Business Development through July 2001. If Messrs. Amaral and
    Catania were currently serving as executive officers, they would be among
    the four most highly compensated executive officers. Mr. Amaral received
    $400,000 in Salary, a $25,000 Bonus and $8,692 in Other Annual Compensation
    for a total annual compensation of $433,692 during 2000. Mr. Catania
    received $419,375 in Salary, a $20,000 Bonus and $124,544 in Other Annual
    Compensation for a total annual compensation of $563,919 during 2000.
(2) Executives under contract are entitled to participate in all employee
    benefit plans and to receive all other fringe benefits as are from time to
    time made available to the senior management of the CBOT, which includes
    the CBOT contribution to a qualified 401(k) savings plan and the CBOT
    contribution to a non-qualified plan.
(3) Thomas R. Donovan was President and Chief Executive Officer through April
    2000. Mr. Donovan received $479,200 in Salary and $596,421 in Other Annual
    Compensation during 2000. Upon his departure, Mr. Donovan was paid $958,400
    in partial settlement of his contract and $818,326 for accrued vacation and
    sick days. Dennis A. Dutterer, who was appointed Interim President and
    Chief Executive Officer in April 2000, resigned in December 2000, effective
    as of January 15, 2001. Pursuant to a letter agreement between the CBOT and
    the Board of Trade Clearing Corporation, Mr. Dutterer's salary was paid by
    the Board of Trade Clearing Corporation but CBOT was obligated to reimburse
    the Board of Trade Clearing Corporation for such amounts, including any
    applicable employment taxes. See "--Employee-Related Agreements."
(4) The following table shows the amount of each category of "Other Annual
    Compensation" paid with respect to each of the named individuals:



                                           401(k)
                                          Matching   Supplemental
    Name                                Contribution     Plan     Other   Total
    ----                                ------------ ------------ ------ -------
                                                             
   Mr. Dutterer........................       --           --        --      --

   Ms. Burke...........................   $32,528      $59,983    $5,683 $98,194

   Mr. Hannigan........................     3,336       64,990     4,976  73,302

   Mr. Johnson.........................    12,701       46,566    10,031  69,298

   Mr. Prosperi........................     3,546       34,077    12,927  50,550


                                      117


Employee Benefit Plans

 Stock Plan

   We are currently reviewing, and expect to adopt a stock plan under which
stock-based awards may be made to employees and directors of CBOT Holdings and
its subsidiaries, including the CBOT subsidiary and eCBOT. In order to
incentivize management, it is currently expected that CBOT Holdings will have a
long-term equity incentive plan which will enable CBOT Holdings to grant to
such individuals stock options, stock appreciation rights, restricted stock,
performance awards and other similar awards. The purpose of the plan will be to
enable CBOT Holdings to attract and retain highly qualified employees, officers
and directors. We currently expect that the number of shares to be authorized
for issuance under such plan will be consistent with plans adopted by
comparable public companies.

 401(k) and Thrift Plan

   CBOT Holdings and its subsidiaries will maintain the 401(k)-type plan
currently sponsored by us and currently known as the "Employee Savings Plan."
This is a defined contribution retirement plan intended to qualify under
Section 401 of the Internal Revenue Code. Employees of CBOT Holdings and its
subsidiaries will be eligible to participate in this plan after completing
1,000 hours of work on the first day of the month following one year of
employment.

   The following table describes the elective employee and matching employer
contributions as defined under this plan, and the vesting of employer
contributions:



      Employee Contributions*                 Employer Contributions
      -----------------------                 ----------------------
                                 
      Basic Pre-Tax 1-4%..........  100% Match up to 4%
      Voluntary Pre-Tax 5-10%.....  None
      Voluntary After-Tax 1-10%...  None
      Vesting.....................  20% after working 1,000 hours in the first
                                    year of employment and 20% for each
                                    calendar year after working 1,000 hours
                                    thereafter. Participants become fully
                                    vested after completing five years of
                                    vesting service.

--------
*  Subject to limits (Employee Contributions restricted to a combined limit of
   17%) and other statutory annual limits.

 Pension Plan

   CBOT Holdings and its subsidiaries will also maintain a non-contributory
defined benefit pension plan that provides a predetermined amount of retirement
income to eligible participants and their beneficiaries. To participate in this
plan, an employee must complete one year of employment and be 21 years of age.
The policy will be to fund currently required pension costs to the extent
allowed for a tax deduction by the IRS. Participants become fully vested in the
plan after five years of vesting service, i.e., one year of vesting service is
obtained by completing 1,000 hours of work in a calendar year after age 18.

 Health Plan

   CBOT Holdings and its subsidiaries will maintain the health plan currently
sponsored by us which provides multiple medical and dental coverage options
covering qualified participants and their eligible dependents. New employees
are eligible to participate in the plan if working on a full-time basis after
30 days of consecutive active service. Plan funding is accomplished through a
combination of fully insured and self-funded arrangements. Employees contribute
specified amounts to the plan, depending on the medical or dental option
elected and the number of dependents covered. The administration of claims is
performed by insurance carriers and paid claims administrators.

                                      118


 Insurance Benefit Plan

   CBOT Holdings and its subsidiaries will maintain our non-contributory
welfare plan providing life, disability and accidental death and dismemberment
benefits to eligible participants. New employees are eligible to participate in
the plan if working on a full-time basis after 31 days of consecutive active
service. The plan pays certain insurance carriers premiums through which
designated benefits are paid.

 Non-Qualified Plans

   CBOT Holdings and its subsidiaries will maintain our non-qualified plans
that are not subject to the Employee Retirement Income Security Act of 1974.
Employees whose compensation limits their benefits under Section 415 of the
Internal Revenue Code are compensated at year end for any benefit shortfall
based on current actuarial assumptions that mirror the defined benefit or
defined contribution plans.

   CBOT Holdings and its subsidiaries also will maintain a nonqualified
supplemental pension plan for certain former employees. The liability for this
nonqualified plan is funded by life insurance on the lives of the participating
employees. CBOT Holdings and its subsidiaries will succeed to the trust
established by us for the purpose of administering the nonqualified plan.

Employment-Related Agreements

 Donovan Agreement

   We entered into an agreement with Thomas R. Donovan dated as of April 14,
2000, relating to the termination of Mr. Donovan's position as our President
and Chief Executive Officer. The agreement terminated Mr. Donovan's employment
agreement dated May 18, 1999, and provided that Mr. Donovan would render
limited consulting services to us and would receive reimbursement of out-of-
pocket expenses related to those services. The agreement also sets forth non-
competition terms and severance benefits. Pursuant to the Agreement, Mr.
Donovan is entitled to:

  . a lump sum payment of about $1.4 million, paid on May 1, 2000, and
    additional payments of equal amount, payable on January 1 of each year
    from 2001 through 2003;

  . a lump sum payment for 120 unused sick days, equal to about $479,200,
    paid on May 1, 2000;

  . provision of certain medical and insurance benefits through December 31,
    2003, or until Mr. Donovan's earlier death;

  . annual payments through December 31, 2003 to equal the amount we would
    have paid to our pension plan, as determined by an actuary, on Mr.
    Donovan's behalf during such time pursuant to the plan contribution
    formula; and

  . provision of medical and dental coverage after the term of the agreement
    as contemplated in Mr. Donovan's prior employment contract.

 Dutterer Agreement

   On April 18, 2000, Mr. Dutterer entered into a letter agreement with the
CBOT and the CBOT entered into a letter agreement with the Board of Trade
Clearing Corporation, which agreements provided for Mr. Dutterer's employment
as Interim President and Chief Executive Officer of the CBOT and his retention
of his position as President and Chief Executive Officer of the Board of Trade
Clearing Corporation under the terms of his existing employment agreement with
the Board of Trade Clearing Corporation, as amended. Pursuant to the
agreements, Mr. Dutterer was entitled to receive a base salary of $825,000 per
year for his services to the CBOT and any discretionary bonus determined by our
board of directors. His employment with the CBOT was "at will" and the CBOT is
not responsible for any severance obligations. Under the agreements, the CBOT
agreed to reimburse the Board of Trade Clearing Corporation for its payment of:

  . Mr. Dutterer's base salary;

  . applicable employment taxes; and

                                      119


  . the amount of any discretionary bonus awarded to Mr. Dutterer by the CBOT
    board of directors, with such reimbursement for employment taxes and
    bonus being grossed-up for any additional taxes resulting from the
    reimbursement.

All other expenses relating to the employment of Mr. Dutterer are the
responsibility of the Board of Trade Clearing Corporation.

   Pursuant to his agreement with the CBOT, Mr. Dutterer agreed to abstain from
taking part in discussions and decisions that involve a potential conflict of
interest between the CBOT and the Board of Trade Clearing Corporation. The
agreement also contained certain confidentiality provisions and the CBOT's
agreement to indemnify Mr. Dutterer and to provide liability insurance to the
extent provided to the CBOT's other officers. Effective in January 2001, Mr.
Dutterer resigned from his position as Interim President and Chief Executive
Officer of the CBOT and returned to his position as President and Chief
Executive Officer of the Board of Trade Clearing Corporation on a full-time
basis.

 Vitale Agreement

   On February 20, 2001, we entered into an employment agreement with David J.
Vitale, our President and Chief Executive Officer, which has a term of four
years unless terminated earlier by the CBOT or the Executive or as a result of
Mr. Vitale's death or permanent disability. Under the agreement, Mr. Vitale is
entitled to a base salary of $1,250,000 per year in addition to a performance
bonus, which for fiscal year 2001 may not be less than $750,000. He is entitled
to participate in all of our employee benefit plans that are generally
available to senior management. In addition, in the event that Mr. Vitale's
term of employment terminates prior to achieving vested status under such
employee benefit plans, he will be entitled to an additional benefit under a
non-qualified deferred compensation plan in an amount equal to the amount of
non-vested benefits accrued under such employee benefit plans. He is also
entitled to have certain perquisites paid for or reimbursed by the CBOT,
including club memberships, automobile allowance and financial planning and
other professional expenses not to exceed $25,000.

   In addition, Mr. Vitale received an incentive award, consisting of equity
appreciation rights, which will entitle him to receive the benefit of any
appreciation in the value of the CBOT's memberships and/or their post-
restructuring equivalents. The equity appreciation rights, which have been
granted in the form of appreciation units, give Mr. Vitale the right to receive
the excess of the fair market value of the covered equity with respect to an
appreciation unit on the date such appreciation unit is exercised over the
grant value of such appreciation unit.

   The following table summarizes the type, number, grant value and covered
equity with respect to each appreciation unit granted to Mr. Vitale, as
modified to reflect the holding company structure adopted by the board of
directors in October 2001 and set forth in a letter agreement, which we expect
to enter into with Mr. Vitale prior to the completion of the restructuring
transactions.



          EQUITY APPRECIATION RIGHTS                                      COVERED EQUITY
---------------------------------------------- --------------------------------------------------------------------
                                                                                              Class B     Class C
                          Number of    Grant                                                 Membership  Membership
        Class of         Appreciation  Value   Membership Equivalent      Common Stock       Equivalent  Equivalent
   Appreciation Unit        Units     Per Unit        Per Unit         Equivalent Per Unit    Per Unit    Per Unit
------------------------ ------------ -------- ---------------------- --------------------- ------------ ----------
                                                                                       
A-1A....................      25      $400,000   1 Full Membership    A-1 Conversion Shares 1 Series B-1 1 Class C
A-1B....................      10      $600,000   1 Full Membership    A-1 Conversion Shares 1 Series B-1 1 Class C
A-2.....................      10       $80,000 1 Associate Membership A-2 Conversion Shares 1 Series B-2     --
A-4.....................       5       $10,000   1 IDEM Membership    A-4 Conversion Shares 1 Series B-4     --
A-5.....................       5       $20,000    1 COM Membership    A-5 Conversion Shares 1 Series B-5     --


                                      120


   The number of shares of common stock of CBOT Holdings covered by an
appreciation right will be dependent upon the number of shares of common stock
issued with respect to the membership equivalent for such appreciation unit
following completion of the restructuring transactions. The appreciation rights
will generally vest in accordance with the schedule set forth in the following
table:



                                     Number of Applicable Appreciation Units Vested
Class of Appreciation    -----------------------------------------------------------------------
Unit                     February 20, 2002 February 20, 2003 February 20, 2004 February 20, 2005
---------------------    ----------------- ----------------- ----------------- -----------------
                                                                   
A-1A....................     10 Units           5 Units           5 Units           5 Units
A-1B....................      4 Units           2 Units           2 Units           2 Units
A-2.....................      4 Units           2 Units           2 Units           2 Units
A-4.....................      2 Units            1 Unit            1 Unit            1 Unit
A-5.....................      2 Units            1 Unit            1 Unit            1 Unit


   In the event that Mr. Vitale's term of employment is terminated because of
death, he would be entitled to receive his base salary through the end of the
sixth calendar month following the calendar month during which his employment
is terminated and any portion of the incentive award that is not vested would
immediately vest. In the event that Mr. Vitale's term of employment is
terminated because of permanent disability, he would be entitled to receive his
base salary through the earlier of the expiration of his employment agreement
and the first year of such permanent disability, and would be entitled to
receive one-half his base salary during the remaining term of the employment
agreement, if any. In addition, upon permanent disability, any portion of the
incentive award that is not vested would immediately vest. If Mr. Vitale is
terminated by the CBOT for cause, terminates employment without good reason or
the employment agreement reaches the end of its term, he would be entitled to
his base salary through his last day of employment and any portion of the
incentive award that has not been exercised would be forfeited. In the event
that the CBOT terminates Mr. Vitale without cause or Mr. Vitale terminates with
good reason, Mr. Vitale would be entitled to his base salary through the
expiration of his employment agreement and any portion of the incentive award
that is not vested would immediately vest; provided that any unexercised
incentive awards shall be forfeited four years following the date of
termination. In addition, Mr. Vitale would be entitled to payment of his
performance bonus of $750,000 in the event that the date of termination without
cause or for good reason occurs prior to payment of performance bonuses for
fiscal year 2001.

   In the event that the restructuring transactions are not completed within 12
months of the date of the employment agreement, which term may be extended by
Mr. Vitale for six months, thereafter, Mr. Vitale may terminate the employment
agreement in the thirty day period immediately following the end of such term.
Under such circumstances, he would be entitled to receive his base salary
through the earlier of the expiration of his employment agreement and the end
of the second full fiscal year following the fiscal year of his election to
terminate employment and any portion of the incentive award that is not
exercised would be forfeited. In the event of a change of control, Mr. Vitale
or the CBOT may terminate Mr. Vitale's employment, and Mr. Vitale would be
entitled to receive his base salary through the earlier of the expiration of
his employment agreement and the end of the second full fiscal year following
the fiscal year such change of control occurs and all outstanding incentive
awards would become vested immediately prior to the transaction giving rise to
the change of control.

   Mr. Vitale is also subject to certain non-competition and non-solicitation
provisions during the employment term and, in the event his employment
agreement is terminated prior to expiration, for one year following the date of
termination.

 Other Agreements

   We also have an Executive Employment Agreement with Carol A. Burke, our
Executive Vice President and General Counsel. The term of the agreement began
May 18, 1999 and runs until May 18, 2002 or the earlier death, total and
permanent disability or termination of the executive. The employment period
under the agreement will be extended for one calendar month for each calendar
month after May 2001 that Ms. Burke serves under her agreement. The CBOT and
Ms. Burke each have the right to provide notice to the other party

                                      121


to their respective agreements of their intent to cease extending such
agreement and, upon such notice, the term of such agreement shall terminate 12
calendar months following the furnishing of notice of such intent. The
agreement provides for a base salary of $500,000 and annual increases as
determined by our board of directors in its sole discretion. The agreement
provides that the executive is entitled to participate in all of our employee
benefit plans that are generally available to senior management, including
post-employment medical and dental benefits.

   In the event of Ms. Burke's disability, she would receive her base
compensation for the first year during which she is under the disability. After
the first year, she would receive one-half of her base pay during the remainder
of the disability, but not beyond the end of the employment term. This
disability pay would be reduced to the extent she receives payments from other
sources such as insurance as a result of the disability. We may terminate her
if the disability is total and permanent, in which case she would be entitled
to her base compensation through the end of the employment term. Pursuant to
the agreement, Ms. Burke agrees to certain non-competition provisions during
the employment term and for one year thereafter.

   We have entered into a letter agreement with James P. Amaral, our former
Senior Vice President and Chief Information Officer, pursuant to which we
agreed to pay Mr. Amaral severance in the amount of $215,384.01 in semi-monthly
payments in exchange for a release from claims related to his employment with
the CBOT. In addition, we have entered into an agreement with Patrick J.
Catania, pursuant to which, among other things, Mr. Catania agreed to resign
his position with the CBOT as Executive Vice President, Market and Product
Development, and the CBOT agreed to retain him as an employee at his current
salary until June 6, 2003 and thereafter until terminated by Mr. Catania or the
CBOT. As an employee, the agreement provides that Mr. Catania will perform
services for the CBOT relating to matters within the purview of his current
assignment on an as-needed basis.

                                      122


Beneficial Ownership of Management and Directors

   The following table lists the shares of capital stock of CBOT Holdings that
will be beneficially owned following completion of the restructuring
transactions by each of the directors, each of the executive officers named in
the summary compensation table included under "--Executive Compensation" and
CBOT Holdings' directors and executive officers as a group. Except as otherwise
indicated below, this information is based on the beneficial ownership by those
persons of CBOT memberships as of September 11, 2001. There was no person known
to us to be the beneficial owner of more than five percent of the membership
interests of CBOT as of such date and none of the persons listed in the table
below are currently expected to beneficially own one percent or more of any of
the shares of common stock of CBOT Holdings.


                                                                       Number of
                                                                       Shares of
Name of Beneficial                                                      Common
Owner                                                                    Stock
------------------                                                     ---------
                                                                    
Dennis A. Dutterer(1).................................................      --
Thomas R. Donovan(1)..................................................      --
Nickolas J. Neubauer..................................................   50,000
David J. Vitale.......................................................      --
Carol A. Burke........................................................      --
Patrick J. Catania(2).................................................      --
James P. Amaral(2)....................................................      --
Bernard W. Dan........................................................      --
William M. Farrow III.................................................      --
Philip P. Hannigan....................................................      --
Glen M. Johnson.......................................................      --
Mary McDonnell........................................................      --
Charles P. Carey......................................................   25,000
Raymond Cahnman(3)....................................................  127,900
James E. Cashman......................................................   25,000
Mark E. Cermak........................................................   25,000
Robert F. Corvino.....................................................   25,000
James F. Curley.......................................................   25,000
Andrew J. Filipowski..................................................      --
Douglas M. Kurzydlo...................................................   25,000
Veda Kaufman Levin....................................................   25,000
James P. McMillin.....................................................    5,000
Joseph Niciforo.......................................................   30,000
James R. Thompson.....................................................      --
J. Andrew Wallace(4)..................................................   80,000
Michael D. Walter(5)..................................................   25,000
Ralph H. Weems........................................................      --
Directors and Executive Officers as a group
 (27 persons).........................................................  492,900

--------
(1) As of December 6, 2000.
(2) As of March 16, 2001.
(3) Includes 10,700 shares of common stock owned by TransMarket Group LLC,
    which Mr. Cahnman may be deemed to beneficially own. Mr. Cahnman disclaims
    such beneficial ownership.
(4) Includes 75,000 shares of common stock owned by R. J. O'Brien & Associates,
    which Mr. Wallace may be deemed to beneficially own. Mr. Wallace disclaims
    such beneficial ownership.
(5) Includes 25,000 shares of common stock owned by ConAgra Specialty Grain
    Cos., which Mr. Walter may be deemed to beneficially own. Mr. Walter
    disclaims such beneficial ownership.

   Our directors and officers hold memberships entitling them to cast an
aggregate of 18 1/2 votes on the proposal, representing about 1.2% of the total
votes that may be cast.

   Until January 1, 2001, our board of directors was composed of twenty-seven
members, at which time the terms of nine directorships expired and ceased to
exist pursuant to our certificate of incorporation and bylaws. Some of these
directors may have held Full, Associate, GIM, IDEM or COM Memberships.

                                      123


                          DESCRIPTION OF CAPITAL STOCK

   We describe generally below the material terms of the capital stock of CBOT
Holdings. However, this description is not complete. For a complete description
of the terms of our capital stock, we refer you to the forms of amended and
restated certificate of incorporation and bylaws of CBOT Holdings, which are
attached as Appendices F and G, respectively, to this document. We urge you to
read those documents carefully before voting on the restructuring transactions.

   For more information about our capital stock and how your rights and
obligations as stockholders will differ from your current rights and
obligations as members, see "Comparison of the Rights of Members of the CBOT
Prior to and After Completion of the Restructuring Transactions."

General

   Under its certificate of incorporation, the authorized capital stock of CBOT
Holdings will consist of:

 . 100,000,000 shares of common stock, $0.001 par value per share; and

 . 10,000,000 shares of preferred stock, $0.001 par value per share.

Immediately following the completion of the restructuring transactions,
39,802,650 shares of common stock will be outstanding. The shares of common
stock of CBOT Holdings issued in connection with the restructuring transactions
will be validly issued, fully paid and non-assessable.

Description of Common Stock

 Overview

   The common stock will represent an equity interest in CBOT Holdings and will
generally have traditional features of common stock, including dividend, voting
and liquidation rights.

 Dividend Rights

   Subject to the limitations under Delaware law and priorities and preferences
that may apply to any outstanding shares of preferred stock, holders of common
stock will be entitled to receive such dividends or other distributions as may
be declared by the board of directors of CBOT Holdings out of funds legally
available therefor.

   It is not currently anticipated that CBOT Holdings will pay cash dividends
on its common stock in the near future; however, CBOT Holdings may later
determine to pay cash dividends out of its available surplus.

 Voting

   Unless otherwise required by the certificate of incorporation of CBOT
Holdings, the terms of any preferred stock or applicable law, holders of the
common stock of CBOT Holdings will be entitled to one vote per share with
respect to all matters upon which the stockholders of CBOT Holdings are
entitled to vote generally, including the election of directors, amendments to
the certificate of incorporation (other than certain amendments relating solely
to the terms of any outstanding preferred stock), mergers, sales of all or
substantially all of the corporate assets or property or a dissolution. Except
as may be provided with respect to any preferred stock in a certificate of
designation filed pursuant to Delaware law, or as may otherwise be required by
Delaware law or the certificate of incorporation of CBOT Holdings, the common
stock will be the only capital stock of CBOT Holdings entitled to vote
generally in the election of directors and on all other matters presented to
the stockholders of CBOT Holdings. The common stock will not have cumulative
voting rights.

                                      124


   Board of Directors. On October 16, 2001, our board of directors approved and
adopted amendments to our certificate of incorporation and bylaws, which, if
approved by our members, would authorize our board of directors to delay the
next annual election, which is currently scheduled for December 2001, until no
later than March 31, 2002, reduce the size of our board of directors from 18
members to nine members at the first annual election following timely approval
of the restructuring transactions by our members, clarify our board of
directors' discretion as to the timing of its regular meetings and make certain
other conforming changes. A special meeting of the members for the purpose of
voting on such amendments has been scheduled for October 31, 2001. If our
members approve such amendments and separately approve the restructuring
transactions in a timely manner, our board of directors will be reduced in size
from 18 directors to nine directors in connection with the next annual
election, which will be held as soon as reasonably practicable following
membership approval of the restructuring transactions, but in no event later
than March 31, 2002. At such annual election, our members will elect eight new
directors to serve on the nine-member board of directors with the then current
chairman of the board continuing to serve in such capacity as the ninth member
of such board. Upon completion of the restructuring transactions, the new
directors elected to serve on the nine-member board of directors will continue
to serve on the boards of directors of both CBOT Holdings and the CBOT
subsidiary until the next annual meeting of each such corporation.

   If the amendments to our certificate of incorporation and bylaws are not
approved by our members or the membership vote on the restructuring
transactions does not occur in a timely manner, and, as a result, the size of
our board of directors is not reduced from 18 directors to nine directors prior
to the completion of the restructuring transactions, the certificate of
incorporation and bylaws of CBOT Holdings will provide that the then current
18-member board of directors will continue as the boards of directors of CBOT
Holdings and the CBOT subsidiary immediately following completion of the
restructuring transactions. The size of the board of directors of CBOT Holdings
will thereafter be reduced to nine directors in connection with a special
meeting of stockholders, to be held as soon as reasonably practicable following
completion of the restructuring transactions. At such special meeting, the
stockholders will elect eight new directors to serve on the nine-member board
of directors with the then current chairman of the board continuing to serve in
such capacity as the ninth member of such board. In connection with the
election of directors to the new nine-member board of directors of CBOT
Holdings, it is anticipated that CBOT Holdings, as the sole Class A member of
the CBOT subsidiary, will elect each of the newly-elected directors serving on
the nine-member board of directors of CBOT Holdings as directors of the CBOT
subsidiary. Each director of CBOT Holdings and the CBOT subsidiary will be
elected to serve as a director until the next annual meeting of each such
corporation and will not be subject to term limits.

   In order to ensure that the board of directors of CBOT Holdings is generally
identical in size and composition to the board of directors of the CBOT
subsidiary, it will be a qualification for service as a director of the CBOT
subsidiary that such director also serve on the board of directors of CBOT
Holdings. The nine-member boards of directors of CBOT Holdings and the CBOT
subsidiary will each consist of:

  . the chairman of the board;

  . five directors who are Class B members of the CBOT subsidiary;

  . two directors who are "independent" within the meaning of the certificate
    of incorporation and bylaws of CBOT Holdings; and

  . one director who is "at-large," or generally not subject to
    qualifications.

We currently expect that the president and chief executive officer of CBOT
Holdings will be nominated for election as the at-large director.

 No Conversion, Preemptive or Subscription Rights

   The holders of common stock of CBOT Holdings will have no conversion,
preemptive or subscription rights.

                                      125


 Liquidation Rights

   Upon any liquidation, dissolution or winding up of CBOT Holdings, whether
voluntary or involuntary, holders of common stock of CBOT Holdings will be
entitled to receive pro rata such assets as are available for distribution to
stockholders after there shall have been paid or set apart for payment the full
amounts necessary to satisfy any preferential or participating rights to which
holders of each outstanding series of preferred stock are entitled by the terms
of such series. In other words, each share of common stock shall have equal
liquidation rights.

Preferred Stock

   CBOT Holdings will be authorized to issue up to 10,000,000 shares of
preferred stock. The certificate of incorporation for CBOT Holdings will
authorize the board, without approval of the stockholders, to issue these
shares from time to time in one or more series, to establish the number of
shares to be included in each series, to fix the rights, preferences and
privileges of the shares of each wholly unissued series and any of its
qualifications, limitations or restrictions. Such preferred stock is sometimes
referred to as "blank check" preferred stock.

   Among the specific matters that may be determined by the board in connection
with the issuance of such preferred stock are the following:

  . the designation of each series;

  . the number of shares of each series;

  . the rate of dividends, if any;

  . whether dividends, if any, shall be cumulative or non-cumulative;

  . the terms of redemption, if any;

  . the amount payable in the event of any voluntary or involuntary
    liquidation, dissolution or winding up of the affairs of CBOT Holdings;

  . rights and terms of conversion or exchange, if any;

  . restrictions on the issuance of shares of the same series or any other
    series, if any; and

  . voting rights, if any.

   Except as otherwise provided in the terms of any such series, the board of
directors may increase or decrease the number of shares of any series, but not
below the number of shares of that series then outstanding, without any further
vote or action by the stockholders of CBOT Holdings. The board may authorize
the issuance of preferred stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders of shares of
the common stock of CBOT Holdings.

   Although no shares of preferred stock will be outstanding upon completion of
the restructuring transactions and we have no current plans to issue preferred
stock, the issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For example, a business combination could be impeded by the issuance
of a series of preferred stock containing class voting rights that would enable
the holder or holders of such series to block any such transaction.
Alternatively, a business combination could be facilitated by the issuance of a
series of preferred stock having sufficient voting rights to provide a required
percentage vote of the stockholders. In addition, under certain circumstances,
the issuance of preferred stock could adversely affect the voting power and
other rights of the holders of common stock. Although the board of directors of
CBOT Holdings will be required to make any determination to issue any such
stock based on its judgment as to the best interests of CBOT Holdings and the
stockholders of CBOT Holdings, it could act in a manner that would discourage
an acquisition attempt or other transaction that some, or a majority, of the
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over prevailing market or
other prices of such stock. We

                                      126


do not currently intend to seek stockholder approval prior to the issuance of
currently authorized stock, unless otherwise required by law or other
applicable requirements.

   One of the anticipated benefits of the restructuring transactions is the
positioning of CBOT Holdings to obtain better access to capital markets,
thereby giving CBOT Holdings the option, in the future, to issue shares of
preferred stock to one or more private investors in capital-raising
transactions. However, we cannot provide any assurances in this regard.

Transfer Restrictions

   The shares of common stock of CBOT Holdings will generally be subject to a
complete restriction on transfer for the first 270 days following the date the
common stock is issued. Thereafter, 15%, 25%, 25% and 35% of the shares of
common stock of CBOT Holdings will be eligible for transfer on the date that is
270, 450, 630 and 810 days following the date the common stock is issued,
respectively. Notwithstanding these restrictions on transfer, stockholders may
transfer all, but not less than all, of the shares of common stock associated
with a Class B membership and, to the extent applicable, a Class C membership,
in the CBOT subsidiary if all such shares of common stock are transferred
together with the associated Class B membership and, to the extent applicable,
a Class C membership (i.e., 25,000 shares of common stock of CBOT Holdings with
one Series B-1, Class B membership and one Class C membership in the CBOT
subsidiary, 5,000 shares of common stock of CBOT Holdings with one Series B-2,
Class B membership in the CBOT subsidiary, 2,500 shares of common stock of CBOT
Holdings with one Series B-3, Class B membership in the CBOT subsidiary, 300
shares of common stock of CBOT Holdings with one Series B-4, Class B membership
in the CBOT subsidiary, and 350 shares of common stock of CBOT Holdings with
one Series B-5, Class B membership in the CBOT subsidiary). The certificate of
incorporation of CBOT Holdings will grant authority to the board of directors
to remove or reduce this restriction on transfer of the common stock if it
determines, in its sole and absolute discretion, that such action is
appropriate.

   Although Class B memberships in the CBOT subsidiary generally will not be
subject to any transfer restrictions, the exercise of the trading rights and
privileges associated with the Class B memberships will be subject to
substantially the same application and approval process that currently applies
to CBOT membership candidates. Under that process, any adult, other than an
employee of the CBOT subsidiary, of good character, reputation, financial
responsibility and credit will be eligible to become a Class B member of, and
exercise trading rights and privileges at, the CBOT subsidiary. Candidates will
be reviewed to determine whether they meet applicable requirements in
accordance with the rules and regulations of the CBOT subsidiary.

   The Class C memberships in the CBOT subsidiary generally will also not be
subject to any transfer restrictions. However, a holder of a Class C membership
seeking to become a member of the Chicago Board Options Exchange must hold
25,000 shares of common stock of CBOT Holdings and one Series B-1, Class B
membership in the CBOT subsidiary, along with such Class C membership, in each
case subject to certain adjustments, in order to be eligible to become a member
of the Chicago Board Options Exchange without having to purchase a membership
on such exchange.

   In addition to the restrictions discussed above, shares of common stock of
CBOT Holdings received in connection with the restructuring transactions by
"affiliates" may be resold only pursuant to further registration under the
Securities Act or in transactions that are exempt from registration under the
Securities Act.

Other Provisions

   CBOT Holdings will establish a number of change of control provisions that
may have the effect of encouraging persons considering unsolicited tender
offers or other unilateral takeover proposals to negotiate with CBOT Holdings'
board of directors rather than pursue non-negotiated takeover attempts. Some of
these provisions will be implemented pursuant to the certificate of
incorporation and bylaws of CBOT Holdings and others will be implemented
independently. These provisions will include the following:


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     Advance Notice Procedures. CBOT Holdings' bylaws will contain provisions
  requiring that advance notice be delivered to CBOT Holdings of any business
  to be brought by a stockholder before an annual meeting of stockholders and
  providing for certain procedures to be followed by stockholders in
  nominating persons for election to the CBOT Holdings board of directors.

     Generally, such advance notice provisions will require that a
  stockholder must give written notice to the secretary of CBOT Holdings not
  less than 30, nor more than 75, days prior to the first anniversary of the
  date on which CBOT Holdings first mailed its proxy materials for the
  preceding year's annual meeting of stockholders. In each case, the notice
  must set forth specific information regarding such stockholder and each
  director nominee or other business proposed by such stockholder, as
  applicable, as provided in the bylaws. Except as described below with
  respect to nominations by stockholders of CBOT Holdings for persons to be
  elected to the board of directors of CBOT Holdings at a special meeting of
  stockholders at which directors are to be elected, stockholders will not be
  permitted to make proposals, or bring other business, to a special meeting
  of stockholders.

     Nominations by stockholders for persons to be elected to the CBOT
  Holdings board of directors at a special meeting of the stockholders, if
  directors are to be elected at such meeting, generally will require that a
  stockholder give written notice to the secretary of CBOT Holdings not later
  than the later of the 90th day prior to such special meeting or the 10th
  day following the day on which public announcement is first made of the
  date of the special meeting and of the nominees proposed by the CBOT
  Holdings board of directors.

     Special Meetings of Stockholders. CBOT Holdings' certificate of
  incorporation and bylaws will expressly provide that only the chairman of
  the board, the president or the board of directors may call special
  meetings of the stockholders, and will not permit stockholders to call
  special meetings.

     No Action by Written Consent of Stockholders. CBOT Holdings' certificate
  of incorporation will require that all stockholder actions must be taken by
  a vote of the stockholders at an annual or special meeting, and will not
  permit the stockholders to take action by written consent without a
  meeting.

     Amendment of Certificate of Incorporation. CBOT Holdings' certificate of
  incorporation will generally require the approval of not less than a
  majority of the voting power of all then-outstanding shares of stock of
  CBOT Holdings entitled to vote generally in the election of directors,
  voting together as a single class, in order to amend the certificate of
  incorporation.

     Amendment of Bylaws. CBOT Holdings' certificate of incorporation will
  generally require the approval of not less than two-thirds of the voting
  power of all then-outstanding shares of stock of CBOT Holdings entitled to
  vote generally in the election of directors, voting together as a single
  class, in order to adopt, repeal or amend the bylaws in response to a
  stockholder proposal. This provision will make it more difficult to dilute
  the change of control effects of the bylaws of CBOT Holdings. The
  certificate of incorporation will permit the board to amend the bylaws
  without any stockholder vote, except where a vote of a series of preferred
  stock is required by the terms of such series.

     Delaware Anti-Takeover Statute. CBOT Holdings will elect to be subject
  to a Delaware anti-takeover law. Subject to certain exceptions, this
  statute prohibits a publicly held Delaware corporation from engaging in a
  "business combination" with an "interested stockholder" for a period of
  three years after the date of the transaction in which the person became an
  interested stockholder, unless:

    .  prior to such date, the board of directors of the corporation
       approved either the business combination or the transaction which
       resulted in the stockholder's becoming an interested stockholder;

    .  upon completion of the transaction which resulted in the
       stockholder's becoming an interested stockholder, the interested
       stockholder owned at least 85% of the voting stock of the
       corporation outstanding at the time the transaction commenced,
       excluding, for purposes of determining the number of shares
       outstanding, those shares owned by persons who are directors and
       also officers

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     and by employee stock plans in which employee participants do not have
     the right to determine confidentially whether shares held subject to
     the plan will be tendered in a tender or exchange offer; or

    .  on or after such date, the business combination is approved by the
       board of directors and authorized at an annual or special meeting of
       stockholders, and not by written consent, by the affirmative vote of
       at least 66 2/3% of the outstanding voting stock which is not owned
       by the interested stockholder.

     For purposes of this statute, a "business combination" includes a
  merger, asset sale or other transaction resulting in a financial benefit to
  the interested stockholder, and an "interested stockholder" is a person
  who, together with affiliates and associates, owns 15% or more of the
  corporation voting stock or a person who is an affiliate of the corporation
  and who did own, or within three years prior to the date of determination
  whether the person is an "interested stockholder did own," 15% or more of
  the corporation's voting stock.

     Stockholder Rights Plan. We currently anticipate that the board of
  directors of CBOT Holdings would be asked to consider, and may adopt, a
  stockholder rights plan in connection with any underwritten public offering
  of its common stock. The basic objective of a rights plan is to provide for
  an appropriate role for the board of directors in the event of a potential
  change of control. A rights plan seeks to protect the corporation and its
  stockholders from abusive takeover measures, to maximize stockholder value
  if the corporation is sold and to encourage potential acquirors to
  negotiate with the board of directors rather than make an unsolicited
  takeover proposal. A rights plan aims to accomplish these goals by making
  attempts to acquire control of the corporation without the board's approval
  unacceptably expensive and dilutive to the bidder. This is implemented by
  the issuance to each stockholder of one contingent stock purchase right,
  which would be triggered by certain events generally involving the
  acquisition by a third party of a significant amount of the corporation's
  stock. You should understand that we do not have any current plan or
  intention to conduct any such offering of common stock.

Limitation of Liability of Directors

   The certificate of incorporation of CBOT Holdings will provide, as
authorized by Delaware law, that a director of CBOT Holdings will not be
personally liable to CBOT Holdings or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability imposed by law, as
in effect from time to time:

  . for any breach of the director's duty of loyalty to CBOT Holdings or its
    stockholders;

  . for any act or omission not in good faith or which involved intentional
    misconduct or a knowing violation of law;

  . for unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided by Delaware law; or

  . for any transaction from which the director derived an improper personal
    benefit.

   The inclusion of this provision in our certificate of incorporation may have
the effect of reducing the likelihood of derivative litigation against
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefitted CBOT Holdings and its
stockholders.

   The bylaws of CBOT Holdings will provide that CBOT Holdings will indemnify
its directors and officers and may indemnify its employees and agents to the
fullest extent permitted by law. The bylaws will also permit CBOT Holdings to
secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in that capacity,
regardless of whether the bylaws would permit indemnification.

Transfer Agent
   We are currently evaluating third parties to serve as transfer agent and
registrar for the common stock of CBOT Holdings in connection with the
completion of the restructuring transactions.

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                COMPARISON OF THE RIGHTS OF MEMBERS OF THE CBOT
        PRIOR TO AND AFTER COMPLETION OF THE RESTRUCTURING TRANSACTIONS

Overview

   As a result of the restructuring transactions, the CBOT will be demutualized
by creating a stock, for-profit holding company, CBOT Holdings, and
distributing shares of common stock of CBOT Holdings to our members, while
maintaining the CBOT as a nonstock subsidiary of CBOT Holdings. In addition, in
connection with the restructuring transactions, our board of directors has
adopted, and we are proposing, certain significant changes to our certificate
of incorporation, bylaws and rules and regulations. Generally speaking, these
changes are designed to implement a more modern and efficient corporate
governance structure.

   You are being asked to approve these changes as part of the restructuring
transactions. We currently expect that these changes to our rules and
regulations will generally take effect at the time that the amended and
restated certificates of incorporation of CBOT Holdings and the CBOT subsidiary
become effective. Upon taking effect, many of your rights and obligations as
stockholders of CBOT Holdings and as members of the CBOT subsidiary will change
from those that you currently have as members of the CBOT. In this section, we
will describe those changes that we believe to be material. We urge you to
carefully review and consider these changes in your rights and obligations
before voting on the restructuring transactions.

   The following description summarizes the material differences between the
rights and obligations of holders of the CBOT memberships prior to and after
completion of the restructuring transactions. We do not intend this summary to
be a complete statement of the rights and obligations of holders of the common
stock of CBOT Holdings or memberships in the CBOT subsidiary, or a
comprehensive comparison of the rights and obligations of members of the CBOT
prior to and after completion of the restructuring transactions, or a complete
description of the specific provisions referred to in this summary. We do not
intend that this identification of specific differences is to indicate that
other equally or more significant differences do not exist.

   The forms of certificate of incorporation and bylaws of CBOT Holdings are
attached as Appendices F and G to this document, respectively, and the forms of
certificate of incorporation and bylaws of the CBOT subsidiary are attached as
Appendices H and I to this document, respectively. Our current certificate of
incorporation, bylaws and rules and regulations have been filed as exhibits to
the registration statement of which this document forms a part. In addition,
the form of the rules and regulations of the CBOT subsidiary, which, subject to
changes to the rules and regulations occurring from time to time after the date
of this document, we currently expect to be the rules and regulations of the
CBOT subsidiary immediately after completion of the restructuring transactions,
has been filed as an exhibit to the registration statement. A summary of the
status of certain current CBOT rules and regulations as a result of the
restructuring transactions is attached as Appendix J to this document. We urge
you to review and consider carefully each of these documents before voting on
the restructuring transactions.

For-Profit Status; Authority to Issue Capital Stock

   Currently, our certificate of incorporation expressly provides that the CBOT
is not-for-profit and has no authority to issue capital stock. The certificate
of incorporation of the CBOT subsidiary will provide that it remains without
authority to issue capital stock but that it is for-profit. CBOT Holdings, as
the holder of the sole Class A membership in the CBOT subsidiary, will be
entitled to receive all profits, i.e., distributions, dividends and proceeds
upon liquidation, from the CBOT subsidiary. The certificate of incorporation
for CBOT Holdings will provide that it is for-profit and has the ability to
issue capital stock, which will enable us to issue the shares of common stock
in connection with the restructuring transactions.

   As described below under "--Authorized Capital," CBOT Holdings will have the
ability to issue additional shares of capital stock in the future at the
discretion of the board of directors, without stockholder

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approval. The issuance of additional shares of capital stock could cause your
equity interest in CBOT Holdings to be diluted and the market price or value of
your shares, if any, to decline.

Dividends

   Delaware law currently provides that corporations, whether for-profit or
not-for-profit, may declare and pay dividends on the shares of its stock, or on
its memberships if the corporation is a nonstock corporation, out of funds
legally available for such purposes. Neither the CBOT's, CBOT Holdings' nor the
CBOT subsidiary's certificate of incorporation otherwise restricts the CBOT's,
CBOT Holdings' or the CBOT subsidiary's respective authority to declare and pay
dividends. Consequently, the CBOT, under the current certificate of
incorporation, CBOT Holdings under its certificate of incorporation and the
CBOT subsidiary, under its certificate of incorporation, are, for purposes of
Delaware law, authorized to declare and pay dividends.

   CBOT Holdings will have the ability to declare and pay dividends to its
common stockholders, and the CBOT subsidiary will have the ability to declare
and pay dividends to its Class A member, CBOT Holdings, in each case, out of
funds legally available for such purposes. Stock corporations may pay dividends
out of their "surplus" as defined under Delaware law or, in certain
circumstances out of "net profits" for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. However, the right to receive
dividends as common stockholders of CBOT Holdings will be subject to priorities
and preferences that may apply to any outstanding shares of preferred stock.

   We have no current plans to pay cash dividends on the common stock of CBOT
Holdings in the near future; however, CBOT Holdings may later determine to pay
cash dividends out of its available surplus.

Authorized Capital

   Currently, our certificate of incorporation, bylaws, rules and regulations
authorize five classes of membership:

  . Full;

  . Associate;

  . GIM (and one-half Associate Membership);

  . IDEM; and

  . COM.

In order to authorize any additional classes of membership, it would be
necessary to amend our bylaws or rules, which are deemed part of the bylaws.
The authorized or maximum number of Associate Members, GIMs, IDEMs and COMs
under the bylaws and rules is 866, 351, 642 and 643, respectively. Our
certificate of incorporation, bylaws, rules and regulations do not expressly
provide for an authorized or maximum number of Full Memberships. However, our
certificate of incorporation, bylaws, rules and regulations do not authorize
the creation of new members in existing classes. Therefore, we believe that the
creation of new members would require an amendment to our rules, which, in the
case of Full Members, has the result of creating a de facto authorized or
maximum number of Full Memberships equal to the current number of such
memberships, which is 1,402.

   Under its amended and restated certificate of incorporation, CBOT Holdings
will be authorized to issue up to 100,000,000 shares of common stock, par value
$0.001 per share and up to 10,000,000 shares of preferred stock, par value
$0.001 per share. The common stock of CBOT Holdings will generally have
traditional features of common stock, including dividend, voting and
liquidation rights. Immediately after completion of the restructuring
transactions, there will be 39,802,650 shares of common stock of CBOT Holdings
issued and outstanding.

   As a result, based on the foregoing, following completion of the
restructuring transactions, the board of CBOT Holdings would be authorized to
issue up to an additional 60,197,350 shares of its common stock

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without requiring an amendment to the certificate of incorporation of CBOT
Holdings and without stockholder approval. The authorization of any additional
shares of common stock in excess of these amounts would require an amendment to
the certificate of incorporation of CBOT Holdings, which would, in turn,
require appropriate stockholder approval.

   The creation of any additional classes of common stock of CBOT Holdings will
require an amendment to the certificate of incorporation of CBOT Holdings. The
board of CBOT Holdings, however, will be authorized, without stockholder
approval, to create and issue additional classes of preferred stock, having
such powers, designations and preferences as are set forth in a resolution
adopted by the board and set forth in a certificate of designations filed with
the State of Delaware.

   Under the certificate of incorporation of the CBOT subsidiary, it will be
authorized to issue up to:

  .  one Class A membership;

  .  1,402 Series B-1, Class B memberships;

  .  866 Series B-2, Class B memberships;

  .  162 Series B-3, Class B memberships;

  .  642 Series B-4, Class B memberships;

  .  643 Series B-5, Class B memberships; and

  .  1,402 Series Class C memberships.

   Immediately after completion of the restructuring transactions, we currently
expect that the following memberships in the CBOT subsidiary will be
outstanding:

  . one Class A membership;

  . 1,402 Series B-1, Class B memberships;

  . 786 Series B-2, Class B memberships;

  . 162 Series B-3, Class B memberships;

  . 642 Series B-4, Class B memberships;

  . 643 Series B-5, Class B memberships; and

  . 1,402 Class C memberships.

   The Class A membership, which will be held by CBOT Holdings, will entitle
CBOT Holdings to the exclusive right to vote on most matters requiring a vote
of the members of the CBOT subsidiary, as well as the exclusive right to
receive all distributions, dividends and proceeds upon liquidation from the
CBOT subsidiary. Each of the five series of Class B membership will entitle an
eligible holder to trading rights and privileges that correspond to the trading
rights and privileges of one of the five currently authorized classes of CBOT
membership. The Class C membership in the CBOT subsidiary will, subject to
satisfaction of certain requirements, entitle the holder to become a member of
the Chicago Board Options Exchange without having to purchase a membership on
such exchange.

   The creation of any additional classes or series of memberships or the
creation of any additional authorized memberships from the classes or series of
memberships in the CBOT subsidiary described above would require an amendment
to the certificate of incorporation of the CBOT subsidiary, which would require
the approval of the CBOT subsidiary's board and Class A member. In addition,
any amendment which would adversely affect the authorized number of Class B
memberships would require a class vote of the Series B-1 and Series B-2, Class
B memberships.

Terms and Conditions of Membership

   Currently, the terms and conditions of membership in the CBOT are set forth
in our certificate of incorporation, bylaws, rules and regulations. The terms
and conditions of membership, including all trading

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rights and privileges, will continue to be set forth in the CBOT subsidiary's
certificate of incorporation, bylaws, rules and regulations. The terms and
conditions of membership in the CBOT include, but are not limited to, general
provisions related to application for membership, member rights, privileges and
obligations, member conduct and discipline, registration, assessments and fees,
purchase and sale or transfers of memberships or membership interests,
insolvency and trading and other rights and privileges of the various classes
of membership.

   The certificate of incorporation of the CBOT subsidiary will provide that
the rights and obligations, including trading rights and privileges, of CBOT
members will be associated with one of the five series of Class B membership in
the CBOT subsidiary to be issued in connection with the restructuring
transactions. As described above, the Class B memberships will be issued in
five separate series: Series B-1, Series B-2, Series B-3, Series B-4 and Series
B-5. The certificate of incorporation of the CBOT subsidiary will provide that
each holder of Series B-1, Series B-2, Series B-3, Series B-4 and Series B-5,
Class B memberships who satisfies the membership and eligibility requirements
with respect to a Full Membership, Associate Membership, GIM Membership, IDEM
Membership or COM Membership, respectively, in each case, as set forth in the
CBOT subsidiary's rules and regulations, will be entitled to all of the rights
and privileges, including all trading rights and privileges, of a CBOT Full
Member, Associate Member, GIM, IDEM or COM, as the case may be, subject to
applicable Delaware law or as otherwise provided in the CBOT subsidiary's
certificate of incorporation, bylaws and rules and regulations.

   In addition, the certificate of incorporation for the CBOT subsidiary will
provide that Class C memberships, which will, subject to satisfaction of
certain terms and conditions, entitle the holder to become a member of the
Chicago Board Options Exchange without having to purchase a membership on such
exchange, will be issued to each CBOT Full Member.

Transferability

   Currently, memberships may be purchased or sold pursuant to transfer
mechanisms established by our rules and regulations.

   The shares of common stock of CBOT Holdings will generally be subject to a
complete restriction on transfer for the first 270 days following the date the
common stock is issued. Thereafter, 15%, 25%, 25% and 35% of the shares of
common stock of CBOT Holdings will be eligible for transfer after the date that
is 270, 450, 630 and 810 days following the date the common stock is issued,
respectively. Notwithstanding these restrictions on transfer, stockholders may
transfer all, but not less than all, of the shares of common stock of CBOT
Holdings associated with a Class B membership and, to the extent applicable, a
Class C membership, in the CBOT subsidiary if all such shares of common stock
are transferred together with the associated Class B membership and, to the
extent applicable, a Class C membership. The certificate of incorporation of
CBOT Holdings will grant authority to the board of directors to remove or
reduce this restriction on transfer of the common stock if it determines, in
its sole and absolute discretion, that such action is appropriate.

   Although Class B memberships in the CBOT subsidiary generally will not be
subject to any transfer restrictions, the exercise of the trading rights and
privileges associated with the Class B memberships will be subject to
substantially the same application and approval process that currently applies
to CBOT membership candidates. Under that process, any adult, other than an
employee of the CBOT subsidiary, of good character, reputation, financial
responsibility and credit will be eligible to become a Class B member of, and
exercise trading rights and privileges at the, CBOT subsidiary. Candidates will
be reviewed to determine whether they meet applicable requirements in
accordance with the rules and regulations of the CBOT subsidiary.

   The Class C memberships in the CBOT subsidiary generally will also not be
subject to any transfer restrictions. However, a holder of a Class C membership
seeking to become a member of the Chicago Board Options Exchange must hold
25,000 shares of common stock of CBOT Holdings and one Series B-1, Class B

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membership in the CBOT subsidiary, along with such Class C membership, in each
case subject to certain adjustments, in order to be eligible to become a member
of the Chicago Board Options Exchange without having to purchase a membership
on such exchange.

Voting Rights

   Under the CBOT's current certificate of incorporation and bylaws, Full
Members and Associate Members have the right to vote on all matters submitted
to a vote of the general membership. Each Full Member is entitled to one vote
per Full Membership and each Associate Member is entitled to one-sixth of one
vote per Associate Membership on all such matters. GIMs, IDEMs and COMs have no
right to vote under the current certificate of incorporation and bylaws.

   The holders of common stock of CBOT Holdings will have the right to vote on
all matters upon which the stockholders of CBOT Holdings will be entitled to
vote generally, including among other things, the election of directors to the
board of directors of CBOT Holdings. As a result, to the extent that they hold
shares of common stock of CBOT Holdings, GIMs, IDEMs and COMs will have the
right to vote on all matters upon which the stockholders of CBOT Holdings will
be entitled to vote generally. In addition, the allocation of shares of common
stock of CBOT Holdings among members in connection with the completion of the
restructuring transactions will result in a dilution of the Full Members'
voting rights relative to the voting rights of Associate Members, GIMs, IDEMs
and COMs.

   CBOT Holdings, as the holder of the sole Class A membership in the CBOT
subsidiary, will have the exclusive right to vote on most matters requiring a
vote of the members of the CBOT subsidiary, including among other things, the
election of directors to the board of directors of the CBOT subsidiary. As a
result, the holders of Class B and Class C memberships in the CBOT subsidiary
will not have voting rights with respect to matters requiring a vote of the
members of the CBOT subsidiary, except that holders of Series B-1 and Series B-
2, Class B memberships will have limited voting rights to approve certain
changes that would adversely affect certain core rights related to the trading
rights and privileges of Class B memberships.

Liquidation Rights

   The CBOT's current rules and regulations provide that, in the event of a
full liquidation of the CBOT, the members would share in the proceeds from
dissolution in an approximate ratio of 6.00 : 1.00 : 0.67 : 0.03 : 0.03 for
each Full Membership, Associate Membership, GIM, IDEM and COM, respectively.

   In the event of a full liquidation of CBOT Holdings, liquidating
distributions will be made to common stockholders pro rata based on the number
of shares of common stock they hold. In the event of the full liquidation of
the CBOT subsidiary, the Class A member, which will be CBOT Holdings, will be
entitled to all liquidating distributions. Class B and Class C members of the
CBOT subsidiary will not be entitled to any distributions upon the liquidation
of the CBOT subsidiary. As a result of the allocation of shares of common stock
of CBOT Holdings and the creation of a holding company structure in connection
with the restructuring transactions, Full Members and GIMs will experience a
decline in their liquidation rights relative to the liquidation rights of
Associate Members, IDEMs and COMs.

Proceeds of Membership

   Under our current rules and regulations, upon any transfer of a membership,
whether made by a member voluntarily or by the board of directors, the proceeds
are applied pursuant to a priority set forth in the rules and regulations. The
types of claims that currently have priority in the proceeds of a transferred
membership include, among other things: dues, assessments, service fees, fines,
contributions, and other charges and indebtedness payable to the CBOT or a
clearing house, amounts owed to clearing members and amounts owed on loans that
financed the purchase of such membership.

   Following completion of the restructuring transactions, we currently expect
that the claims of Class B and Class C members of the CBOT subsidiary will
continue to have an automatic priority over the claims of non-

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members against the proceeds of the sale of Class B and Class C memberships.
The rules and regulations of the CBOT subsidiary will provide that the proceeds
of any transfer of Class B and Class C memberships in the CBOT subsidiary will
be subject to the priority of payments provision that is currently applicable
to the transfer of CBOT memberships.

Amendment of Certificate of Incorporation

   Under our current certificate of incorporation, amendments to the
certificate of incorporation must be adopted by the board of directors in
accordance with Delaware law and then submitted to a vote of the membership.
Proposals to amend the certificate of incorporation will be adopted if at least
300 votes have been cast at a special meeting of the membership and a majority
of the votes cast were in favor of the proposal.

   Under the certificate of incorporation of CBOT Holdings, amendments must
also be adopted by the board of directors and then submitted to a vote of the
stockholders. However, proposals to amend the certificate of incorporation will
be adopted only if at least a majority of the voting power of all of the then-
outstanding shares of stock of CBOT Holdings entitled to vote generally in the
election of directors, voting together as a single class, are voted in favor of
the proposal. As a result, it will be more difficult to amend the certificate
of incorporation of CBOT Holdings.

   In addition, the certificate of incorporation of the CBOT subsidiary will
provide that amendments must also be approved by the board of directors of the
CBOT subsidiary and submitted to a vote of the membership. However, Class B and
Class C members will not have the right to vote on matters that require
approval by the members of the CBOT subsidiary, except that Class B members
will have the limited right to vote on amendments that would adversely affect
certain core rights relating to the trading rights and privileges associated
with Class B memberships.

Amendment of Bylaws and Rules and Regulations; Substantial Elimination of the
Petition Process

   Currently, our certificate of incorporation provides that the bylaws, which
include the rules, may only be adopted, amended or repealed with the approval
of the membership. Proposed amendments to the bylaws may be independently
recommended by the board of directors for submission to a vote at a special
meeting of the membership. In addition, 25 or more voting members have the
right to petition for the board of directors' approval to call a special
meeting of the membership for the purpose of voting on amendments to the
bylaws. If the board of directors does not approve the initial petition, 100 or
more voting members have the right to petition for such special meeting and
such special meeting will then be called by the board of directors or the
chairman of the board in accordance with the procedures set forth in the
certificate of incorporation and bylaws, See "--Special Meetings." Proposals to
amend the bylaws, including the rules, will be adopted if at least 300 votes
have been cast at a special meeting and a majority of the votes cast were in
favor of the proposal. This process, together with certain other provisions of
the bylaws, rules and regulations, including those relating to the nomination
procedures for elective officers and the annual election, constituted what is
sometimes referred to as the "petition process" of the CBOT membership. This
petition process effectively vests in the voting membership the authority to
adopt, amend and repeal bylaws, including the rules, which, together with our
certificate of incorporation and the regulations, generally govern the rights
and obligations of the members of the CBOT.

   In connection with the restructuring transactions, the petition process is
being substantially eliminated, with the principal exception consisting of the
right to vote on adverse changes to certain core rights associated with the
Class B memberships of the CBOT subsidiary. As a result, the ability of the
holders of common stock of CBOT Holdings and the Class B and Class C members of
the CBOT subsidiary to participate in the day-to-day management and operations
of CBOT Holdings and the CBOT subsidiary, respectively, will be significantly
reduced. In sharp contrast to the substantial rights of current CBOT members
pursuant to the petition process, stockholders of CBOT Holdings will have
rights more consistent with those of stockholders of a publicly held
corporation and members of the CBOT subsidiary will have substantially reduced
rights relative to the members of the CBOT.

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   Specifically, the holders of the common stock of CBOT Holdings will not be
entitled to initiate proposals to amend the certificate of incorporation of
CBOT Holdings or, as described below, the certificate of incorporation, bylaws
and rules and regulations of the CBOT subsidiary. Any proposal to adopt, repeal
or amend the bylaws of CBOT Holdings may only be brought at to a vote at an
annual meeting after satisfying certain advance notice requirements described
below and will require the approval of two-thirds of the voting power of the
stockholders of CBOT Holdings entitled to vote generally in the election of
directors. The certificate of incorporation and bylaws of CBOT Holdings will
provide that stockholders may not call special meetings of stockholders and
only the chairman, the president and the board of directors will have the right
to call such special meetings. The bylaws of CBOT Holdings will contain
provisions requiring that advance notice be delivered to CBOT Holdings of any
business to be brought by a stockholder before an annual meeting of
stockholders and providing for certain procedures to be followed by
stockholders in nominating persons for election to CBOT Holdings' board of
directors. Generally, such advance notice provisions will require that for an
annual meeting a stockholder must give written notice to the secretary of CBOT
Holdings not less than 30, nor more than 75, days prior to the first
anniversary of the date on which CBOT Holdings first mailed its proxy materials
for the preceding year's annual meeting of stockholders. In each case, the
notice must set forth specific information regarding such stockholder and each
director nominee or other business proposed by such stockholder, as applicable,
as provided in CBOT Holdings' bylaws. Except with respect to nominations by
stockholders for persons to be elected to the board of directors of CBOT
Holdings at a special meeting of stockholders at which directors are to be
elected, stockholders of CBOT Holdings will not be permitted to make proposals,
or bring other business, to a special meeting of stockholders.


   As described above, CBOT Holdings, as the holder of the sole Class A
membership in the CBOT subsidiary, will have the exclusive right to vote on
most matters requiring a vote of the members of the CBOT subsidiary, including
among other things, the election of directors to the board of directors of the
CBOT subsidiary. The holders of Class B and Class C memberships in the CBOT
subsidiary will not have voting rights with respect to matters requiring a vote
of the members of the CBOT subsidiary, except that holders of Series B-1 and
Series B-2, Class B memberships will have limited voting rights to approve
certain changes that would adversely affect certain core rights related to the
trading rights and privileges of Class B memberships. Accordingly, the
certificate of incorporation and bylaws of the CBOT subsidiary do not provide
Class B and Class C members the right to bring proposals before annual or
special meetings of the membership of the CBOT subsidiary nor will Class B and
Class C members have the right to call special meetings of the membership of
the CBOT subsidiary.


   Under our current certificate of incorporation and bylaws, the rules are
deemed to be part of the bylaws and are therefore subject to the petition
process described above. Under the CBOT subsidiary's certificate of
incorporation and bylaws, the rules and regulations will be incorporated into
the bylaws and the board of directors of the CBOT subsidiary and CBOT Holdings,
as the holder of the sole Class A membership in the CBOT subsidiary, will have
authority to adopt, amend or repeal rules and regulations, provided that such
amendments do not adversely affect a core right, in which case such amendment
would be required to be submitted to a vote of the holders of Series B-1 and
Series B-2, Class B memberships.


   In connection with the restructuring transactions, the petition process is
being substantially eliminated. The principal exception is that holders of
Series B-1 and Series B-2, Class B memberships will have the right to vote on
adverse changes to certain core rights associated with the trading rights and
privileges of Class B members. This is an important aspect of the restructuring
transactions, which will materially change your rights. Following completion of
the restructuring transactions, your ability as a common stockholder of CBOT
Holdings and as a member of the CBOT subsidiary to participate in the day-to-
day management and operations of either CBOT Holdings or the CBOT subsidiary
will be significantly reduced as a result of the substantial elimination of the
petition process.

                                      136


Election of Directors

   Currently, our certificate of incorporation provides that the nominating
committee will nominate candidates to stand for election to the board of
directors. In addition, members have the right to petition, which petition must
be signed by at least 40 members, to nominate other candidates to stand for
election to the board of directors.

   Under the certificate of incorporation and bylaws of CBOT Holdings,
nominations for directors will be made by the nominating committee of the board
of directors of CBOT Holdings and may be made by stockholders satisfying the
advance notice requirements described above under "Description of Capital
Stock--Other Provisions--Advance Notice Procedures" and elections for directors
will be conducted by proxy solicitation in connection with an annual meeting of
the stockholders or a special meeting of stockholders called for such purpose.
As a result of the advance notice requirements under CBOT Holdings' bylaws,
stockholder influence on the nomination process in connection with the election
of directors will be substantially diminished. In addition, any proxy
solicitation must be conducted in accordance with the federal securities laws,
as applicable.

   The certificate of incorporation of the CBOT subsidiary will provide that
the holder of the Class A membership, which will be CBOT Holdings, will be
entitled to elect directors to serve on the board of directors of the CBOT
subsidiary. However, it will be a qualification that each director of the CBOT
subsidiary serve on the board of directors of CBOT Holdings, which will
generally result in CBOT Holdings and the CBOT subsidiary having boards of
directors that are identical in size and composition.

   Since this represents a material change to your rights, we urge you to give
careful consideration to this aspect of the restructuring transactions before
voting on the restructuring transactions.

Special Meetings

   Currently, our certificate of incorporation and bylaws provides that 25 or
more voting members have the right to petition for the board of directors'
approval to call a special meeting of the membership for the purpose of voting
on amendments to the bylaws. If the board of directors does not approve the
initial petition, 100 or more voting members have the right to petition for
such special meeting and such special meeting will then be called by the board
of directors or the chairman of the board in accordance with the procedures set
forth in the certificate of incorporation and bylaws. Independently, the board
of directors or the chairman of the board may call for a special meeting of the
membership for any purpose to be held at such place, on such date, and at such
time as they or he or she fix.

   Under the bylaws of CBOT Holdings and the CBOT subsidiary, special meetings
of the stockholders may only be called by the chairman of the board, the
president or by the board of directors acting pursuant to a resolution of a
majority of the board of directors. As a result, stockholders of CBOT Holdings
and members of the CBOT subsidiary will not have authority to cause the board
of directors or chairman of the board to call a special meeting for any
purpose, including proposals to amend the bylaws. However, CBOT Holdings, as
the holder of the sole Class A membership in the CBOT subsidiary, could take
action by written consent without a meeting to take such actions as amend the
bylaws of the CBOT subsidiary, subject to the right of holders of Series B-1
and Series B-2, Class B memberships to consent to certain changes that would
adversely affect certain core rights related to the trading rights and
privileges of Class B memberships. Since this represents a material change to
your rights, we urge you to give careful consideration to this aspect of the
restructuring transactions before voting on the restructuring transactions.

Annual Meetings

   Under our current bylaws, the annual meeting of the members is required to
be held on the first Thursday after the third Tuesday in February at 2:30 p.m.
As a matter of practice, member matters are generally not submitted to a vote
at such meeting.

                                      137


   Under the bylaws of CBOT Holdings and the CBOT subsidiary, and to the
fullest extent required by applicable law, an annual meeting will be required
to be held for the purpose of electing directors and transacting such other
business as may be properly called come before the meeting at such place, on
such date, and at such time as the board of directors shall each year fix,
provided that the date of the annual meeting shall be within 13 months of the
last annual meeting of stockholders as required by applicable law.

Repeal of Certain Rules and Regulations

   In order to implement certain changes to the corporate governance structure
of the CBOT subsidiary in connection with the restructuring transactions,
certain rules and regulations will be repealed or eliminated in their entirety.
A summary of those rules and regulations that will be repealed or eliminated in
their entirety in connection with the restructuring transactions is set forth
in Appendix J to this document, which is entitled, "Status of Certain Current
CBOT Rules and Regulations as a Result of the Restructuring Transactions." We
urge you to review this summary carefully before voting on the restructuring
transactions. Of course, other changes to the rules and regulations not related
to the restructuring transactions may be implemented from time to time after
the date of this document in accordance with the provisions of our certificate
of incorporation, bylaws and rules and regulations.

Board of Directors

   On October 16, 2001, our board of directors approved and adopted amendments
to our certificate of incorporation and bylaws, which, if approved by our
members, would authorize our board of directors to delay the next annual
election, which is currently scheduled for December 2001, until no later than
March 31, 2002, reduce the size of our board of directors from 18 members to
nine members at the first annual election following timely approval of the
restructuring transactions by our members, clarify our board of directors'
discretion as to the timing of its regular meetings and make certain other
conforming changes. A special meeting of the members for the purpose of voting
on such amendments has been scheduled for October 31, 2001. If our members
approve such amendments and separately approve the restructuring transactions
in a timely manner, our board of directors will be reduced in size from 18
directors to nine directors in connection with the next annual election, which
will be held as soon as reasonably practicable following membership approval of
the restructuring transactions, but in no event later than March 31, 2002. At
such annual election, our members will elect eight new directors to serve on
the nine-member board of directors with the then current chairman of the board
continuing to serve in such capacity as the ninth member of such board. Upon
completion of the restructuring transactions, the new directors elected to
serve on the nine-member board of directors will continue to serve on the
boards of directors of both CBOT Holdings and the CBOT subsidiary until the
next annual meeting of each such corporation.

   If the amendments to our certificate of incorporation and bylaws are not
approved by our members or the membership vote on the restructuring
transactions does not occur in a timely manner, and, as a result, the size of
our board of directors is not reduced from 18 directors to nine directors prior
to the completion of the restructuring transactions, the certificate of
incorporation and bylaws of CBOT Holdings will provide that the then current
18-member board of directors will continue as the boards of directors of CBOT
Holdings and the CBOT subsidiary immediately following completion of the
restructuring transactions. The size of the board of directors of CBOT Holdings
will thereafter be reduced to nine directors in connection with a special
meeting of stockholders, to be held as soon as reasonably practicable following
completion of the restructuring transactions. At such special meeting, the
stockholders will elect eight new directors to serve on the nine-member board
of directors with the then current chairman of the board continuing to serve in
such capacity as the ninth member of such board. In connection with the
election of directors to the new nine-member board of directors of CBOT
Holdings, it is anticipated that CBOT Holdings, as the sole Class A member of
the CBOT subsidiary, will elect each of the newly-elected directors serving on
the nine-member board of directors of CBOT Holdings as directors of the CBOT
subsidiary. Each director of CBOT Holdings and the CBOT subsidiary will be
elected to serve as a director until the next annual meeting of each such
corporation and will not be subject to term limits.

                                      138


   In order to ensure that the board of directors of CBOT Holdings is generally
identical in size and composition to the board of directors of the CBOT
subsidiary, it will be a qualification for service as a director of the CBOT
subsidiary that such director also serve on the board of directors of CBOT
Holdings. The nine-member boards of directors of CBOT Holdings and the CBOT
subsidiary will each consist of the chairman of the board, five directors who
are Class B members of the CBOT subsidiary, two directors who are "independent"
within the meaning of the certificate of incorporation and bylaws of CBOT
Holdings and one director who is "at-large," or generally not subject to
qualifications. We currently expect that the president and chief executive
officer of CBOT Holdings will be nominated for election as the at-large
director.

Change of Control Provisions

   Currently, our certificate of incorporation, bylaws, rules and regulations
do not contain robust change of control provisions.

   CBOT Holdings will establish a number of change of control provisions that
may have the effect of encouraging persons considering unsolicited tender
offers or other unilateral takeover proposals to negotiate with the board of
directors of CBOT Holdings rather than pursue non-negotiated takeover attempts.
These provisions will include, among other things:

  . advance notice requirements in connection with stockholder meetings;

  . elimination of the ability of stockholders to call stockholder meetings;

  . a prohibition on the ability of stockholders to take action by written
    consent;

  . supermajority stockholder approval requirements in connection with the
    amendment of the bylaws; and

  . the application of the provisions of the Delaware anti-takeover statute.

   In addition, we currently anticipate that, in the event CBOT Holdings were
to conduct an underwritten public offering in the future, the board of
directors would be asked to consider, and may adopt, a stockholder rights plan.
For more information about these provisions, see "Description of Capital
Stock--Other Provisions." We have no current plan or intention to conduct any
such offering.

   These provisions could have the following effects, among others:

  . delaying, deferring or preventing a change of control;

  . delaying, deferring or preventing the removal of existing management;

  . deterring potential acquirors from making an offer to CBOT's Holdings'
    stockholders; and

  . limiting any opportunity of CBOT Holdings' stockholders to realize
    premiums over prevailing market or other prices of CBOT Holdings' common
    stock in connection with offers by potential acquirors.

This could be the case notwithstanding that a majority of CBOT Holdings'
stockholders might benefit from such a change in control or offer.

Appraisal Rights

   Under Delaware law and subject to certain exceptions, stockholders of CBOT
Holdings will have appraisal rights in connection with a merger or
consolidation of CBOT Holdings with another entity. Appraisal rights allow a
stockholder to dissent from the merger or consolidation and receive the fair
value of the stockholder's shares in cash. Appraisal rights will also generally
be available to the members of the CBOT subsidiary, as they are presently
available to CBOT members, in connection with a merger or consolidation of the
CBOT subsidiary with another entity. Under Delaware law, however, appraisal
rights are not available in connection with a merger or consolidation of two
nonstock corporations and, accordingly, appraisal rights are not available to
any CBOT members in connection with the restructuring transactions.

                                      139


                        SHARES ELIGIBLE FOR FUTURE SALE

Common Stock

   The 39,802,650 shares of common stock of CBOT Holdings to be distributed in
connection with the restructuring transactions will generally be subject to a
complete restriction on transfer for the first 270 days following the date the
common stock is issued. Thereafter, 15%, 25%, 25% and 35% of the shares of
common stock of CBOT Holdings will be eligible for transfer after the date that
is 270, 450, 630 and 810 days following the date the common stock is issued,
respectively. Notwithstanding these restrictions on transfer, stockholders may
transfer all, but not less than all, of the shares of common stock of CBOT
Holdings associated with a Class B membership and, to the extent applicable, a
Class C membership, in the CBOT subsidiary if all such shares of common stock
are transferred together with the associated Class B membership and, to the
extent applicable, Class C membership. The certificate of incorporation of CBOT
Holdings will grant authority to the board of directors to remove or reduce
this restriction on transfer of the common stock if it determines, in its sole
and absolute discretion, that such action is appropriate. After expiration of
the transfer restrictions, the shares of common stock will be freely tradable
without restriction under the Securities Act, except for any such shares which
may be received by "affiliates" as defined under the Securities Act.

   In addition, a holder of a Class C membership in the CBOT subsidiary seeking
to become a member of the Chicago Board Options Exchange must hold 25,000
shares of common stock of CBOT Holdings and one Series B-1, Class B membership
in the CBOT subsidiary, along with such Class C membership, in each case
subject to certain adjustments, in order to be eligible to become a member of
the Chicago Board Options Exchange without having to purchase a membership on
such exchange.

   Common stock of CBOT Holdings received in connection with the restructuring
transactions by "affiliates" may be resold only pursuant to further
registration under the Securities Act or in transactions that are exempt from
registration under the Securities Act.

   Sales of substantial amounts of common stock of CBOT Holdings in the open
market, or the availability of such shares for sale, could adversely affect the
price of our common stock and/or our other capital stock.

                                      140


                 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
                       OF THE RESTRUCTURING TRANSACTIONS

   The following general discussion constitutes the opinion of Kirkland &
Ellis, tax counsel to the CBOT, as to the material U.S. federal income tax
consequences of completion of the restructuring transactions, subject to the
qualifications described below. This opinion is based upon the Internal Revenue
Code of 1986, as amended, the United States Treasury Department regulations
promulgated thereunder, judicial authority and current administrative rulings
and practice now in effect, all of which are subject to change at any time,
including with possible retroactive effect, or different interpretations. This
opinion does not discuss all aspects of U.S. federal income taxation that may
be relevant to a particular CBOT member in light of such member's particular
circumstances or to CBOT members subject to special treatment under the U.S.
federal income tax laws, and this opinion does not discuss any aspects of
state, local or foreign tax laws.

   In issuing rulings to other exchanges involved in the process of
demutualization, the Internal Revenue Service has adopted the position that:

  . the equity component of a membership or stock is to be treated as
    separate property from the trading rights associated with that membership
    or stock so that the demutualization will be treated, in effect, as two
    exchanges, an exchange of the equity components and an exchange of the
    trading rights; and

  . the taxability of each exchange must be tested under the relevant
    provisions of the Code applicable to the particular property rights.

Thus, we understand that, under this IRS position, the exchange of the equity
components will be tested for tax-free status under the corporate
reorganization or corporate formation provisions, as applicable, and the
exchange of the trading rights will be treated as taxable or not based on
whether there is any significant modification in the legal rights associated
with those rights under Code Section 1001, which provides for recognition of
gain or loss on the sale or exchange of property. The IRS has not taken a
position on whether, even if there is a significant modification of the trading
rights, the exchange would nevertheless constitute a tax-free exchange of like-
kind property under Code Section 1031.

   Based upon the foregoing, it is the opinion of Kirkland & Ellis that:


  . No gain or loss will be recognized by a member with respect to the
    receipt of common stock of CBOT Holdings or the Class A, Class B or Class
    C memberships of the CBOT subsidiary, including any associated right to
    trade on the CBOT or Chicago Board Options Exchange. The IRS may take the
    position that the Class C memberships in the CBOT subsidiary represents a
    separate trading right from that relating to the right to trade on the
    CBOT itself.

  . If the foregoing exchanges do not result in the recognition of gain or
    loss, the aggregate basis in a member's current membership will carry
    over to the property received and must be allocated to the various
    components. If the equity rights and the trading rights are treated as
    separate property for tax purposes, the basis in the equity rights will
    be allocated among the equity rights received in proportion to their fair
    market values, and the basis in the existing trading rights will carry
    over to the basis of the trading rights received. It is not entirely
    clear how basis will be allocated between trading rights and equity
    rights because no separate market exists for those property rights.
    Members who intend to sell some but not all of their stock or memberships
    should consult their own tax advisors.

  . The holding period of the common stock of CBOT Holdings or the Class B or
    Class C memberships of the CBOT subsidiary, will include the period for
    which such person's current membership has been held, provided that such
    membership is held as a capital asset or property described in Code
    Section 1231 on the date of the distribution of the stock or memberships,
    as the case may be.

  . The CBOT will not recognize any gain or loss upon its demutualization and
    creation of a holding company structure.

                                      141


   It is a condition to the CBOT's obligation to complete the restructuring
transactions that it receive a private letter ruling from the IRS generally to
the effect that receipt by members of Class B and Class C memberships in the
CBOT subsidiary and a private letter ruling or an opinion of counsel that
receipt by CBOT Holdings of a Class A membership in the CBOT subsidiary and
receipt by members of common stock of CBOT Holdings, in form and substance
satisfactory to our board of directors, will have the foregoing effects. The
CBOT expects to file a request for the ruling with the IRS in the near future.
Because of the novelty and complexity of the restructuring transactions, it is
unclear at this time whether the IRS will issue a favorable ruling or, if the
IRS is willing to issue a ruling, when the ruling will be received. Because
none of the other exchanges in the process of demutualization has presented the
IRS with facts identical to those of the CBOT or the restructuring transactions
described in this document, in particular with respect to the capitalization
and the Chicago Board Options Exchange exercise right, no assurance can be
given that the IRS will issue a favorable ruling or, if so, how long it will
take to obtain such a ruling. Any such ruling would generally be binding on the
IRS. Although an IRS ruling can be revoked or modified retroactively under some
extraordinary circumstances, we are not aware of any such circumstances that
would cause the IRS to revoke or modify any such ruling with respect to the
restructuring transactions.

   The CBOT currently anticipates that the receipt of cash payments by the
limited partners of Ceres pursuant to the reorganization of our electronic
trading business will be taxable to such limited partners.

   Because of the complexity of the tax laws, and because the tax consequences
of the restructuring transactions to you may be affected by matters not
discussed in this section, you are urged to consult your own tax advisor with
respect to your own particular circumstances and with respect to the specific
tax consequences of the restructuring transactions to you, including the
applicability and effect of state, local and foreign tax laws and any proposed
changes in applicable tax laws.

                                      142


                     SPECIAL MEETING AND PROXY INFORMATION

Persons Making the Solicitation

   The proxy solicitation being made pursuant to this document is being
conducted on behalf of our board of directors.

Time and Place of Special Meeting

   The special meeting will be held on       ,           , 2001 at 2:30 p.m.,
Central time, in the Visitor Center Theater, Fifth Floor, at our executive
offices located at 141 West Jackson Boulevard, Chicago, Illinois 60604.

Matters To Be Approved

   Full Members and Associate Members are being asked to approve each of the
following three propositions relating to the restructuring transactions
described more fully in this document:

      (1) the approval and adoption of the agreement and plan of merger,
  which will facilitate the demutualization of the CBOT;

      (2) ratification of the August 7, 2001 agreement relating to the
  exercise right entered into by the CBOT and the Chicago Board Options
  Exchange; and

      (3) the approval of all other matters relating to the restructuring
  transactions, including, among other things a new certificate of
  incorporation and by laws for CBOT Holdings and the CBOT subsidiary and
  certain changes to the rules and regulations which, collectively, will
  facilitate the modernization of certain aspects of our corporate governance
  structure and the reorganization of our electronic trading business.

Although you are being asked to approve each of these three propositions
separately, each of these propositions is related to, and expressly conditioned
upon the approval of, the other propositions. This means that we will not take
any one or more of these actions relating to the restructuring transactions
without taking all three actions. Accordingly, unless ALL THREE of the
propositions relating to the restructuring transactions are approved by the
requisite vote of the members as described in this document, the restructuring
transactions will NOT have been approved by the members and, accordingly, none
of them will be completed.

Eligibility to Vote

   Although this document will be mailed to all members, you are eligible to
vote at the special meeting only if you are a Full Member or Associate Member
as of the date for the special meeting of the membership at which a vote on the
restructuring transactions will be taken. In accordance with our certificate of
incorporation, bylaws and rules and regulations, GIMs, IDEMs and COMs are not
eligible to vote on the restructuring transactions.

Available Votes; Required Vote

   Currently, there are 1,402 Full Members and 786 Associate Members. Under our
certificate of incorporation, bylaws and rules and regulations, each Full
Member will be entitled to one vote for each Full Membership owned and each
Associate Member will have one-sixth of a vote for each Associate Membership
owned. The restructuring transactions will be approved if Full Members and
Associate Members, voting together as a single class based upon their
respective voting rights, cast at least 300 votes at the special meeting,
whether in person or by proxy, and at least a majority of the votes are cast in
favor of all three of the propositions relating to the restructuring
transactions.

                                      143


   Under our certificate of incorporation, bylaws, rules and regulations, GIMs,
COMs and IDEMs are not entitled to vote on the restructuring transactions.

   Our directors and officers held memberships as of June 30, 2001 entitling
them to cast an aggregate of 18 1/2 votes on the proposal, which would
represent about 1.2% of the total votes that may be cast.

Board Recommendation

   Our board of directors has determined that the restructuring transactions
are in the best interests of the CBOT and its members and that the
restructuring transactions are fair to each class of CBOT membership. Our board
of directors has approved the restructuring transactions and recommends that
you vote "FOR" approval of the restructuring transactions, including ALL THREE
of the propositions relating to the restructuring transactions. Unless ALL
THREE of these propositions are approved, the restructuring transactions will
NOT have been approved by the members and, accordingly, will NOT be completed.

Manner of Voting; Costs

   You may vote on the restructuring transactions by attending the special
meeting in person and registering your vote. You may also vote by completing
the enclosed proxy ballot and submitting it in accordance with its
instructions.

   In connection with the proxy ballot solicitation, please note the following
instructions:

  . Please mark the enclosed proxy ballot with respect to each proposition
    and provide your signature, printed name and date where indicated, and
    enclose and seal the completed proxy ballot in the gold envelope
    addressed to the Secretary of the CBOT. Each proxy ballot must be signed
    in order to be effective.

  . Print your name in the upper left-hand corner of the gold envelope and
    deliver or mail it to the Secretary's Office. Alternatively, you may
    submit your completed proxy ballot to the Secretary's Office by
    depositing the proxy ballot in the ballot box located in the fourth floor
    lobby of our offices between the hours of 8:00 a.m. and 2:15 p.m.,
    Central time, on          , 2001.

   You may revoke your proxy at any time before it is voted at the meeting by:

  . sending written notice to Paul J. Draths at the Secretary's Office, Board
    of Trade of the City of Chicago, Inc., 141 West Jackson Boulevard,
    Chicago, IL 60604;

  . submitting a later dated proxy; or

  . attending the special meeting and voting in person.

   Attendance at the special meeting will not automatically revoke your proxy.
All properly executed and unrevoked proxies will be voted at the special
meeting or at any adjournment of the special meeting.

   You may vote "FOR," "AGAINST" OR "ABSTAIN" in the vote on the restructuring
transactions. You should understand that an abstention will not have the legal
effect of voting against the proposal but will be relevant to determining
whether 300 votes have been cast, which is necessary for the proposal to be
approved. A proxy received without an indication as to how it is to be voted
with respect to any of the three proposals constituting the restructuring
transactions will be voted "FOR" such proposal. A proxy with respect to such
proposal that has more than one box marked for a given proposal, e.g., both
"FOR" and "AGAINST," will not be counted as a vote cast. Your proxy must be
received prior to 2:15 p.m., Central time, on             , 2001 to be counted.

   To obtain a replacement proxy, please call Paul J. Draths, Secretary of the
CBOT, at (312) 435-3500 between the hours of 7:30 a.m. and 4:30 p.m., Central
time.

                                      144


   All proxies, ballots and tabulations that identify the vote of a particular
member will be kept confidential, except as necessary to allow the third-party
inspectors designated with respect to the vote on the restructuring to certify
the voting results or to meet other legal requirements. At the CBOT's request,
such inspectors may provide the CBOT with a list of members who have not voted
and periodic status reports on the aggregate vote. These status reports may
include breakdowns of vote totals by different types of membership classes.
However, it is currently expected that the CBOT will not be able to determine
how individual members voted.

   The cost of soliciting proxies will be borne by us. In addition to
solicitation by mail, our directors, officers and employees may solicit proxies
in person or by telephone.

                                 LEGAL MATTERS

   The validity of the shares of common stock offered hereby will be passed
upon for CBOT Holdings by Morris, Nichols, Arsht & Tunnell. Certain legal
matters relating to U.S. federal income tax considerations in connection with
the restructuring transactions will be passed upon for the CBOT by Kirkland &
Ellis. Kirkland & Ellis has in the past represented the CBOT and its board of
directors and continues to represent the CBOT and its board of directors in
connection with various matters. Morris, Nichols, Arsht & Tunnell acts as
special Delaware counsel to the CBOT.

                                    EXPERTS

   The consolidated financial statements of the Board of Trade of the City of
Chicago, Inc. and Subsidiaries as of December 31, 2000 and 1999 and for each of
the three years in the period ended December 31, 2000 included in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing herein and elsewhere in the registration
statement, which report expresses an unqualified opinion and includes an
explanatory paragraph regarding the restatement of the 1999 and 1998
consolidated financial statements by the CBOT to present Ceres as a
consolidated subsidiary, and have been so included in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

   We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act of 1933, as amended, with
respect to the shares of common stock of CBOT Holdings being offered in
connection with the restructuring transactions.

   This proxy statement and prospectus, which constitutes a part of the
registration statement, does not contain all of the information set forth in
the registration statement. Consistent with the rules and regulations of the
SEC, some items of information are contained in exhibits to the registration
statement. Statements made in this proxy statement and prospectus as to the
content of any contract, agreement or other document filed or incorporated by
reference as an exhibit to the registration statement are not necessarily
complete. You should refer to the corresponding exhibit for a more complete
description of the relevant matter and read all statements in this proxy
statement and prospectus with due consideration of that exhibit.

   Following effectiveness of the registration statement, CBOT Holdings will be
required to file periodic reports and other information with the SEC. The SEC
filings of CBOT Holdings are available to the public at the SEC's web site at
http://www.sec.gov.

                                      145


                                   APPENDIX A

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                         INDEX TO FINANCIAL STATEMENTS



                                                                            Page
                                                                            ----
                                                                         
Independent Auditors' Report..............................................   A-2

Consolidated Statements of Financial Condition as of December 31, 2000 and
 1999.....................................................................   A-3

Consolidated Statements of Income for the Years Ended December 31, 2000,
 1999 and 1998............................................................   A-4

Consolidated Statements of Members' Equity for the Years Ended December
 31, 2000, 1999 and 1998..................................................   A-5

Consolidated Statements of Cash Flows for the Years Ended December 31,
 2000, 1999 and 1998......................................................   A-6

Notes to Consolidated Financial Statements................................   A-7

Condensed Consolidated Statements of Financial Condition as of June 30,
 2001 and December 31, 2000 (Unaudited)...................................  A-20

Condensed Consolidated Statements of Income for the Six Months Ended June
 30, 2001 and 2000 (Unaudited)............................................  A-21

Condensed Consolidated Statements of Members' Equity for the Six Months
 Ended June 30, 2001 and 2000 (Unaudited).................................  A-22

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 June 30, 2001 and 2000 (Unaudited).......................................  A-23

Notes to Condensed Consolidated Financial Statements (Unaudited)..........  A-24


                                      A-1


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Members
of the Board of Trade of the City of Chicago, Inc.

   We have audited the accompanying consolidated statements of financial
condition of the Board of Trade of the City of Chicago, Inc. and its
subsidiaries (the "CBOT") as of December 31, 2000 and 1999 and the related
consolidated statements of income, members' equity and cash flows for each of
the three years in the period ended December 31, 2000. These consolidated
financial statements are the responsibility of the CBOT's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe our audits provide a reasonable basis for
our opinion.

   In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Board of Trade of the City
of Chicago, Inc. and its subsidiaries as of December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.

   As discussed in Note 1 to the consolidated financial statements, the
accompanying 1999 and 1998 consolidated financial statements have been
restated.

/s/ Deloitte & Touche LLP

Chicago, Illinois
February 14, 2001
(March 2, 2001 as to Note 13)

                                      A-2


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                           December 31, 2000 and 1999
                                 (in thousands)



                           ASSETS                               2000     1999
                           ------                             -------- --------
                                                                 
Current assets
  Cash and cash equivalents:
    Held under deposit and membership transfers.............. $  4,653 $  4,458
    Unrestricted.............................................   23,552   17,991
                                                              -------- --------
      Total cash and cash equivalents........................   28,205   22,449
  Accounts receivable, net...................................   20,920   16,733
  Prepaid expenses and other.................................    3,129    2,927
  Income taxes receivable....................................      127    7,234
                                                              -------- --------
      Total current assets...................................   52,381   49,343
Property and equipment
  Land.......................................................   34,234   34,234
  Buildings and equipment....................................  305,922  293,416
  Furnishings and fixtures...................................  153,504  173,677
  Computer software and systems..............................   50,203   26,760
  Construction in progress...................................      938      826
                                                              -------- --------
      Total property and equipment...........................  544,801  528,913
  Less accumulated depreciation and amortization.............  239,745  219,507
                                                              -------- --------
      Property and equipment--net............................  305,056  309,406
Other assets.................................................   14,757   14,630
                                                              -------- --------
Total assets................................................. $372,194 $373,379
                                                              ======== ========


               LIABILITIES AND MEMBERS' EQUITY
               -------------------------------
                                                                 
Current liabilities
  Accounts payable........................................... $ 17,805 $ 20,087
  Accrued real estate taxes..................................    8,500    8,650
  Accrued pension liabilities................................      844    2,732
  Accrued exchange fee refunds...............................      384    2,205
  Accrued liabilities........................................    7,954    3,236
  Due to CBOT/Eurex Alliance.................................    8,939      --
  Funds held for deposit and membership transfers............    4,653    4,458
  Note payable...............................................    9,282      --
  Current portion of long-term debt..........................   18,014    6,500
  Other current liabilities..................................      155      408
                                                              -------- --------
      Total current liabilities..............................   76,530   48,276

Deferred income taxes........................................   28,572   26,755
Long-term debt...............................................   64,286   87,500
Other liabilities............................................   11,486    9,874
                                                              -------- --------
      Total long-term liabilities............................  104,344  124,129
                                                              -------- --------
      Total liabilities......................................  180,874  172,405
Members' equity..............................................  191,320  200,974
                                                              -------- --------
Total liabilities and members' equity........................ $372,194 $373,379
                                                              ======== ========


                 See notes to consolidated financial statements

                                      A-3


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

              For the Years Ended December 31, 2000, 1999 and 1998
                                 (in thousands)




                                                    2000      1999      1998
                                                  --------  --------  --------
                                                             
Revenues:
  Exchange fees.................................. $101,981  $102,545  $112,115
  Market data....................................   61,060    54,028    53,100
  Building.......................................   24,530    22,653    21,876
  Services.......................................   17,848    20,279    16,907
  Dues...........................................    5,484       389       414
  Other..........................................    2,016     3,002       826
                                                  --------  --------  --------
    Total revenues...............................  212,919   202,896   205,238
Expenses:
  Salaries and benefits..........................   56,391    64,133    57,991
  Depreciation and amortization..................   40,013    36,140    33,764
  Professional services..........................   32,459    32,490    19,924
  General and administrative expenses............   52,299    50,988    45,267
  Building operating costs.......................   22,584    23,171    22,572
  Programs.......................................    3,539     7,280     8,802
  Other..........................................    8,261       327       --
                                                  --------  --------  --------
    Total expenses...............................  215,546   214,529   188,320
                                                  --------  --------  --------
Income (loss) from operations....................   (2,627)  (11,633)   16,918
Interest income..................................    1,242     1,052     1,947
Interest expense.................................    6,773     6,774     7,170
                                                  --------  --------  --------
Income (loss) before income taxes and cumulative
 effect of change in accounting principle........   (8,158)  (17,355)   11,695
Provision (benefit) for income taxes
  Current........................................      133    (1,198)    3,160
  Deferred.......................................    1,817    (1,697)    1,891
                                                  --------  --------  --------
    Total provision (benefit) for income taxes...    1,950    (2,895)    5,051
                                                  --------  --------  --------
Income (loss) before cumulative effect of change
 in accounting principle.........................  (10,108)  (14,460)    6,644
Cumulative effect of change in accounting
 principle--net of tax benefit of $2,026.........      --      2,920       --
                                                  --------  --------  --------
Income (loss) before minority interest...........  (10,108)  (17,380)    6,644
Minority interest in (income) loss of
 subsidiaries....................................      --      6,933       (38)
                                                  --------  --------  --------
Net income (loss)................................ $(10,108) $(10,447) $  6,606
                                                  ========  ========  ========


                 See notes to consolidated financial statements

                                      A-4


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY

              For the Years Ended December 31, 2000, 1999 and 1998
                                 (in thousands)



                                                     2000      1999      1998
                                                   --------  --------  --------
                                                              
BALANCE--Beginning of year........................ $200,974  $211,047  $203,911
Net income (loss).................................  (10,108)  (10,447)    6,606
Capital contributions.............................      454       374       530
                                                   --------  --------  --------
BALANCE--End of year.............................. $191,320  $200,974  $211,047
                                                   ========  ========  ========





                 See notes to consolidated financial statements

                                      A-5


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

              For the Years Ended December 31, 2000, 1999 and 1998
                                 (in thousands)



                                                    2000      1999      1998
                                                  --------  --------  --------
                                                             
Cash flows from operating activities:
 Net income (loss)............................... $(10,108) $(10,447) $  6,606
 Adjustments to reconcile net income (loss) to
  net cash flows from operating activities:
   Cumulative effect of change in accounting
    principle....................................      --      4,946       --
   Depreciation and amortization.................   40,013    36,140    33,764
   Loss on disposition of property and equipment.    3,800       220     1,421
   Deferred income taxes (benefit)...............    1,817    (1,697)    1,891
   Minority interest in income (loss) of
    subsidiaries.................................      --     (6,933)       38
   Other.........................................      --        (19)       (5)
 Changes in assets and liabilities:
   Accounts receivable...........................   (4,187)    2,551    (1,411)
   Prepaid expenses and other current assets.....     (202)       28       249
   Income taxes receivable.......................    7,107       241    (4,489)
   Other assets..................................     (949)   (4,187)   (5,328)
   Accounts payable..............................   (2,282)   (6,058)    4,824
   Accrued real estate taxes.....................     (150)       97       307
   Accrued pension liabilities...................   (1,888)      749       178
   Accrued exchange fee refunds..................   (1,821)    1,448      (114)
   Accrued liabilities...........................    4,718     1,308      (263)
   Due to CBOT/Eurex Alliance....................    8,939       --        --
   Funds held for deposit and membership
    transfers....................................      195      (862)   (2,208)
   Other current liabilities.....................     (253)      (29)       19
   Other liabilities.............................    1,612      (187)   (3,152)
                                                  --------  --------  --------
     Net cash flows from operating activities....   46,361    17,309    32,327
Cash flows from investing activities:
 Acquisition of property and equipment...........  (38,497)  (25,165)  (26,985)
 Proceeds from sale of property and equipment....      356       390       --
 Investment in CBOT/Eurex Alliance...............     (500)      --        --
                                                  --------  --------  --------
     Net cash flows from investing activities....  (38,641)  (24,775)  (26,985)
Cash flows from financing activities:
 Payments of mortgage note and unsecured note....      --        --     (1,662)
 Payment of 1997 revolving credit agreement......  (19,000)   (5,000)   (6,000)
 Proceeds from 2000 secured revolving credit
  agreement......................................    7,300       --        --
 Note payable....................................    9,282       --        --
 Capital contributions from members..............      454       374       530
 Capital contributions from minority interest in
  subsidiaries...................................      --        723     3,280
 Distributions to minority interest in
  subsidiaries...................................      --       (400)   (5,943)
                                                  --------  --------  --------
     Net cash flows from financing activities....   (1,964)   (4,303)   (9,795)
                                                  --------  --------  --------
Net increase (decrease) in cash and cash
 equivalents.....................................    5,756   (11,769)   (4,453)
Cash and cash equivalents--Beginning of year.....   22,449    34,218    38,671
                                                  --------  --------  --------
Cash and cash equivalents--End of year........... $ 28,205  $ 22,449  $ 34,218
                                                  ========  ========  ========
Cash paid for:
 Interest........................................ $  6,166  $  6,797  $  6,943
                                                  ========  ========  ========
 Income taxes.................................... $    --   $    --   $  8,917
                                                  ========  ========  ========


                 See notes to consolidated financial statements

                                      A-6


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Years Ended December 31, 2000, 1999 and 1998

1. Summary of significant accounting policies

 Basis of presentation

   The consolidated financial statements include the accounts of the Board of
Trade of the City of Chicago, Inc., its wholly owned subsidiaries, including
Electronic Chicago Board of Trade, Inc. ("eCBOT") established in 2000, and its
controlled subsidiary, Ceres Trading Limited Partnership ("Ceres"), which holds
a 50% ownership interest in CBOT/Eurex Alliance LLC ("CBOT/Eurex Alliance")
(collectively, the "CBOT"). The CBOT accounts for its interest in CBOT/Eurex
Alliance under the equity method. The CBOT's investment in CBOT/Eurex Alliance
is included in other assets on the Consolidated Statements of Financial
Condition. All intercompany balances and transactions have been eliminated in
consolidation.

   Subsequent to the issuance of CBOT's consolidated financial statements for
the year ended December 31, 1999, management determined that Ceres should have
been accounted for as a consolidated subsidiary rather than under the equity
method of accounting. This determination was made based on a reassessment of
the rights of the limited partners of Ceres and a determination that such
limited partners do not have rights that allow them to participate in the
management of Ceres or rights that limit the CBOT's ability to control the
operations of Ceres. As required by Accounting Principles Board Opinion No. 20,
the accompanying 1999 and 1998 consolidated financial statements have been
restated to correct the error in accounting for Ceres and to present Ceres as a
consolidated subsidiary of the CBOT. A summary of the significant effects of
the restatement is as follows (in thousands):



                                               1999                 1998
                                        -------------------  -------------------
                                            As                   As
                                        Previously    As     Previously    As
                                         Reported  Restated   Reported  Restated
                                        ---------- --------  ---------- --------
                                                            
     Current assets....................  $ 49,838  $ 49,343   $         $
     Total assets......................   366,101   373,379
     Current liabilities...............    40,998    48,276
     Total liabilities.................   165,127   172,405
     Members' equity...................   200,974   200,974
     Revenues..........................   182,905   202,896   181,978   205,238
     Net income (loss).................   (10,447)  (10,447)    6,606     6,606


   In conjunction with its proposed restructuring plans to demutualize the
organization, on January 26, 2001 the CBOT filed its Registration Statement
with the Securities and Exchange Commission.

 Operations

   The CBOT has experienced losses in 1999 and 2000. In addition, CBOT has debt
obligations coming due in the first half of 2001. As a result of these
circumstances, management of CBOT has established a plan to improve cash flow
and working capital. To generate cash earlier in 2001, the CBOT has accelerated
the period by which member dues are billed and collected, from a quarterly to
an annual billing cycle, with the 2001 dues payable January 1, 2001. Management
developed, and the board of directors has approved, the CBOT's operating budget
for 2001. This plan includes the full year impact of rate increases to exchange
fees implemented September 1, 2000 and certain reductions to capital and
operational spending. In addition, the CBOT plans to defer certain
technological enhancements not deemed crucial to the operation of the open
outcry system and of the a/c/e system. Trading revenue assumed by the plan is
based on levels of trading historically experienced by the CBOT, but lower than
that for 2000.

                                      A-7


 Use of estimates

   The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

 Property and equipment

   Property and equipment, excluding land, are reported at historical cost, net
of accumulated depreciation. Land is reported at cost. Computer software and
systems include purchased and internally developed software. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets as follows:

                                                         
      Buildings and equipment.................................... 10 to 60 years
      Furnishings and fixtures...................................  3 to 10 years
      Computer software and systems..............................   3 to 5 years

      

   On October 1, 1999, the CBOT, through Ceres, entered into a Software
Licensing Agreement (the "License") with Deutsche Borse AG and the Swiss Stock
Exchange for use of software for trading financial derivative products. The
License continues into perpetuity unless terminated by Ceres and is being
amortized over 3 years. The cost of such license is included in Computer
Software and Systems in the Consolidated Statements of Financial Condition.

 Revenue recognition

   The largest source of the CBOT's operating revenues is exchange fees. These
fees are recognized as revenue in the same period that the trades are made
through the CBOT.

   The CBOT provides real time and delayed market data information to market
data vendors regarding the prices of the futures and options on futures
contracts traded through the CBOT. Fees for market data, which are based on the
number of subscribers are remitted to the CBOT by market data vendors. The CBOT
recognizes revenue for market data based on quotation services provided to
market data vendors on a monthly basis. These revenues are included in Market
Data in the Consolidated Statements of Income.

   Revenues from the rental of office space is recognized over the life of the
lease term utilizing the straight- line method and is included in Building in
the Consolidated Statements of Income. All service revenues and other revenues
are recognized when earned.

   Dues from members are recognized over the assessment period. The CBOT
assessed dues on a quarterly basis beginning in June 2000. Prior to June 2000,
dues had been waived by the CBOT as a result of its cash flow and working
capital position. The waiver of dues by the CBOT in previous periods had no
impact on the CBOT's billing of annual dues for 2001 on January 1, 2001.

   Other revenue results primarily from fines levied on members and member's
firms for rule infractions, as determined by CBOT's regulatory committees and
the board of directors. The fines are recognized as revenue when assessed.

 Income taxes

   The CBOT and its wholly owned subsidiaries file a consolidated federal
income tax return. Income taxes are determined using the asset and liability
method, which requires deferred taxes be adjusted to reflect the tax rates at
which future taxable amounts will be settled and realized. The provision for
federal income taxes excludes any amount related to the minority interest's
portion of income or loss since they are required to report their respective
shares of income or loss in their individual tax returns.

                                      A-8


 Cash flows

   For purposes of the Consolidated Statements of Cash Flows, cash and cash
equivalents include highly liquid investments with maturities of three months
or less from date of purchase.

 Long-lived assets

   Long-lived assets to be held and used by the CBOT are reviewed to determine
whether any events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. The CBOT bases its evaluation on
such impairment indicators as the nature of the assets, the future economic
benefit of the assets, any historical or future profitability measurements, as
well as other external market conditions or factors that may be present. If
such impairment indicators are present or other factors exist that would
indicate that the carrying amount of the asset may not be recoverable, the CBOT
determines whether an impairment has occurred through the use of an
undiscounted cash flows analysis of assets at the lowest level for which
identifiable cash flows exist. In the event of an impairment, the CBOT
recognizes a loss for the difference between the carrying amount and the
estimated value of the asset as measured using quoted market prices or, in the
absence of quoted market prices, a discounted cash flow analysis.

 Operating Segments

   Management has identified three reportable operating segments, Exchange
Trading, Building Services and Electronic Trading. These represent the services
provided by CBOT. The accounting policies of the segments are the same as
described in the summary of significant accounting policies. The CBOT evaluates
segment reporting based on revenues and income from operations.

 Derivative Instruments Held for Purposes Other Than Trading

   The CBOT entered into derivative contracts as a means of reducing the CBOT's
foreign exchange exposures. At inception these contracts were evaluated in
order to determine if they qualified for hedge accounting treatment and are
accounted for either on a deferral, accrual or market value basis, depending on
the nature of the CBOT's hedge strategy and the method used to account for the
hedged item. Hedge criteria include demonstrating the manner in which the hedge
will reduce risk, identifying the specific asset, liability or firm commitment
being hedged, and citing the time horizon being hedged. A monthly evaluation is
performed to ensure that continuing correlation exists between the hedge and
the item being hedged.

 Adoption of new accounting policies

   In 1999, the CBOT adopted Statement of Position ("SOP") 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use." SOP
98-1 provides guidance on accounting for the costs of computer software
developed or modified for internal use. The adoption of SOP 98-1 did not have a
material impact on the consolidated financial statements.

   In 1999, the CBOT also adopted SOP 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 requires that start-up activities be expensed as
incurred. Previously, start-up activities were capitalized and amortized on a
straight-line basis over 60 months. The cumulative effect of this change in
accounting principle of $2,920,000, net of tax benefit of $2,026,000, is
reflected in the Consolidated Statement of Income for the year ended December
31, 1999.

 Recent accounting pronouncements

   Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended and interpreted,
requires recognition of all derivative instruments in the Consolidated
Statements of Financial Condition as either assets or liabilities and the
measurement of those instruments at fair value. SFAS No. 133 also requires
changes in the fair value of the derivative instruments to be recorded each
period in current earnings or other comprehensive income depending on the
intended use of the derivatives. If the derivative is designated in a fair-
value hedge, the changes in the fair value of the

                                      A-9


derivative and the hedged item will be recognized in earnings. If the
derivative is designated in a cash-flow hedge, changes in the fair value of the
derivative will be recorded in other comprehensive income and will be
recognized in the Consolidated Statements of Income when the hedged item
affects earnings. SFAS No. 133 defines new requirements for designation and
documentation of hedging relationships as well as ongoing effectiveness
assessments in order to use hedge accounting. For a derivative that does not
qualify as a hedge, changes in fair value will be recognized in earnings. SFAS
No. 133 is required to be adopted by the CBOT effective January 1, 2001. The
CBOT expects that at January 1, 2001, it will record approximately $100,000 as
a cumulative transition adjustment to earnings relating to derivatives not
designated as hedges prior to adoption of SFAS No. 133 and to derivatives
designated in fair-value type hedges prior to adopting SFAS No. 133, and
approximately $500,000 in other comprehensive income as a cumulative transition
adjustment for derivatives designated in cash-flow type hedges prior to
adopting SFAS No. 133.

 Prior year reclassifications

   Certain reclassifications have been made in prior year amounts to conform to
current year presentations.

2. Minority Interests in Subsidiaries

   Ceres was formed by the CBOT, as general partner, for the purpose of
engaging in activities related to financial and futures markets. The CBOT,
through eCBOT, as general partner, holds a 10% interest in, and controls Ceres.
Furthermore, the limited partners in Ceres do not have restrictive rights that
would limit the CBOT's ability to control Ceres. Members of the CBOT are
limited partners of Ceres. Under the terms of the Ceres partnership agreement,
income and losses are allocated to the general partner and limited partners
based on their partnership interests. Losses in excess of limited partner
capital accounts are allocated to eCBOT, as general partner.

   In 1997, Ceres acquired a 60% interest in Chicago Board Brokerage, LLC
("CBB"). During 1999, CBB was dissolved. In conjunction with the dissolution of
CBB, certain liabilities totaling approximately $789,000 were distributed to
and assumed by the CBOT. The CBOT made full payment in 1999.

   Minority interests in subsidiaries includes the limited partners' interests
in Ceres and the minority interest in CBB.

3. Debt

   Debt at December 31 consisted of the following (in thousands):



                                                         2000    1999    1998
                                                        ------- ------- -------
                                                               
      Private placement senior notes, due in 2007, at
       annual interest rate of 6.81%................... $75,000 $75,000 $75,000
      Unsecured revolving credit agreement, due in
       2001, at annual interest rate based on LIBOR
       (6.13% and 5.11% at December 31, 1999 and 1998,
       respectively), plus .3%.........................     --   19,000  24,000
      Secured revolving credit agreement, due in 2001,
       at an annual interest rate based on LIBOR
       (6.6875% at December 31, 2000), plus .625%......   7,300     --      --
                                                        ------- ------- -------
          Total........................................  82,300  94,000  99,000
      Less current portion.............................  18,014   6,500     --
                                                        ------- ------- -------
          Total........................................ $64,286 $87,500 $99,000
                                                        ======= ======= =======


   In August 2000, the CBOT entered into a secured revolving credit agreement,
under which the CBOT had borrowed $7,300,000 at December 31, 2000. The
borrowing base, secured by certain receivables of the CBOT, will fluctuate
based on receivable balances. The CBOT used the proceeds to repay the 1997
unsecured revolving credit agreement. The secured revolving credit agreement
contains convenants that require, among other things, that the CBOT maintain
specified levels of minimum net worth and meet defined financial ratios.

                                      A-10


   In March 1997, the CBOT issued through a private placement, $75,000,000 in
6.81% senior notes due in 2007. The CBOT entered into an unsecured revolving
credit agreement for an aggregate of $50,000,000, maturing in 2001, under which
the CBOT borrowed $30,000,000. The aggregate commitment under the unsecured
revolving credit agreement was reduced by 25% each year beginning in March
1998.

   During 1999, the CBOT increased the borrowing capacity under its line of
credit agreement to $30,000,000. At December 31, 1999, there were no amounts
borrowed under this agreement. The agreement was cancelled in 2000.

   The aggregated amount of principal repayment requirements of the secured
revolving credit agreement and the private placement senior notes as of
December 31, 2000 are as follows (in thousands):

                               
             2001............................. $18,014
             2002.............................  10,714
             2003.............................  10,714
             2004.............................  10,714
             2005 and thereafter..............  32,144

             

   Ceres has agreed to reimburse Deutsche Borse AG and the Swiss Stock Exchange
(collectively "Eurex") $9,282,000 at December 31, 2000 (10.2 million euros) for
certain software modifications for the a/c/e system. This amount, included in
note payable in the Consolidated Statements of Financial Condition, is due at
various dates during the second quarter of 2001. Payment of 3 million euros
will be due immediately in the event at least 200,000 contracts are traded on
the a/c/e system for five consecutive days.

4. Income taxes

   Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. These temporary
differences result in taxable or deductible amounts in future years.
Differences between financial reporting and tax bases arise most frequently
from differences in the timing of expense recognition.

   Significant components of the CBOT's deferred tax assets and liabilities as
of December 31, 2000 and 1999 are as follows (in thousands):



                                                                 2000    1999
                                                                ------- -------
                                                                  
      Deferred tax liabilities:
        Depreciation........................................... $28,601 $29,988
        Capitalized interest...................................   2,095   2,146
        Other..................................................   5,659     335
                                                                ------- -------
          Total deferred tax liabilities.......................  36,355  32,469
      Deferred tax assets:
        Employee and retiree benefit plans.....................   3,093   4,032
        Other..................................................   4,690   1,682
                                                                ------- -------
          Total deferred tax assets............................   7,783   5,714
                                                                ------- -------
      Net deferred tax liabilities............................. $28,572 $26,755
                                                                ======= =======


   The CBOT has not established a valuation reserve at December 31, 2000 and
1999 as management believes that all deferred tax assets are fully realizable.

   A reconciliation of the statutory federal income tax rate to the effective
income tax rate is as follows:



                                                          2000    1999    1998
                                                          -----   -----   ----
                                                                 
      Statutory federal income tax rate.................. (35.0)% (35.0)% 35.0%
      State income tax rate, net of federal income tax
       effect............................................   1.4    (3.4)   5.1
      Corporate restructuring costs......................  42.3     5.9     --
      Non-deductible expenses............................   6.5     4.5    3.3
      Other, net.........................................   8.7     0.2   (0.2)
                                                          -----   -----   ----
      Effective income tax rate..........................  23.9%  (27.8)% 43.2%
                                                          =====   =====   ====


                                      A-11


5. Membership

   At December 31, 2000 and 1999, the membership consisted of the following:



                                                                     2000  1999
                                                                     ----- -----
                                                                     
      Full memberships.............................................. 1,402 1,402
      Associate memberships.........................................   779   770
      GIMs..........................................................   174   192
      COMs..........................................................   643   643
      IDEMs.........................................................   641   641



   All classes of membership generally have the same relative characteristics
with the exception of voting and trading rights and member preferences.

   In accordance with the CBOT rules and regulations, the members preferences
in dissolution are commensurate with their class of membership. These
preferences along with their respective percentages are as follows:



                                                          Preferences Percentage
                                                          ----------- ----------
                                                                
      Full members.......................................      1.0       77.7%
      Associate memberships..............................    0.167       13.0%
      GIMs...............................................     0.11        8.5%
      IDEMs..............................................    0.005        0.4%
      COMs...............................................    0.005        0.4%
                                                                        ------
                                                                        100.0%
                                                                        ======


   Dues on CBOT memberships were waived for each quarter in 1999 and 1998 as a
result of the CBOT's positive cash flow from operations and working capital
position. The CBOT reinstated dues on memberships in June 2000.

6. Benefit Plans

   Substantially all employees of the CBOT are covered by a noncontributory,
defined benefit pension plan. The benefits of this plan are based primarily on
the years of service and the employees' average compensation levels. The CBOT's
funding policy is to contribute, annually, the maximum amount that can be
deducted for federal income tax purposes. The plan assets are primarily
invested in marketable debt and equity securities.

                                      A-12


   The following provides a reconciliation of pension benefit obligation, plan
assets, funded status and net periodic benefit expense of the plan as of and
for the years ended December 31 (in thousands):



                                                      2000     1999
                                                     -------  -------
                                                        
      Change in benefit obligation:
        Benefit obligation, beginning of year....... $23,799  $22,676
        Service cost................................   1,678    1,575
        Interest cost...............................   1,950    1,604
        Actuarial loss (gain).......................   1,635     (758)
        Benefits paid...............................  (2,710)  (1,298)
                                                     -------  -------
      Benefit obligation, end of year............... $26,352  $23,799
                                                     =======  =======
      Change in plan assets:
        Fair value of plan assets at January 1...... $14,141  $14,521
        Actual return on plan assets................   1,397      550
        Company contributions.......................   5,031      368
        Benefits paid...............................  (2,710)  (1,298)
                                                     -------  -------
      Fair value of plan assets at December 31...... $17,859  $14,141
                                                     =======  =======
      Funded status:
        Funded status of the plan at December 31.... $(8,493) $(9,658)
        Unrecognized cost:
        Actuarial and investment net losses.........   7,156    4,870
        Prior service cost..........................      10        9
        Transition obligation.......................    (204)    (409)
                                                     -------  -------
      Accrued benefit cost.......................... $(1,531) $(5,188)
                                                     =======  =======

                                                      2000     1999     1998
                                                     -------  -------  ------
                                                              
      The components of net periodic benefit cost
       are as follows:
        Service cost................................ $ 1,678  $ 1,575  $1,073
        Interest cost...............................   1,950    1,604   1,327
        Expected return on plan assets..............  (1,397)  (1,306) (1,139)
        Net amortization:
          Transition asset..........................    (204)    (204)   (204)
          Unrecognized prior service cost...........      (1)      15      15
          Unrecognized net loss.....................     394      278     --
                                                     -------  -------  ------
        Net periodic benefit expense................ $ 2,420  $ 1,962  $1,072
                                                     =======  =======  ======


   Accrued benefit costs are included in other long-term liabilities on the
Consolidated Statements of Financial Condition.

   The assumptions used in the measurement of the pension benefit obligation as
of December 31 are as follows:



                                                                     2000  1999
                                                                     ----  ----
                                                                     
      Weighted average discount rate................................ 7.25% 6.5%
      Expected return on plan assets................................ 9.0   9.0
      Rate of compensation increase................................. 5.0   5.0


                                      A-13


   The CBOT has a retiree benefit plan which covers all eligible employees, as
defined. Employees retiring from the CBOT on or after age 55, who have at least
ten years of service, or after age 65 with five years of service, are entitled
to postretirement medical and life insurance benefits. The CBOT continues to
fund benefit costs on a pay-as-you-go basis. These costs totaled approximately
$80,700, $57,500 and $52,000 for the years ended December 31, 2000, 1999 and
1998, respectively.

   The following provides a reconciliation of postretirement obligation, plan
assets, funded status and net periodic benefit cost of the plan as of and for
the years ended December 31 (in thousands):



                                                        2000     1999
                                                       -------  -------
                                                          
      Change in benefit obligation:
        Benefit obligation, beginning of year......... $ 3,490  $ 3,468
        Service cost..................................     238      238
        Interest cost.................................     285      250
        Actuarial loss (gain).........................     161     (408)
        Benefits paid.................................     (85)     (58)
                                                       -------  -------
      Benefit obligation, end of year................. $ 4,089  $ 3,490
                                                       =======  =======
      Change in plan assets:
        Fair value of plan assets at January 1........ $   --   $   --
        Company contributions.........................      85       58
        Benefits paid.................................     (85)     (58)
                                                       -------  -------
      Fair value of plan assets at December 31........ $   --   $   --
                                                       =======  =======
      Funded status:
        Funded status of the plan at December 31...... $(4,089) $(3,490)
        Unrecognized net gain.........................  (1,035)  (1,252)
        Unrecognized transition obligation............   1,558    1,688
                                                       -------  -------
      Accrued benefit cost............................ $(3,566) $(3,054)
                                                       =======  =======


                                                        2000     1999    1998
                                                       -------  -------  ----
                                                                
      The components of net periodic benefit cost are
       as follows:
        Service cost.................................. $   237  $   238  $169
        Interest cost.................................     285      250   212
        Expected return on plan assets................     --       --    --
        Net amortization:
          Transition liabilities......................     130      130   130
          Net gain....................................     (56)     (31)  (96)
                                                       -------  -------  ----
      Net periodic benefit cost....................... $   596  $   587  $415
                                                       =======  =======  ====

   Accrued benefit costs are included in other long-term liabilities on the
Consolidated Statements of Financial Condition.

   The assumptions used in the measurement of the postretirement obligation as
of December 31 are as follows:

                                                        2000     1999
                                                        ----     ----
                                                           
      Weighted average discount rate..................  7.25%     6.5%
      Rate of compensation increase...................   5.0      5.0


   The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 11% in 2000 and 1999 (decreasing by 1%
per year until a long-term rate of 5% is reached). If the health care cost
trend rate assumptions were increased by 1%, the accumulated postretirement
benefit obligation as of December 31, 2000 would be increased by 10%. The
effect of this change on the sum of the service costs and interest cost would
be an increase of 11%. If the health care cost trend rate assumptions were

                                      A-14


decreased by 1%, the accumulated postretirement benefit obligation as of
December 31, 2000 would be decreased by 8%. The effect of this change on the
sum of the service costs and interest cost would be a decrease of 11%.

   In addition to the defined benefit plan, the CBOT maintains a qualified
savings plan pursuant to Section 401(k) of the Internal Revenue Code. The plan
is a defined contribution plan offered to eligible employees of the CBOT, who
meet certain length of service requirements and elect to participate in the
plan. The CBOT will make matching contributions to certain participants based
on a formula specified by the plan. The cost of these matching contributions
amounted to approximately $1,368,000, $1,370,000 and $1,268,000 for the years
ended December 31, 2000, 1999 and 1998, respectively. The CBOT also sponsors a
nonqualified supplemental pension plan for certain former employees. The
liability for this nonqualified plan is funded by life insurance policies on
the lives of the participating employees. The CBOT has established a trust for
the purpose of administering the nonqualified plan.

   The CBOT provides a health plan which provides benefits (hospital, surgical,
major medical and short-term disability) covering full-time salaried employees
of the CBOT. The plan is self-funded by the CBOT as claims are paid. Employees
contribute specified amounts to extend coverage to eligible dependents.

7. Commitments

   Certain office space, data processing and office equipment are leased.
Certain of these leases contain escalation clauses. Rental expense for the
years ended December 31, 2000, 1999 and 1998 was $2,173,000, $2,461,000 and
$2,902,000, respectively. The future minimum rental payments under
noncancelable leases in effect as of December 31, 2000, in the aggregate and
for the next five years, are as follows (in thousands):

                                
             2001.............................. $  632
             2002..............................    287
             2003..............................    243
             2004..............................    187
             2005..............................    144
                                                ------
                 Total......................... $1,493
                                                ======

             

   Building revenues relate primarily to the leasing of office and commercial
space, generally for periods ranging from one to five years. Future minimum
rentals receivable under noncancelable leases in effect as of December 31,
2000, in the aggregate and for the next five years, are as follows (in
thousands):

                               
             2001............................. $22,482
             2002.............................  17,831
             2003.............................  10,521
             2004.............................   5,524
             2005.............................   2,134
             2006 and thereafter..............   1,739
                                               -------
                 Total........................ $60,231
                                               =======

             

   In June 1997, Dow Jones & Company; ("Dow Jones") agreed to license certain
indexes and trademark rights to the CBOT. The initial license fee remitted to
Dow Jones is being amortized over the term of the agreement and is included in
other assets on the Consolidated Statements of Financial Condition. The
agreement, which expires September 30, 2002, requires the CBOT to pay Dow Jones
annual royalties, based on trading volumes with a minimum annual requirement of
$2.0 million.

   The CBOT has established a policy, on Electronic Order Routing Systems
failure, that the maximum responsibility with respect to all claims from member
firms and floor brokers in any period of twelve consecutive months is not to
exceed $3,000,000.

                                      A-15


   Effective in 2000, Ceres entered into an alliance with Eurex for the trading
of financial derivative products on the a/c/e system. Ceres and Eurex each owns
50% of CBOT/Eurex Alliance. Ceres and Eurex contributed initial capital to
CBOT/Eurex Alliance in the amount of $500,000 each. No further capital
contributions are required pursuant to the terms of our alliance. CBOT/Eurex
Alliance and Ceres have commitments with Eurex, Deutsche Borse Systems and
Eurex Frankfort AG for approximately $117 million (120 million euros) as of
December 31, 2000 to fund the operations of the a/c/e system and additional
software enhancements. These payments are due at various times through 2003 as
follows in their approximate U.S. dollar equivalent as of December 31, 2000 (in
thousands):

  
                   2001 $36,183
                   2002  26,078
                   2003  12,770

                   

   As of December 31, 2000, the CBOT had paid in the aggregate about $33.7
million on behalf of the commitments to Eurex, Deutsche Borse Systems and Eurex
Frankfort AG and accrued about $7.7 million on behalf of the commitments.
Furthermore, as discussed in Note 3, Ceres has agreed to reimburse Deutsche
Borse AG and the Swiss Stock Exchange $9,282,000 at December 31, 2000, (10.2
million euros) for certain software modifications for the a/c/e system. This
amount is due at various dates during the second quarter of 2001.

   Certain additional modifications for the a/c/e system developed by Deutsche
Borse AG may be implemented on the a/c/e system for which Ceres has agreed to
reimburse Deutsche Borse AG in the amount of $9.2 million at December 31, 2000
(9.8 million euros) payable at various dates between June 30, 2001 and June 30,
2002. The CBOT currently plans to defer further modifications or updates to the
a/c/e system.

   The CBOT has employment agreements with certain members of management. In
addition, the CBOT entered into an agreement with its former President and
Chief Executive Officer, dated as of April 14, 2000, whereby his employment
agreement dated May 18, 1999, was terminated. The agreement sets forth certain
payments and benefits to include: approximately $1.9 million, paid on May 1,
2000; $1.4 million, payable on January 1 of each year from 2001 through 2003;
and certain medical, insurance and pension benefits. These costs are recognized
in other expense in the Consolidated Statements of Income.

8. Foreign Currency Forward Contracts

   On September 27, 2000, the CBOT entered into foreign exchange forward
contracts with a financial institution to hedge its risk of foreign currency
fluctuations related to certain commitments in Eurodollars to Eurex and related
entities. The notional amount of these contracts total about $29.0 million with
exchange rates ranging from .89429 to .91100 and maturities at various dates
through 2002 which correspond to the terms of the commitments. In December
2000, the CBOT decided not to pursue, at this time, certain software
enhancements for the a/c/e system. The CBOT then entered into about $9.8
million of foreign exchange forward contracts offsetting certain of the
contracts entered into in September 2000. Gains and losses on the forward
contracts, which are hedging commitments, are deferred, and totaled a gain of
about $500,000 at December 31, 2000. A net gain of about $800,000 at December
31, 2000 on all other forward contracts is recognized currently in earnings and
is included in other revenue in the Consolidated Statements of Income.

9. Litigation and Settlement

   The CBOT has been named as a defendant in various lawsuits. Although the
ultimate outcome of these matters cannot be presently determined, it is the
opinion of the management of the CBOT that resolution of these matters will not
have a material adverse effect on the consolidated financial statements.

   Management believes that the right of Full Members to become members of the
Chicago Board Options Exchange, Inc. ("CBOE") will be preserved after the
proposed restructuring transactions. The CBOE has filed a proposed rule change
with the Securities and Exchange Commission whereby this right would be
terminated upon the occurrence of certain events. The CBOT initiated litigation
to protect this right and may take additional action to preserve this right.
Management believes that the outcome of these actions will not have a material
adverse effect on the consolidated financial statements.

                                      A-16


   As a result of the CBOT's proposed restructuring transactions, certain
Associate Members, GIMs, IDEMs and COMs have instituted litigation against
certain Full Members and a proposed class of all Full Members challenging the
proposed allocation of shares to the Associate Members, GIMs, IDEMs and COMs.
Management believes that the complaint is without merit and intends to
vigorously defend the suit on behalf of the individual defendant Full Members.
Management further believes that these proceedings will not have any material
adverse effect on the consolidated financial statements.

   In April 1998 and January 1999, CBB was named as a defendant in two lawsuits
that sought to enjoin CBB from using the software under a license agreement
with Market Data Corporation ("MDC"). In April 1999, CBB entered into
settlement agreements whereby all claims against CBB were dismissed and CBB
received $1.0 million from MDC, which is recognized in the Consolidated
Statements of Income.

10. Deposits of U.S. Treasury Securities

   The rules and regulations of the CBOT require certain minimum financial
requirements for agricultural regularity and conditions of regularity for
originators of GNMA collateralized depository receipts, maintenance of capital
requirements and deposits on pending arbitration matters. To satisfy these
requirements, firms have deposited U.S. Treasury securities with the CBOT.
These deposits are not considered assets and
liabilities of the CBOT, nor does any interest earned on these deposits accrue
to the CBOT. The aggregate market value of these securities was about $15.0
million as of December 31, 2000 and 1999.


                                      A-17


11. Operating Segments

   The CBOT has three reportable operating segments, the Chicago Board of
Trade, Inc. ("Exchange Trading"), C-B-T Corporation ("Building Services," a
wholly owned real estate subsidiary) and Ceres's Electronic Trading Division
("Electronic Trading"), which maintains the electronic trading system. The CBOT
evaluates segment performance based on revenues and income from operations.
Revenues for each segment are based on the type of trading used by the external
customers, or from tenants of the CBOT's buildings. Intercompany transactions
between segments have been eliminated. A summary by operating segment follows
(in thousands):



                               Exchange Building  Electronic   All
                               Trading  Services   Trading    Other    Total
                               -------- --------  ---------- -------  --------
                                                       
Year Ended December 31, 2000
Revenues:
 Exchange fees                 $ 83,789 $    --    $ 18,192  $   --   $101,981
 Market data                     61,060      --         --       --     61,060
 Building                           --    24,530        --       --     24,530
 Services                        17,848      --         --       --     17,848
 Members' dues                    5,484      --         --       --      5,484
 Other                              804      --       1,020      192     2,016
                               -------- --------   --------  -------  --------
Total revenues                  168,985   24,530     19,212      192   212,919
Depreciation and amortization    22,040   13,908      4,065      --     40,013
Income (loss) from operations    21,836  (11,962)   (12,618)     117    (2,627)
Total assets                    100,531  236,342     35,321      --    372,194
Capital expenditures              8,248    3,286     26,963      --     38,497

Year Ended December 31, 1999
Revenues:
 Exchange fees                 $ 83,913 $    --    $ 18,632  $   --   $102,545
 Market data                     53,962      --         --        66    54,028
 Building                           --    22,653        --       --     22,653
 Services                        20,279      --         --       --     20,279
 Members' dues                      389      --         --       --        389
 Other                            1,709      --         --     1,293     3,002
                               -------- --------   --------  -------  --------
Total revenues                  160,252   22,653     18,632    1,359   202,896
Depreciation and amortization    22,100   13,657        117      266    36,140
Income (loss) from operations     7,743  (14,175)    (2,072)  (3,129)  (11,633)
Total assets                    118,305  244,696     10,356       22   373,379
Capital expenditures             11,001    5,676      8,488      --     25,165

Year Ended December 31, 1998
Revenues:
 Exchange fees                 $ 89,365 $    --    $ 22,750  $   --   $112,115
 Market data                     53,012      --         --        88    53,100
 Building                           --    21,876        --       --     21,876
 Services                        16,907      --         --       --     16,907
 Members' dues                      414      --         --       --        414
 Other                              404      --         --       422       826
                               -------- --------   --------  -------  --------
Total revenues                  160,102   21,876     22,750      510   205,238
Depreciation and amortization    19,564   13,305         20      875    33,764
Income (loss) from operations    34,014  (14,001)     2,448   (5,543)   16,918
Total assets                    130,585  250,620      7,107   12,659   400,971
Capital expenditures             20,038    4,122        701    2,124    26,985


                                      A-18


12. Fair value of financial instruments

   The CBOT believes that the carrying amount for certain of its financial
instruments is a reasonable estimate of fair value. Cash equivalents, accounts
receivable, prepaid expenses and other, and other assets are carried at amounts
which approximate fair value. Similarly, liabilities including accounts payable
and accrued liabilities, current portion of long-term debt, funds held for
deposit and membership transfers and other liabilities are carried at amounts
approximating fair value.

   The carrying value of long-term debt approximates fair value. Fair value is
estimated using discounted cash flow analyses, based on the CBOT's estimated
incremental borrowing rate on borrowings with similar terms and maturities.

   The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 2000 and 1999. Although management
is not aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for purposes
of these financial statements since that date, and current estimates of fair
value may differ significantly from the amounts presented herein.

13. Subsequent Events

   On February 15, 2001, a purchaser of the CBOT's market data filed a
voluntary bankruptcy petition under Chapter 11. As a result, the CBOT
established an allowance of about $2,100,000 for amounts receivable from this
entity.

   In February 2001, the CBOT entered into an employment agreement with its new
president as well as amended two employment agreements with current executives
of the CBOT. The agreements call for, among other incentives and benefits,
payments in the aggregate of about $3,000,000 during 2001.

                                   * * * * *


                                      A-19


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           (Unaudited) (in thousands)



                                                          June 30,  December 31,
                         ASSETS                             2001        2000
                         ------                           --------  ------------
                                                              
Current assets:
  Cash and cash equivalents:
    Unrestricted......................................... $ 29,072    $ 23,552
    Held under deposit and membership transfers..........    1,511       4,653
    Restricted...........................................      909         --
                                                          --------    --------
      Total cash and cash equivalents....................   31,492      28,205
  Accounts receivable, net...............................   21,787      20,920
  Other current assets...................................    1,961       3,256
                                                          --------    --------
      Total current assets...............................   55,240      52,381
Property and equipment:
  Land...................................................   34,234      34,234
  Buildings and equipment................................  306,520     305,922
  Furnishings and fixtures...............................  148,625     153,504
  Computer software and systems..........................   56,665      48,682
  Construction in progress...............................      --          938
                                                          --------    --------
      Total property and equipment.......................  546,044     543,280
  Less accumulated depreciation and amortization.........  254,594     239,443
                                                          --------    --------
      Property and equipment--net........................  291,450     303,837
Other assets.............................................   14,960      15,976
                                                          --------    --------
Total assets............................................. $361,650    $372,194
                                                          ========    ========


             LIABILITIES AND MEMBERS' EQUITY
             -------------------------------
                                                              
Current liabilities:
  Accounts payable....................................... $  9,391    $ 17,805
  Due to CBOT/Eurex Alliance.............................    5,481       8,939
  Funds held for deposit and membership transfers........    1,511       4,653
  Note payable...........................................    7,716       9,282
  Current portion of long-term debt......................   13,822      18,014
  Deferred revenue.......................................    4,581         155
  Other current liabilities..............................   26,509      17,682
                                                          --------    --------
      Total current liabilities..........................   69,011      76,530
Long-term liabilities:
  Deferred income taxes..................................   25,118      28,572
  Long-term debt.........................................   59,976      64,286
  Other liabilities......................................    9,489      11,486
                                                          --------    --------
      Total long-term liabilities........................   94,583     104,344
                                                          --------    --------
      Total liabilities..................................  163,594     180,874
Members' equity:
  Members' equity........................................  198,112     191,320
  Accumulated other comprehensive loss...................      (56)        --
                                                          --------    --------
      Total members' equity..............................  198,056     191,320
                                                          --------    --------
Total liabilities and members' equity.................... $361,650    $372,194
                                                          ========    ========

            See notes to condensed consolidated financial statements

                                      A-20


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited) (in thousands)



                                                             Six Months Ended
                                                                 June 30,
                                                             ------------------
                                                               2001      2000
                                                             --------  --------
                                                                 
Revenues:
  Exchange fees............................................  $ 63,316  $ 54,454
  Market data..............................................    32,102    29,330
  Building.................................................    12,589    12,717
  Services.................................................     6,401     9,638
  Dues.....................................................     4,614       917
  Other....................................................       550       684
                                                             --------  --------
    Total revenues.........................................   119,572   107,740
Expenses:
  Salaries and benefits....................................    29,845    30,723
  Depreciation and amortization............................    21,984    18,181
  Professional services....................................    10,039    14,491
  General and administrative expenses......................    28,691    21,802
  Building operating costs.................................    11,738    12,135
  Programs.................................................       931     1,578
  Other....................................................     2,000     8,330
                                                             --------  --------
    Total expenses.........................................   105,228   107,240
                                                             --------  --------
Income from operations.....................................    14,344       500

  Interest income..........................................       589       671
  Interest expense.........................................     3,359     2,721
                                                             --------  --------
Income (loss) before income taxes and cumulative effect of
 change in accounting principle............................    11,574    (1,550)
Provision for income taxes:
  Current..................................................     8,381     4,517
  Deferred.................................................    (3,454)   (3,111)
                                                             --------  --------
    Total provision for income taxes.......................     4,927     1,406
                                                             --------  --------
Income (loss) before cumulative effect of change in
 accounting principle......................................     6,647    (2,956)
Cumulative effect of change in accounting principle--net of
 tax.......................................................        51       --
                                                             --------  --------
  Net income (loss)........................................  $  6,596  $ (2,956)
                                                             ========  ========


            See notes to condensed consolidated financial statements

                                      A-21


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
                           (Unaudited) (in thousands)



                                                         Accumulated
                                                            Other
                                              Members'  Comprehensive
                                               Equity       Loss       Total
                                              --------  ------------- --------
                                                             
Balance--December 31, 1999................... $200,974                $200,974
Comprehensive income:
  Net loss...................................   (2,956)                 (2,956)
                                                                      --------
  Total comprehensive loss...................                           (2,956)
Capital contributions........................      174                     174
                                              --------                --------
Balance--June 30, 2000....................... $198,192                $198,192
                                              ========                ========

Balance--December 31, 2000................... $191,320     $  --      $191,320
Comprehensive income:
  Net income.................................    6,596                   6,596
  Transition adjustment for adoption of new
   accounting pronouncement..................                 462
  Unrealized loss on foreign exchange forward
   contracts.................................              (1,731)
  Reclass of foreign exchange forward
   contract loss.............................               1,176
  Tax effect.................................                  37
                                                           ------
    Total accumulated other comprehensive
     loss....................................                 (56)         (56)
                                                                      --------
    Total comprehensive income...............                            6,540
Capital contributions........................      196                     196
                                              --------     ------     --------
Balance--June 30, 2001....................... $198,112     $  (56)    $198,056
                                              ========     ======     ========





            See notes to condensed consolidated financial statements

                                      A-22


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited) (in thousands)



                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                                
Cash flows from operating activities:
  Net income (loss)........................................ $  6,596  $ (2,956)
  Adjustments to reconcile net income to net cash flows
   from operating activities:
    Cumulative effect of change in accounting principle....       87       --
    Depreciation and amortization..........................   21,984    18,181
    Loss on disposition of property and equipment..........    1,346       371
    Deferred income taxes..................................   (3,454)   (3,111)
    Changes in assets and liabilities......................   (3,809)    6,369
                                                            --------  --------
    Net cash flows from operating activities...............   22,750    18,854
Cash flows from investing activities:
  Acquisition of property and equipment....................   (9,720)  (15,847)
  Proceeds from sale of property and equipment.............       68       107
  Investment in CBOT/Eurex Alliance........................      --       (500)
                                                            --------  --------
    Net cash flows used in investing activities............   (9,652)  (16,240)
Cash flows from financing activities:
  Payment of private placement senior notes................  (10,714)      --
  Payment of 1997 revolving credit agreement...............   (7,300)   (6,500)
  Proceeds from secured note payable.......................   10,000       --
  Payment of secured note payable..........................     (489)      --
  Additions to note payable................................    8,675       --
  Payment of note payable..................................  (10,179)      --
  Capital contributions from members.......................      196       174
                                                            --------  --------
    Net cash flows used in financing activities............   (9,811)   (6,326)
                                                            --------  --------
Net increase (decrease) in cash and cash equivalents.......    3,287    (3,712)
Cash and cash equivalents--Beginning of period.............   28,205    22,449
                                                            --------  --------
Cash and cash equivalents--End of period................... $ 31,492  $ 18,737
                                                            ========  ========
Cash paid for:
  Interest................................................. $  3,310  $  3,365
                                                            ========  ========
  Taxes.................................................... $  6,500  $    --
                                                            ========  ========


            See notes to condensed consolidated financial statements

                                      A-23


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1. Summary of significant accounting policies

 Basis of presentation

   The accompanying unaudited condensed consolidated financial statements of
the Board of Trade of the City of Chicago, Inc., its wholly owned subsidiaries,
and its controlled subsidiary, Ceres Trading Limited Partnership ("Ceres")
(collectively, the "CBOT") have been prepared in accordance with Accounting
Principles Board Opinion No. 28 and Rule 10-01 of Regulation S-X promulgated by
the Securities and Exchange Commission (the "SEC"). The condensed consolidated
financial statements include the accounts of the CBOT. All significant
intercompany balances and transactions have been eliminated in consolidation.
These condensed consolidated financial statements do not include all the
necessary disclosures required for complete financial statements.

   In the opinion of the CBOT's management, the accompanying unaudited
condensed consolidated financial statements reflect all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the CBOT's
financial position as of June 30, 2001 and December 31, 2000 and its results of
operations and cash flows for the six month interim periods ended June 30, 2001
and 2000. Interim period operating results may not be indicative of the
operating results for a full year. This information should be read in
conjunction with the audited consolidated financial statements and notes
thereto as of December 31, 2000 and 1999 and for each year in the three year
period ended December 31, 2000.

   For a summary of significant accounting policies (which have not
significantly changed from December 31, 2000) and additional information, see
note 1 to the audited December 31, 2000 consolidated financial statements.

 Adoption of accounting pronouncements

   Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended and interpreted,
requires recognition of all derivative instruments in the Consolidated
Statements of Financial Condition as either assets or liabilities and the
measurement of those instruments at fair value. SFAS No. 133 also requires
changes in the fair value of the derivative instruments to be recorded each
period in current earnings or other comprehensive income depending on the
intended use of the derivatives. If the derivative is designated in a fair-
value hedge, the changes in the fair value of the derivative and the hedged
item will be recognized in earnings. If the derivative is designated in a cash-
flow hedge, changes in the fair value of the derivative will be recorded in
other comprehensive income and will be recognized in the Consolidated
Statements of Income when the hedged item affects earnings. SFAS No. 133
defines new requirements for designation and documentation of hedging
relationships as well as ongoing effectiveness assessments in order to use
hedge accounting. For a derivative that does not qualify as a hedge, changes in
fair value will be recognized in earnings. SFAS No. 133 was adopted by the CBOT
on January 1, 2001. The CBOT recorded approximately $100,000 as a cumulative
transition adjustment to earnings relating to derivatives not designated as
hedges prior to adoption of SFAS No. 133 and to derivatives designated in fair-
value type hedges prior to adopting SFAS No. 133, and approximately $500,000 in
other comprehensive income as a cumulative transition adjustment for
derivatives designated in cash-flow type hedges prior to adopting SFAS No. 133.

 Recent accounting pronouncements

   In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations", which established accounting and reporting
standards for business combinations. All business

                                      A-24


combinations in the scope of this statement are to be accounted for using the
purchase method. The CBOT believes that the adoption of SFAS No. 141 will not
have an impact on the CBOT's financial position or results of operations.

   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which established accounting and reporting standards for acquired
goodwill and other intangible assets. SFAS No. 142 addresses how intangible
assets that are acquired individually or with a group of other assets (but not
those acquired in a business combination) should be accounted for in financial
statements upon their acquisition. SFAS No. 142 also addresses how goodwill and
other intangible assets should be accounted for after they have been initially
recognized in the financial statements. The CBOT has not yet completed its
analysis of the impact, if any, that the adoption of SFAS No. 142 will have on
its financial position or results of operations.

 Use of estimates

   The preparation of the condensed consolidated financial statements in
conformity with accounting principles generally accepted in the United States,
hereafter referred to as "generally accepted accounting principles," requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the financial statements, and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from
those estimates.

2. Debt

   Debt at June 30, 2001 and December 31, 2000 consisted of the following (in
thousands):



                                                           June 30, December 31,
                                                             2001       2000
                                                           -------- ------------
                                                              
      Private placement senior notes, due in 2007, at
       annual interest rate of 6.81%.....................  $64,287    $75,000
      Secured revolving credit agreement, due in 2001, at
       an annual interest rate based on LIBOR (6.6875% at
       December 31, 2000), plus .625%....................      --       7,300
      Secured note payable, due in 2004, at annual
       interest rate of 8.25%............................    9,511        --
                                                           -------    -------
        Total............................................   73,798     82,300
      Less current portion...............................   13,822     18,014
                                                           -------    -------
        Total............................................  $59,976    $64,286
                                                           =======    =======


   In March 2001, the CBOT entered into a secured note payable, under which the
CBOT borrowed $10.0 million. The note payable is secured by certain assets of
the CBOT. The CBOT used the proceeds to retire the secured revolving credit
agreement in the amount of $7.3 million.

   Ceres has agreed to reimburse Deutsche Borse AG and the Swiss Stock Exchange
(collectively "Eurex") approximately $18.4 million (20.2 million euros) for
certain software modifications for the a/c/e system. As of June 30, 2001,
approximately $8.0 million (9.0 million euros) of this amount remains in note
payable in the Condensed Consolidated Statements of Financial Condition, and is
due at various dates through 2002.

3. Commitments

   The CBOT and CBOT/Eurex Alliance have commitments remaining with Deutsche
Borse Systems and Deutsche Borse AG for approximately $49.9 million (58.0
million euros) as of June 30, 2001 according to the

                                      A-25


current price schedule, to fund the operations of the a/c/e system. These
payments are due at various times through June 2003 as follows in their
approximate U.S. dollar equivalent as of June 30, 2001 (in thousands):

                               
             2001............................. $13,977
             2002.............................  25,365
             2003.............................  10,535

             

4. Appreciation Rights

   On February 20, 2001, the CBOT entered into an employment agreement with its
President and Chief Executive Officer (the "Executive"). Under the agreement,
the Executive was granted a right to receive a benefit from the appreciation in
the value of the CBOT's memberships through appreciation units. The memberships
and their related appreciation rights are as follows:



                                               Class of    Number of    Grant
      Membership                             Appreciation Appreciation  Value
      Equivalent                                 Unit        Units     Per Unit
      ----------                             ------------ ------------ --------
                                                              
      1 Full Membership.....................     A-1A          25      $400,000
      1 Full Membership.....................     A-1B          10       600,000
      1 Associate Membership................      A-2          10        80,000
      1 IDEM Membership.....................      A-4           5        10,000
      1 COM Membership......................      A-5           5        20,000


   Each appreciation unit represents the right to receive the excess of the
fair market value of the covered equity over the grant value of each
appreciation unit on the date of which such appreciation unit is exercised. The
fair market value is to be determined by computing the average sale price of
the covered equity over the prior ninety calendar days to the day of exercise.

   The units vest over a four year-year period, with 40% vesting one year after
the grant date and 20% vesting on the same date in each year of the following
three years.

   The CBOT is accounting for the appreciation rights in a manner similar to
stock appreciation rights in accordance with SFAS Interpretation No. 28,
"Accounting for Stock Appreciation Rights and Other Variable Stock Option or
Award Plans" (An interpretation of APB Opinion Nos. 15 and 25). For the six
months ended June 30, 2001, there was no measured compensation expense relating
to the appreciation rights.

5. Foreign Currency Forward Contracts

   At June 30, 2001, the CBOT had foreign exchange forward contracts with a
financial institution to hedge its risk of foreign currency fluctuations
related to certain liabilities and commitments in euros with Eurex and related
entities.

   Foreign exchange forward contracts identified to liabilities and commitments
as cash flow type hedges had notional amounts approximating $6.5 million (7.6
million euros) at June 30, 2001. A loss of approximately $93,000 was recorded
to accrued liabilities and other comprehensive loss for these hedging
commitments at June 30, 2001.

6. Litigation and Settlement

   The CBOT has been named as a defendant in various lawsuits. Although the
ultimate outcome of these matters cannot be presently determined, the CBOT
established an accrual for legal liabilities of $3.0 million during the first
quarter of 2001.

                                      A-26


7. Subsequent Events

   On July 2, 2001, the CBOT entered into foreign exchange forward contracts
with a financial institution to hedge certain risk of foreign currency
fluctuations related to recorded liabilities in euros to Eurex and related
entities. The notional amount of these contracts total about $7.6 million (9.0
million euros) with exchange rates ranging from .8475 to .8485 and maturities
at various dates through December, 2001 which correspond to the terms of the
liabilities.

   On July 31, 2001, the CBOT entered into foreign exchange forward contracts
with a financial institution to hedge certain risk of foreign currency
fluctuations related to certain commitments in euros to Eurex and related
entities. The notional amount of these contracts total about $2.6 million (3.0
million euros) with exchange rates ranging from .8742 to .8758 and maturities
at various dates through December, 2001 which correspond to the terms of the
commitments.

   On September 10, 2001, the CBOT entered into foreign exchange forward
contracts with a financial institution to hedge certain risk of foreign
currency fluctuations related to certain commitments in euros to Eurex and
related entities. The notional amount of these contracts total about $10.0
million (11.1 million euros) with exchange rates ranging from .8974 to .8986
and maturities at various dates through June, 2002 which correspond to the
terms of the commitments.

   On September 26, 2001, the CBOT entered into an agreement with a bank to
provide a $20 million revolving line of credit (the "Revolver".) The agreement
has a maturity date of one year from the closing. Interest related to the
Revolver is payable at the lower of LIBOR plus 2.75% or the prime rate. The
provisions of the agreement contain various covenants which require that the
CBOT maintain specific equity levels and financial ratios.

   In October, the CBOT became a minority interest holder in a joint venture
formed by Chicago Board Options Exchange and the Chicago Mercantile Exchange.
The joint venture is a for-profit company that is intending to facilitate the
electronic trading of single stock-futures. Pursuant to the joint venture
agreement, the CBOT is obligated to make specified capital contributions to the
joint venture. In October, 2001, the CBOT made a capital contribution of
approximately $300,000. The maximum future amount the CBOT could be required to
contribute to the joint venture is approximately $650,000.

                                      A-27


                                   APPENDIX B

                        PRO FORMA FINANCIAL INFORMATION
        OF BOARD OF TRADE OF THE CITY OF CHICAGO, INC. AND SUBSIDIARIES
                          INDEX TO UNAUDITED PRO FORMA
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                                                         
Introduction............................................................... B-2

Condensed Consolidated Statement of Financial Condition as of June 30,
 2001...................................................................... B-3

Condensed Consolidated Statement of Income for the Six Months Ended June
 30, 2001.................................................................. B-4

Condensed Consolidated Statement of Income for the Year Ended December 31,
 2000...................................................................... B-5

Condensed Consolidated Statement of Members' Equity for the Six Months
 Ended June 30, 2001....................................................... B-6

Notes to Condensed Consolidated Financial Statements....................... B-7



                                      B-1


                         UNAUDITED PRO FORMA CONDENSED
                       CONSOLIDATED FINANCIAL STATEMENTS

   The following unaudited pro forma condensed consolidated financial
statements give effect to (i) the issuance of 39,802,650 shares of common
stock, in connection with the proposed demutualization as described elsewhere
in this document and (ii) the proposed acquisition of the Class A and Class B
limited partners' interest in Ceres Trading Limited Partnership by the
borrowing of $20 million to fund a payment of $22,860,000 in exchange for such
interests, as if they had occurred as of June 30, 2001, for purposes of the
unaudited pro forma condensed consolidated statement of financial condition,
and as of the beginning of the six month period ended June 30, 2001 and the
beginning of the year ended December 31, 2000 for purposes of the unaudited pro
forma condensed consolidated statements of income.

   The unaudited pro forma information reflects the acquisition of the limited
partners' interest in Ceres Trading Limited Partnership through the payment of
$22,860,000, which represents the value of the limited partners' interest as of
June 30, 2001. This acquisition will be effected through the purchase of the
limited partner interests of Ceres Trading Limited Partnership at the fair
value on the date of the transaction. As there are no material changes expected
in the operations and business of the Ceres Trading Limited Partnership,
management believes that the fair value of the Ceres Trading Limited
Partnership will not change significantly before the date of completion of the
restructuring transactions. Ceres Trading Limited Partnership will be
liquidated after the proposed transaction has been completed. As of June 30,
2001, there were 3,619 Class A limited partnership units and 60 Class B limited
partnership units outstanding in Ceres Trading Limited Partnership. As of that
date, the CBOT held 16 Class A limited partnership units representing 0.5% of
the outstanding units of that class.

   The number of shares used in the calculation of net income (loss) per share
is based on the shares to be issued to the members and are assumed to be
outstanding from the beginning of the period.

   The unaudited pro forma condensed consolidated financial statements are
based on available information and on assumptions management believes are
reasonable and that reflect the effects of the transactions described above.
These unaudited pro forma condensed consolidated financial statements are
provided for informational purposes only and should not be construed to be
indicative of the CBOT's consolidated financial position or results of
operations had these transactions been consummated on the dates assumed and do
not in any way represent a projection or forecast of the CBOT's consolidated
financial position or results of operations for any future date or period. The
unaudited pro forma condensed consolidated financial statements should be read
in conjunction with the audited consolidated financial statements of the CBOT,
together with the related notes and report of independent auditors, and with
the information set forth under our "Capitalization," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Our
Business".

                                      B-2


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                        STATEMENT OF FINANCIAL CONDITION

                                 June 30, 2001
                                 (in thousands)



                                                                Pro Forma After
                                                            -----------------------
                                                            Issuance of Acquisition
                                                              Common    of Interest
                     ASSETS                        Actual      Stock     in Ceres
                     ------                       --------  ----------- -----------
                                                               
Current assets
  Cash and cash equivalents:
    Unrestricted................................. $ 29,072   $ 29,072    $ 26,212
    Held under deposit and membership transfers..    1,511      1,511       1,511
    Restricted...................................      909        909         909
                                                  --------   --------    --------
      Total cash and cash equivalents............   31,492     31,492      28,632
  Accounts receivable............................   21,787     21,787      21,787
  Prepaid expenses...............................    1,961      1,961       1,961
                                                  --------   --------    --------
      Total current assets.......................   55,240     55,240      52,380
                                                  --------   --------    --------
Property and equipment
  Land...........................................   34,234     34,234      34,234
  Buildings and equipment........................  306,520    306,520     306,520
  Furnishings and fixtures.......................  148,625    148,625     148,625
  Computer software and systems..................   56,665     56,665      56,665
                                                  --------   --------    --------
      Total property and equipment...............  546,044    546,044     546,044
  Less accumulated depreciation and amortization.  254,594    254,594     254,594
                                                  --------   --------    --------
      Property and equipment--net................  291,450    291,450     291,450
Other assets.....................................   14,960     14,960      14,960
                                                  --------   --------    --------
      Total assets............................... $361,650   $361,650    $358,790
                                                  ========   ========    ========

 LIABILITIES, MEMBERS' EQUITY AND STOCKHOLDERS'
                     EQUITY
 ----------------------------------------------
                                                               
Current liabilities
  Accounts payable............................... $  9,391   $  9,391    $  9,391
  Funds held for deposit and membership
   transfers.....................................    1,511      1,511       1,511
  Note payable...................................    7,716      7,716       7,716
  Current portion of long-term debt..............   13,822     13,822      13,822
  Due to CBOT/Eurex Alliance.....................    5,481      5,481       5,481
  Deferred revenue...............................    4,581      4,581       4,581
  Other current liabilities......................   26,509     26,509      26,509
                                                  --------   --------    --------
      Total current liabilities..................   69,011     69,011      69,011
                                                  --------   --------    --------
Deferred income taxes............................   25,118     25,118      25,118
Long-term debt...................................   59,976     59,976      79,976
Other liabilities................................    9,489      9,489       9,489
                                                  --------   --------    --------
      Total long-term liabilities................   94,583     94,583     114,583
                                                  --------   --------    --------
      Total liabilities..........................  163,594    163,594     183,594
Members' equity..................................  198,112        --          --
Preferred stock..................................      --         --          --
Common stock.....................................      --          40          40
Additional paid-in capital.......................      --     198,072     175,212
Accumulated other comprehensive loss.............      (56)       (56)        (56)
                                                  --------   --------    --------
      Total liabilities, members' equity and
       stockholders' equity...................... $361,650   $361,650    $358,790
                                                  ========   ========    ========


 The accompanying introduction and notes are an integral part of this Unaudited
       Pro Forma Condensed Consolidated Statement of Financial Condition

                                      B-3


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

                     For the Six Months Ended June 30, 2001
                     (in thousands, except per share data)



                                                             Pro Forma After
                                                          ----------------------
                                                          Issuance   Acquisition
                                                          of Common  of Interest
                                                 Actual     Stock     in Ceres
                                                --------  ---------  -----------
                                                            
Revenues:
  Exchange fees................................ $ 63,316  $ 63,316    $ 63,316
  Market data..................................   32,102    32,102      32,102
  Building.....................................   12,589    12,589      12,589
  Services.....................................    6,401     6,401       6,401
  Dues.........................................    4,614     4,614       4,614
  Other........................................      550       550         550
                                                --------  --------    --------
    Total revenue..............................  119,572   119,572     119,572
                                                --------  --------    --------
Expenses:
  Salaries and benefits........................   29,845    29,845      29,845
  Depreciation and amortization................   21,984    21,984      21,984
  Professional services........................   10,039    10,039      10,039
  General and administrative expenses..........   28,691    28,691      28,691
  Building operating costs.....................   11,738    11,738      11,738
  Programs.....................................      931       931         931
  Other........................................    2,000     2,000       2,000
                                                --------  --------    --------
    Total expenses.............................  105,228   105,228     105,228
                                                --------  --------    --------
Income from operations.........................   14,344    14,344      14,344
  Interest income..............................      589       589         589
  Interest expense.............................    3,359     3,359       3,359
                                                --------  --------    --------
Income before income taxes and cumulative
 effect of change in accounting principle......   11,574    11,574      11,574
Provision (benefit) for income taxes
  Current......................................    8,381     8,381       8,381
  Deferred.....................................   (3,454)   (3,454)     (3,454)
                                                --------  --------    --------
    Total provision for income taxes...........    4,927     4,927       4,927
                                                --------  --------    --------
Income before cumulative effect of change in
 accounting principle..........................    6,647     6,647       6,647
Cumulative effect of change in accounting
 principle, net of tax.........................       51        51          51
                                                --------  --------    --------
Net income..................................... $  6,596  $  6,596    $  6,596
                                                ========  ========    ========
Net income per share...........................                       $   0.17
                                                                      ========
Shares used in the calculation of net income
 per share.....................................                         39,803
                                                                      ========


 The accompanying introduction and notes are an integral part of this Unaudited
              Pro Forma Condensed Consolidated Statement of Income

                                      B-4


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

                      For the Year Ended December 31, 2000
                     (in thousands, except per share data)



                                                             Pro Forma After
                                                          ----------------------
                                                          Issuance   Acquisition
                                                          of Common  of Interest
                                                 Actual     Stock     in Ceres
                                                --------  ---------  -----------
                                                            
Revenues:
  Exchange fees................................ $101,981  $101,981    $101,981
  Quotations...................................   61,060    61,060      61,060
  Building.....................................   24,530    24,530      24,530
  Services.....................................   17,848    17,848      17,848
  Dues.........................................    5,484     5,484       5,484
  Other........................................    2,016     2,016       2,016
                                                --------  --------    --------
    Total revenues.............................  212,919   212,919     212,919
                                                --------  --------    --------
Expenses:
  Salaries and benefits........................   56,391    56,391      56,391
  Depreciation and amortization................   40,013    40,013      40,013
  Professional services........................   32,459    32,459      32,459
  General and administrative expenses..........   52,299    52,299      52,299
  Building operating costs.....................   22,584    22,584      22,584
  Programs.....................................    3,539     3,539       3,539
  Other........................................    8,261     8,261       8,261
                                                --------  --------    --------
    Total expenses.............................  215,546   215,546     215,546
                                                --------  --------    --------
Loss from operations...........................   (2,627)   (2,627)     (2,627)
  Interest income..............................    1,242     1,242       1,242
  Interest expense.............................    6,773     6,773       6,773
                                                --------  --------    --------
Loss before income taxes.......................   (8,158)   (8,158)     (8,158)
Provision for income taxes
  Current......................................      133       133         133
  Deferred.....................................    1,817     1,817       1,817
                                                --------  --------    --------
    Total provision for income taxes...........    1,950     1,950       1,950
                                                --------  --------    --------
Net loss....................................... $(10,108) $(10,108)   $(10,108)
                                                ========  ========    ========
Net loss per share.............................                       $  (0.25)
                                                                      ========
Shares used in the calculation of net loss per
 share.........................................                         39,803
                                                                      ========


 The accompanying introduction and notes are an integral part of this Unaudited
              Pro Forma Condensed Consolidated Statement of Income

                                      B-5


                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                                AND SUBSIDIARIES

                         UNAUDITED PRO FORMA CONDENSED
       CONSOLIDATED STATEMENT OF MEMBERS' EQUITY AND STOCKHOLDERS' EQUITY

                     For the Six Months Ended June 30, 2001
                                 (in thousands)



                                                            Pro Forma After
                                                        -----------------------
                                                        Issuance of Acquisition
                                                          Common    of Interest
                                               Actual      Stock     in Ceres
                                              --------  ----------- -----------
                                                           
Members' Equity:
  Members' equity............................ $198,112   $    --     $    --
  Accumulated other comprehensive loss.......      (56)       --          --
                                              --------   --------    --------
    Total members' equity.................... $198,056   $    --     $    --
                                              ========   ========    ========
Stockholders' Equity:
  Preferred stock, 10,000,000 authorized,
   none issued and outstanding............... $    --    $    --     $    --
  Common stock, $0.001 par value, 100,000,000
   shares authorized, 39,802,650 shares
   issued and outstanding....................      --          40          40
  Additional paid-in capital.................      --     198,072     175,212
  Accumulated other comprehensive loss.......      --         (56)        (56)
                                              --------   --------    --------
    Total stockholders' equity............... $    --    $198,056    $175,196
                                              ========   ========    ========


                                      B-6


    NOTES TO UNAUDITED PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   The Unaudited Proforma Condensed Consolidated Statements of Financial
Condition reflects such adjustments as necessary, in the opinion of management,
to reflect the conversion of members' equity to common stock of CBOT Holdings
and payment of $22,860,000 to the limited partners of Ceres in exchange for
their limited partnership interests based on the June 30, 2001 valuation of
Ceres. The actual payment to be made to the limited partners of Ceres will be
based on the final valuation report of Arthur Andersen relating to the
valuation of Ceres as of a date reasonably proximate to the date of the
completion of the Ceres merger.

   The CBOT has estimated $14,300,000 for expenses to be incurrred in
connection with the restructuring transactions. For the six months ended June
30, 2001 and the year ended December 31, 2000, the CBOT has recognized
$1,831,000 and $9,857,000, respectively, of these expenses in the Unaudited
Proforma Condensed Consolidated Statements of Income. The balance of the
estimated expenses to be incurred in connection with the restructuring
transactions is expected to be expended in the second half of 2001 and early
2002.

   Net income (loss) per share for the six months ended June 30, 2001 and the
year ended December 31, 2000 is calculated as follows (in thousands, except per
share amounts):



                                                       June 30, December 31,
                                                         2001       2000
                                                       -------- ------------
                                                          
Net income (loss).....................................  $6,596    $(10,108)
                                                        ======    ========
Weighted average shares outstanding...................  39,803      39,803
                                                        ======    ========
Net income (loss) per common share....................  $ 0.17    $  (0.25)
                                                        ======    ========


                                      B-7


                                   APPENDIX C

                          AGREEMENT AND PLAN OF MERGER


   This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of          , 2001, by and among the Board of Trade of the City of
Chicago, Inc., a Delaware nonstock, not-for-profit corporation ("CBOT"), CBOT
Merger Sub, Inc., a Delaware non-stock, for-profit corporation ("Merger Sub")
and wholly-owned subsidiary of CBOT Holdings, Inc. ("CBOT Holdings") and CBOT
Holdings, CBOT, Merger Sub and CBOT Holdings are referred to collectively
herein as the "Parties." Capitalized terms used but not otherwise defined
herein shall have the meaning assigned to them in the CBOT's Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws, which
includes the CBOT's Rules and Regulations (collectively, the "CBOT Organization
Documents"), in each case, as may be amended from time to time prior to the
Effective Time (as hereinafter defined) in accordance with the terms of the
CBOT Organization Documents and applicable law.

   WHEREAS, CBOT is pursuing a strategic restructuring involving, among other
things, (A) the demutualization of CBOT by creating CBOT Holdings as a stock,
for-profit holding company, (B) the modernization of CBOT's corporate
governance structure and (C) the reorganization and consolidation of CBOT's
electronic trading business (collectively, the "Restructuring Transactions");

   WHEREAS, as part of, and in order to effectuate, the Restructuring
Transactions, Merger Sub will merge with and into CBOT pursuant to this
Agreement, with CBOT surviving and becoming a subsidiary of CBOT Holdings (the
"Merger");

   WHEREAS, at the effective time of, and in connection with, the Merger, the
members of the CBOT will receive a dividend of the common stock of CBOT
Holdings;

   WHEREAS, the boards of directors of CBOT and Merger Sub have each determined
that this Agreement and the Merger are advisable and approved, adopted and
authorized the Merger, this Agreement and their respective performance of their
obligations hereunder.

   NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
expressly acknowledged and agreed, the Parties hereby agree as follows:

                                   ARTICLE I

                               BASIC TRANSACTION

   A. The Merger.

   (1) General. On the terms and subject to the conditions of this Agreement,
Merger Sub shall merge with and into CBOT (as of the Effective Time (as defined
below)), with CBOT as the surviving entity (sometimes referred to herein as the
"Surviving Corporation"), and CBOT shall file a certificate of merger (the
"Certificate of Merger") with the Secretary of State of the State of Delaware
and make all other filings or recordings required by Delaware law in order to
effectuate the Merger. The Merger shall become effective at such time as CBOT
files the Certificate of Merger or as is otherwise specified in the Certificate
of Merger (the "Effective Time"). The Surviving Corporation may, at any time
after the Effective Time, take any action (including executing and delivering
any document) in the name of and on behalf of Merger Sub, CBOT or the members
of the CBOT immediately prior to the Effective Time that the Surviving
Corporation, in its sole and conclusive discretion, deems necessary or
advisable in order to effect the transactions contemplated by this Agreement.

                                      C-1


   (2) Surviving Entity. At the Effective Time, Merger Sub shall be merged with
and into CBOT, whereupon the separate existence of the Merger Sub shall cease,
and CBOT shall be the surviving entity of the Merger in accordance with Section
255 of the Delaware General Corporation Law.

   (3) Closing. The closing of the Merger (the "Closing") shall take place at
the offices of Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois,
60601, or at such other place, date and time as CBOT may determine (the
"Closing Time"), which time shall be on or after the time at which all
conditions to consummate the transactions contemplated hereby are satisfied or
waived by CBOT.

   (4) Certificate of Incorporation; Bylaws; Rules and Regulations; Name. From
and after the Effective Time, and until thereafter amended in accordance with
applicable law, the Amended and Restated Certificate of Incorporation attached
hereto as Exhibit A shall be the Amended and Restated Certificate of
Incorporation of the Surviving Corporation (the "Surviving Charter"). From and
after the Effective Time, and until thereafter amended in accordance with
applicable law, the Bylaws attached hereto as Exhibit B shall be the Bylaws of
the Surviving Corporation (the "Surviving Bylaws"). From and after the
Effective Time, and until thereafter amended in accordance with applicable law,
the Rules and Regulations attached hereto as Exhibit C shall be the Rules and
Regulations of the Surviving Corporation (the "Surviving Rules and Regulations"
and together with the Surviving Charter and Surviving Bylaws, the "Surviving
Organization Documents").

   (5) Name. The name of the Surviving Corporation shall remain "Board of Trade
of the City of Chicago, Inc."

   (6) Directors and Officers. At the Effective Time, the directors and
officers of CBOT in office immediately prior to the Effective Time shall become
the directors and officers of the Surviving Corporation and shall, in such
capacity, retain their respective positions and terms of office and tenures
held thereby immediately prior to the Effective Time.

   B. Conversion and Exchange of Memberships. At the Effective Time, by virtue
of the Merger and without any action on the part of CBOT, CBOT Holdings, Merger
Sub, or any other Person:

   (1) Each CBOT Full Membership issued and outstanding as of immediately prior
to the Effective Time shall be converted into and exchanged for the right to
receive one (1) Series B-1, Class B membership and one (1) Class C membership
in the Surviving Corporation with such rights, privileges and obligations as
set forth in the Surviving Organization Documents..

   (2) Each CBOT Associate Membership issued and outstanding as of immediately
prior to the Effective Time shall be converted into and exchanged for the right
to receive one (1) Series B-2, Class B membership in the Surviving Corporation
with such rights, privileges and obligations as set forth in the Surviving
Organization Documents.

   (3) Each CBOT GIM Membership issued and outstanding as of immediately prior
to the Effective Time shall be converted into and exchanged for the right to
receive one (1) Series B-3, Class B membership in the Surviving Corporation
with such rights, privileges and obligations as set forth in the Surviving
Organization Documents.

   (4) Each CBOT IDEM Membership issued and outstanding as of immediately prior
to the Effective Time shall be converted into and exchanged for the right to
receive one (1) Series B-4, Class B membership in the Surviving Corporation
with such rights, privileges and obligations as set forth in the Surviving
Organization Documents.

   (5) Each CBOT COM Membership issued and outstanding as of immediately prior
to the Effective Time shall be converted into and exchanged for the right to
receive one (1) Series B-5, Class B membership in the Surviving Corporation
with such rights, privileges and obligations as set forth in the Surviving
Organization Documents.

                                      C-2


   (6) The sole membership in Merger Sub shall be converted into and exchanged
for one (1) Class A membership in the Surviving Corporation with such rights,
privileges and obligations as set forth in the Surviving Organization
Documents.

   Accordingly, from and after the Effective Time, the holders of record of (i)
CBOT Full Memberships immediately prior to the Effective Time shall be deemed
to be the holders of Series B-1, Class B memberships and Class C memberships in
the Surviving Corporation for and into which such CBOT Full Memberships are
exchanged and converted, (ii) CBOT Associate Memberships immediately prior to
the Effective Time shall be deemed to be the holders of Series B-2, Class B
memberships in the Surviving Corporation for and into which such CBOT Associate
Memberships are exchanged and converted, (iii) CBOT GIM Memberships immediately
prior to the Effective Time shall be deemed to be the holders of Series B-3,
Class B memberships in the Surviving Corporation for and into which such CBOT
GIM Memberships are exchanged, (iv) CBOT IDEM Memberships immediately prior to
the Effective Time shall be deemed to be the holders of Series B-4, Class B
memberships in the Surviving Corporation for and into which such CBOT IDEM
Memberships are exchanged and converted, and (v) CBOT COM Memberships
immediately prior to the Effective Time shall be deemed to be the holders of
Series B-5, Class B memberships in the Surviving Corporation for and into which
such CBOT COM Memberships are exchanged and converted, in each case, pursuant
to the provisions of this Article I.B.

   C. Closing of Transfer Records. From and after the Effective Time, transfers
of CBOT Full Memberships, Associate Memberships, GIM Memberships, IDEM
Memberships and COM Memberships outstanding prior to the Effective Time shall
not be made on the books and records of the Surviving Corporation or otherwise.

                                   ARTICLE II

                              CONDITIONS TO CLOSE

   The obligation of the Parties to consummate the transactions contemplated
hereby is subject to (a) the approval and adoption of this Agreement and the
Merger contemplated hereby, pursuant to a combined proxy statement and
prospectus, dated               , 2001, contained in that certain Registration
Statement on Form S-4, Registration No. 333-54370, actually filed by CBOT
Holding relating to the Restructuring Transactions (as amended, the
"Registration Statement"), and (b) satisfaction or waiver of all other
conditions to CBOT's obligation to complete the Restructuring Transactions as
described in the Registration Statement.

                                  ARTICLE III

                                  TERMINATION

   A. Termination of Agreement. To the fullest extent permitted by applicable
law, CBOT may, in its sole and exclusive discretion, terminate this Agreement
at any time prior to the Effective Time.

   B. Effect of Termination. If CBOT terminates this Agreement pursuant to
Article III, A. above, all rights and obligations of the Parties shall
terminate without any liability of any Party or Person to any other Party or
Person.

                                   ARTICLE IV

                                 MISCELLANEOUS

   A. No Third Party Beneficiaries. This Agreement shall not confer any rights
or remedies upon any person or entity other than the Parties and their
respective successors and permitted assigns.

                                      C-3


   B. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties and supersedes any prior understandings, agreements, or
representations by or between the Parties, written or oral, to the extent they
related in any way to the subject matter hereof.

   C. Succession and Assignment. This Agreement shall be binding upon and inure
to the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other Parties.

   D. Counterparts. This Agreement may be executed in one or more counterparts
(including by means of telecopied signatures), each of which shall be deemed an
original but all of which together will constitute one and the same instrument.

   E. Headings. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

   F. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Delaware.

   G. Amendments and Waivers. To the fullest extent permitted by applicable
law, the Parties may mutually amend any provision of this Agreement at any time
prior to the Effective Time with the prior authorization of their respective
boards of directors. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by all of the Parties.

   H. Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

   I. Construction. Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires. The term
"including" shall mean "including without limitation" and all variants shall
have similarly inclusive, but not limiting, meanings.

   J. Further Assurances. From time to time, as and when requested by either
Party hereto, the other Party shall execute and deliver, or cause to be
executed and delivered, all such documents and instruments and shall take, or
cause to be taken, all such further or other actions, which documents,
instruments or actions are consistent with, and customary and necessary for,
the consummation of the transactions contemplated by this Agreement.

                                    * * * *

                                      C-4


   IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first written above.

                                          BOARD OF TRADE OF THE CITY OF
                                           CHICAGO, INC.

                                          By:

                                          Name:

                                          Title:

                                          CBOT MERGER SUB, INC.

                                          By:

                                          Name:

                                          Title:


                                          CBOT HOLDINGS, INC.

                                          By:

                                          Name:

                                          Title:


                                      C-5


                                  APPENDIX D-1

              FAIRNESS OPINION OF WILLIAM BLAIR & COMPANY, L.L.C.

                                                              September 24, 2001

The Independent Allocation Committee of the Board of Directors of
 the Board of Trade of the City of Chicago, Inc.
The Board of Directors of the Board of Trade of the City of Chicago, Inc.
141 West Jackson Blvd.
Chicago, IL 60604

Gentlemen:

   We understand that the Board of Trade of the City of Chicago, Inc., a
Delaware nonstock, not-for-profit corporation (the "CBOT") intends to implement
a series of restructuring transactions, which are designed to restructure and
demutualize the CBOT. In connection with the initial proposal for such
restructuring and demutualization ("Initial Restructuring Proposal"), you
previously requested, and we delivered, our opinion dated May 5, 2000 (the "May
5 Opinion") as to the fairness, from a financial point of view, of the
allocation of ownership described below (the "Allocation") among the members
and holders of membership interests (the "Members") of the CBOT with respect to
their respective memberships (the "Memberships").

   In August 2000, the Initial Restructuring Proposal was substantially revised
(the "Revised Restructuring Proposal"). At your request, we updated our May 5
Opinion on November 21, 2000 and January 16, 2001 (the "January 16 Opinion"),
in light of the Revised Restructuring Proposal. You have now advised us that
you have further modified and amended the Revised Restructuring Proposal and
that you currently intend to restructure and demutualize the CBOT by (i)
creating a Delaware stock, for-profit holding company ("CBOT Holdings") that
will own the Class A membership (described below) in a Delaware for-profit, non
stock successor of the CBOT (the "CBOT Subsidiary") and (ii) distributing
shares of CBOT Holdings to those members of the CBOT who were members
immediately prior to completing such transactions (collectively the
"Restructuring Transactions"). In connection with the Restructuring
Transactions, you have now requested that we update the January 16 Opinion.

   More specifically, we understand that, as part of the Restructuring
Transactions, the CBOT will declare and pay a dividend of common stock of CBOT
Holdings to each Member. The common stock of CBOT Holdings will consist of a
single class (not divided into series) with customary voting, liquidation and
dividend rights, which, immediately following completion of the Restructuring
Transactions, will represent all of the equity value and equity voting power of
CBOT Holdings. Shares of common stock of CBOT Holdings will be issued to each
member in accordance with the Allocation ratio in respect of his or her
Membership. In addition, we understand that the CBOT will become a Delaware
nonstock, for-profit corporation and a subsidiary of CBOT Holdings, and issue
new Class A, Class B and Class C memberships. The sole Class A membership in
the CBOT Subsidiary will be held by CBOT Holdings and will entitle CBOT
Holdings to (a) receive all distributions, dividends and proceeds upon
liquidation from the CBOT Subsidiary, and (b) the exclusive right to vote on
most matters requiring a vote of the members of the CBOT subsidiary. Each
Member of the CBOT will receive one of the five series of Class B memberships
in the CBOT Subsidiary in respect of each Membership held by such Member (i.e.,
each Full Member, Associate Member, GIM, IDEM and COM will receive one Series
B-1, Series B-2, Series B-3, Series B-4 and Series B-5, Class B membership in
the CBOT subsidiary, respectively). Each Class B membership will, subject to
satisfaction of applicable membership and eligibility requirements, entitle the
holder to trading rights and privileges that correspond to such holder's
current class of membership in the CBOT. In addition, each Full Member will
receive one Class C membership in the CBOT Subsidiary, which, subject to
satisfaction of certain requirements, will entitle the holder to become a
member of the Chicago Board Options Exchange Incorporated (the "CBOE") at no
additional cost. The holders of Class B and Class C memberships will generally
not have voting rights with respect to matters requiring a vote of the members
of the CBOT Subsidiary, except that holders of Series B-1 and Series of B-2,
Class B memberships

                                     D-1-1


will have voting rights to approve changes that would adversely affect certain
core rights relating to the trading rights and privileges of Class B
memberships.

   We understand that, as a result of the completion of the Restructuring
Transactions, the CBOT's electronic trading operations now conducted by the
Ceres Trading Limited Partnership ("Ceres") will be operated within a wholly-
owned subsidiary of the CBOT Subsidiary focused exclusively on electronic
trading (the "eCBOT"). Pursuant to this reorganization of the CBOT's electronic
trading operations, Ceres will be liquidated and limited partnership interests
in Ceres will be exchanged for cash payments. The fairness of the consideration
received by the limited partners of Ceres in exchange for their partnership
interests pursuant to the merger of a wholly owned subsidiary of the CBOT
Subsidiary with and into Ceres and the fairness of the consideration received
by the Members for their respective Memberships are beyond the scope of this
opinion, which addresses only the fairness, from a financial point of view, of
the Allocation on a relative basis among the different classes of Members. We
have been advised by the Independent Allocation Committee of the Board of
Directors of the CBOT in reliance upon the advice of the Implementation
Committee of the Board of Directors of the CBOT that, for purposes of rendering
this opinion, we may assume that the Restructuring Transactions will not be
effected by means of a liquidation. Please note that we have made such
assumption and that we have made such assumption without independent legal
analysis.

   In connection with our review of the Restructuring Transactions and the
preparation of our opinion herein, we have examined: (a) certain descriptive
information concerning the Restructuring Transactions; (b) the draft dated
September 17, 2001 of Amendment No. 5 to the Registration Statement on Form S-4
("Form S-4") of CBOT Holdings relating to the proposed issuance of shares of
common stock of CBOT Holdings; (c) the drafts dated September 17, 2001 of the
Amended and Restated Certificate of Incorporation and By-Laws of CBOT Holdings;
(d) the drafts dated September 17, 2001 of the Amended and Restated Certificate
of Incorporation and By-Laws of the for-profit CBOT Subsidiary; (e) various
CBOT documents including the Chicago Board of Trade rules and regulations; (f)
various trading and financial statistics for the CBOT; (g) certain publicly
available information regarding terms of certain transactions involving
restructurings of exchanges comparable to the CBOT and the allocation of value;
(h) presentations provided to the CBOT by consultants and financial and legal
advisors; (i) letters to the CBOT from various members regarding the
restructuring and demutualization of the CBOT; (j) information regarding the
historical trading prices of Memberships; and (k) certain other information
regarding the CBOT and its operations. We have also held discussions of the
foregoing with current and former members of the senior management of the CBOT
and of the various classes of Members, have considered other matters which we
have deemed relevant to our inquiry and have taken into account such accepted
financial and investment banking procedures and considerations as we have
deemed relevant.

   Furthermore, in connection with our review of the Restructuring Transactions
and the preparation of our opinion herein, we have assumed that: (a) there will
not be any transaction (including any business combination) with the CBOE or
any other party; in this connection, we understand that prior discussions
between the CBOT and the CBOE of a possible business combination have
terminated; and (b) all existing trading rights and privileges of each
Membership class and the CBOE exercise right of Full Members will remain intact
following the Restructuring Transactions; in this connection, we note the
concerns raised by disclosures within the Form S-4 with respect to possible
future actions by the CBOE adverse to the CBOE exercise right, the effects of
which are beyond the scope of this opinion.

   In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all the information
examined by or otherwise reviewed or discussed with us for purposes of this
opinion. We have not made or obtained an independent valuation or appraisal of
the assets, liabilities or solvency of the CBOT. We were not requested to, and
did not, participate in the structuring of the Restructuring Transactions nor
were we asked to consider, and our opinion does not address, the relative
merits of the Restructuring Transactions as compared to any alternative
business strategies that might exist for the CBOT or the effect of any other
transaction in which the CBOT might engage. Our opinion herein is based upon
economic, market, financial and other conditions existing on, and other
information disclosed to us as of, the date of this letter. It should be
understood that, although subsequent developments may affect this opinion, we

                                     D-1-2


do not have any obligation to update, revise or reaffirm this opinion except as
provided in the letter agreement between William Blair & Company and the
Independent Allocation Committee dated September 7, 2001.

   William Blair & Company has been engaged in the investment banking business
since 1935. We have acted as the investment banker to the Independent
Allocation Committee in connection with the Restructuring Transactions (and the
Initial Restructuring Proposal and the Revised Restructuring Proposal) and have
received fees from the CBOT for our services. In addition, the CBOT has agreed
to indemnify us against certain liabilities arising out of our engagement.

   Our investment banking services and our opinion were provided for the use
and benefit of the Independent Allocation Committee of the Board of Directors
and the Board of Directors of the CBOT in connection with the Restructuring
Transactions. Our opinion is limited to the fairness, from a financial point of
view, to the Members of the CBOT of the Allocation of shares of common stock of
CBOT Holdings in respect of their Memberships in connection with the
Restructuring Transactions, and we do not address the merits of the underlying
decision by the CBOT to engage in the Restructuring Transactions and this
opinion does not constitute a recommendation to any Member as to how such
Member should vote with respect to the Restructuring Transactions. It is
understood that this letter may not be disclosed or otherwise referred to
without prior written consent, except that the opinion may be included in its
entirety in a proxy statement and prospectus mailed to the Members by the CBOT
in connection with the Restructuring Transactions.

   In arriving at our conclusion, we have considered various methodologies for
allocating the shares of common stock of CBOT Holdings. We have concluded that
an allocation methodology that takes into
account a combination of factors rather than a single factor is appropriate,
and that such combination of factors should include, with respect to each of
the five classes of Members: (a) relative liquidation rights; (b) relative
voting rights; (c) the allocation made in respect of each class of Membership
in connection with the formation of Ceres; (d) the market values of
Memberships; and (e) the contract volumes for which each class of Membership
has been responsible on a historical basis. In arriving at our conclusion, we
have attached greater importance to liquidation rights, voting rights and the
allocation made in respect of each Membership in connection with the formation
of Ceres.

   Based upon and subject to the foregoing, it is our opinion that the
Allocation to Members of shares of common stock of CBOT Holdings in respect of
their Memberships in connection with the Restructuring Transactions in the
ratio of 5.0 : 1.0 : 0.5 : 0.06 : 0.07 to each Full, Associate, GIM, IDEM and
COM Membership, respectively, is fair, from a financial point of view to each
of the five classes of Members.

                                          Very truly yours,

                                          /S/ WILLIAM BLAIR & COMPANY, L.L.C.
                                          -------------------------------------
                                          WILLIAM BLAIR & COMPANY, L.L.C.

                                     D-1-3


                                  APPENDIX D-2

                    FAIRNESS OPINION OF ARTHUR ANDERSEN LLP

Boards of Directors
Board of Trade of the City of Chicago, Inc.
Electronic Chicago Board of Trade, Inc.
c/o
Ms. Carol A. Burke
Executive Vice President and
General Counsel
Board of Trade of the City of Chicago, Inc.
141 West Jackson Boulevard
Chicago, Illinois 60604

October 2, 2001

Ladies and Gentlemen:

   You have asked us to advise you with respect to the fairness from a
financial point of view to the Ceres Trading Limited Partnership ("Ceres") and
each class of the limited partners of Ceres of the consideration to be received
by each limited partner of Ceres in exchange for their respective limited
partnership interest pursuant to the Transaction (as defined below). We
understand that Ceres is a Delaware limited partnership, having five classes of
limited partners: Class A-1, Class A-2, Class A-3, Class A-4 and Class B. We
also understand that the Electronic Board of Trade, Inc. ("eCBOT"), a wholly
owned subsidiary of the Board of Trade of the City of Chicago, Inc. (the
"CBOT"), is the general partner of Ceres.

   We understand that the CBOT is to be restructured pursuant to a series of
transactions (collectively, the "Restructuring Transactions") that generally
involve (i) the demutualization of the CBOT by creating a Delaware stock, for-
profit holding company ("CBOT Holdings") and distributing shares of common
stock of CBOT Holdings to your members in respect of their memberships in the
CBOT; (ii) the modernization of the corporate governance mechanism of the CBOT;
and (iii) the reorganization and consolidation of the electronic trading
business of the CBOT, part of which is currently operated by Ceres, into eCBOT.
Upon completion of the Restructuring Transactions, we further understand that
the CBOT will become a nonstock for-profit membership corporation and a
subsidiary of CBOT Holdings.

   We also understand that, as part of the reorganization of the electronic
trading business of the CBOT in connection with the Restructuring Transactions,
a newly formed corporate subsidiary of the CBOT subsidiary will merge with and
into Ceres, with Ceres as the surviving entity (the "Transaction"). As a result
of the Transaction, eCBOT will remain the general partner of Ceres and the CBOT
subsidiary will become a limited partner of Ceres. Following the Transaction,
Ceres will liquidate and its assets will be distributed to the CBOT subsidiary
and eCBOT pursuant to the terms of the Amended and Restated Agreement of
Limited Partnership of Ceres. Pursuant to the Transaction, each limited
partnership interest in Ceres (other than any limited partnership interests
then held by the CBOT subsidiary or any of its affiliates) will be exchanged
for a cash payment. The amount of the cash payment that will be distributed in
exchange for each limited partnership interest will be determined by the Boards
of Directors of the CBOT and eCBOT after considering that partnership
interest's allocable portion of the value of Ceres as presented in the
valuation report regarding the value of Ceres and the partnership interests in
Ceres, to be delivered as of a date reasonably proximate to the consummation of
the Transaction.

                                     D-2-1


   In connection with our analysis, you have furnished us with certain
documents and other information concerning the Ceres and the CBOT, as we
requested. We have performed such investigations and analyses as we considered
appropriate. Among other items we have considered, we have:

  1) Read current and historical financial information including Ceres
     Consolidated Statements of Financial Position year-to-date for the
     period ended June 30, 2001 (unaudited), Ceres and CBOT Consolidated
     Financial Statements for the years ended December 31, 1999 and December
     31, 2000 (audited), Ceres Consolidated Financial Statements for the
     years ended December 31, 1992, 1993, 1994 1995, 1996, 1997 and 1998
     (audited), CBOT Annual Reports for the years ended December 31, 1995,
     1996, 1997, 1998, 1999 and 2000 including financial statements
     (audited), Ceres monthly reports of revenues and expenses for each month
     of fiscal year 2000 (unaudited) and January through June of 2001
     (unaudited), Summary of Obligation and Payments to DBS Group for the
     Eurex software as of October 31, 2000 (unaudited);

  2) Read certain publicly available business and financial information
     relating to Ceres and the CBOT including Press Releases and public
     information extracted from CBOT's website;

  3) Read certain internal financial and operating information provided by
     management, including Member Trading Volume for various Quarters Ending
     March 31, 1999 through March 31, 2001 and Trailing Five-Quarter Average
     for Class B partners, Volume Report: CBOT Exchange Fees System, various
     Ceres CTI Volume Report for Agriculture and Financials by firm number
     sequence for year-to-date through June 30, 2001, Ceres Class B Units for
     the year ended December 31, 2000, CBOT Class B Capital Balance Summary;

  4) Held meetings and discussions with management and senior personnel to
     discuss the business, operations, assets, historical financial results
     and future prospects of the CBOT;

  6) Considered the investment in technology made by Ceres for the fiscal
     years ended December 31, 1997, 1998, 1999, 2000 and the interim through
     June 30, 2001 to establish an electronic trading system;

  7) Performed a discounted cash flow analysis of potential income generating
     scenarios for Ceres based upon independent research and input from
     management;

  8) Read various agreements related to Ceres, the CBOT, a/c/e, and Eurex
     from a financial point of view including the Ceres Trading Limited
     Partnership Second Amended and Restated Agreement of Limited Partnership
     dated as of September 8, 1997, Amended and Restated CBOT/Ceres License
     Agreement dated May 15, 1998, Electronic Trading Division Expense
     Agreement for CBOT/Ceres dated May 29, 1998, Implementation Regulations
     of Eurex Deutschland and Eurex Zurich Concerning Technical Equipment
     dated September 6, 1999, Alliance Agreement between CBOT, Ceres,
     Deutsche Borse, Swiss Stock Exchange, Eurex Zurich, Eurex Frankfurt, and
     Eurex Deutschland dated October 1, 1999, Software License Agreement
     between CBOT, Ceres, Deutsche Borse, and Swiss Stock Exchange dated
     October 1, 1999, the December 31, 1999 Unanimous Written Consent of the
     Supervisory Board of CBOT/Eurex Alliance, LLC, Interim Agreement for
     Ceres, JV, and DBS dated January 15, 2000, the July 27, 2000
     Confirmation of Rights Agreement, the April 13, 2000 Market Supervision
     Services Agreement, Master Software Development Agreement, and Systems
     Operations Agreement and Supporting Documents;

  9) Considered the financial terms of certain recent business combination
     transactions in the securities and futures exchange industry; and

  10) Conducted such other studies, analyses, inquiries and investigations as
      we deemed appropriate.

   In our analysis and in formulating our opinion, we have assumed and relied
upon the accuracy and completeness of all the financial and other information
provided to us or publicly available, and we have not assumed any
responsibility for the independent verification of such information. We have
further relied upon the assurances of management of Ceres and the CBOT that
they are unaware of any facts that would make the information provided to us
incomplete or misleading in any material respect. We have assumed, with your

                                     D-2-2


consent, that the financial forecasts and projections provided to us by Ceres
and/or the CBOT, if any, were prepared in good faith and on a basis reflecting
the best currently available judgments and estimates of management. We have not
prepared an independent evaluation of the software, systems architecture,
network capability, etc. of the technology assets held by the CBOT, eCBOT and
Ceres. We express no view whatever as to the federal, state or local tax
consequences of the Transaction.

   Our services to the eCBOT and the CBOT in connection with the Transaction
have been comprised solely of financial advisory services and not accounting,
audit, legal or tax services. Without limiting the foregoing, our services with
respect to the Transaction do not constitute, nor should they be construed to
constitute in any way, a review or audit of or any other procedures with
respect to any financial information nor should such services be relied upon by
any person to disclose weaknesses in internal controls, financial statement
errors or irregularities, or illegal acts or omissions of any person affiliated
with the Transaction. Our opinion is necessarily based on economic and market
conditions and other circumstances as they exist and can be evaluated by us on
the date hereof.

   We have not acted as financial advisor to the CBOT, eCBOT or Ceres in
connection with the Transaction other than in connection with rendering this
opinion and in connection with estimating the fair market value of Ceres and
the partnership interests in Ceres for consideration by the Boards in effecting
the Transaction. Additionally, we have not been authorized to and have not
solicited alternative offers for Ceres or its assets, or investigated any other
alternative transactions that may be available to Ceres. It is our
understanding that none of the CBOT, eCBOT or Ceres has solicited or received
any offers for Ceres or its assets. Our opinion does not address nor shall it
be construed to address the underlying business decision to effect the
Transaction. We have performed and continue to perform various internal
accounting and tax services unrelated to the Transaction for Ceres and/or the
CBOT and have received customary fees for the rendering of such services.

   It is understood that this letter is solely for the benefit and use of the
Boards of Directors of the CBOT, eCBOT and Ceres in their consideration of the
Transaction and may not be relied upon by any other person, used for any other
purpose or reproduced, disseminated, quoted or referred to at any time, in any
manner or for any purpose without our prior written consent with the exception
of its inclusion in the United States Securities and Exchange Commission,
Registration Statement on Form S-4, as may be amended, related to the
Restructuring Transactions, including, among other things, the Transaction.
This letter does not constitute a recommendation to any member with respect to
whether to vote in favor of the Restructuring Transactions or take any other
action in connection with the Restructuring Transactions or otherwise, and
should not be relied upon by any member as such.

   Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, it is our opinion that as of the date hereof,
the consideration to be received by each limited partner of Ceres in exchange
for their respective limited partnership interests pursuant to the Transaction,
is fair, from a financial point of view, to Ceres and each class of the limited
partners of Ceres.

ARTHUR ANDERSEN LLP
/S/ ARTHUR ANDERSEN LLP

CHICAGO, ILLINOIS
OCTOBER 2, 2001

                                     D-2-3


                                  APPENDIX D-3

             PRELIMINARY VALUATION ANALYSIS OF ARTHUR ANDERSEN LLP

Board of Trade of the City of Chicago, Inc.
Electronic Chicago Board of Trade, Inc.
Members of the Boards of Directors
c/o
Board of Trade of the City of Chicago, Inc.
141 West Jackson Blvd.
Chicago, Illinois 60604-2994

Attn: Carol A. Burke, Executive Vice President and General Counsel

October 2, 2001

Ladies and Gentlemen:

   We have completed our valuation analysis of the Ceres Trading Limited
Partnership ("Ceres") and the limited partnership interests in Ceres as of June
30, 2001. The objective of our analysis was to provide our opinion of the fair
market value of Ceres and each of the underlying limited partnership interests
as of June 30, 2001 in connection with the proposed restructuring transactions.
We understand that a wholly owned affiliate of the Board of Trade of the City
of Chicago, Inc. ("CBOT"), Electronic Chicago Board of Trade, Inc. ("eCBOT"),
is the General Partner of Ceres and that the results of our analysis will be
used to assist CBOT and eCBOT in considering a proposed merger transaction in
connection with the restructuring transactions. Specifically, we understand
that our analysis will be used to assist the Boards of Directors of CBOT and
eCBOT with regard to the merger consideration to be distributed among the Ceres
limited partners pursuant to the Ceres merger.

   Arthur Andersen LLP does not make specific recommendations to buy or sell;
our work is designed to provide information that will assist you in making an
informed decision. We confirm that our services as described herein do not
present a conflict of interest. We have performed and continue to perform
various accounting and tax services for the CBOT that are unrelated to the
restructuring transactions and we have received customary fees for such
services. No portion of our fee was contingent upon the completion of the Ceres
merger or the conclusion reached in our analysis. Our valuation analysis and
conclusion are subject to the attached Statement of General Assumptions and
Limiting Conditions.

Definition of Value

   The basis of value in our analysis is fair market value, which is defined as
the amount at which property would change hands between a willing buyer and a
willing seller when neither is acting under compulsion and when both have
reasonable knowledge of the relevant facts.

Scope of the Analysis and Methodology

   We considered a broad scope of information, both internal and external to
Ceres, considered various approaches to estimating value, prepared independent
analyses and considered appropriate documents including the Ceres Second
Amended and Restated Agreement of Limited Partnership dated as of September 8,
1997 (the "Agreement"). We considered various valuation approaches, including
an income approach, market approach and net asset approach.

   Income Approach. The income approach measures the value of an entity by the
present value of its future economic benefits. Value indications are developed
by discounting expected cash flows to their present value at

                                     D-3-1


a rate of return that incorporates the time value of funds and the risks
associated with the particular investment. The discount rate selected is based
on rates of return available from alternative investments of similar type and
quality as of the valuation date.

   Market Approach. The market approach measures the value of an entity through
an analysis of recent transactions or offerings of comparative entities. These
entities may be companies whose stock is actively traded or private companies
acquired in transactions for which the terms are known to us. Consideration is
given to the financial condition and operating performance of the entity being
appraised relative to those of the selected guideline companies operating in
the same or a similar line of business, and which are potentially subject to
corresponding economic, environmental, and political factors. The guideline
companies would be considered reasonable investment alternatives.

   Cost or Net Asset Approach. The cost or net asset approach measures the
value of an entity by the net aggregate fair market value of the entity's
underlying assets. Application of this approach entails a restatement of the
balance sheet of the enterprise, substituting the fair market value of its
assets and liabilities for their recorded values as stated on their financial
statements. This approach is frequently used in valuing holding companies or
capital intensive firms.

   We considered the three approaches described above and concluded that the
fair market value of Ceres is best determined by the net asset approach. As of
the date of valuation, the assets of Ceres consisted of its interest in the
a/c/e system software and in CBOT/Eurex Alliance, L.L.C. and its various
licensing agreements related to electronic trading support for the CBOT.

   In arriving at our conclusions, we made the following assumptions:

  . The CBOT transitioned from the Project A platform to the a/c/e system on
    or about August 27, 2000.

  . The a/c/e system is deemed to be state-of-the-art by the CBOT and the
    Project A platform, as a local-area network platform, is no longer
    competitive. Therefore, the a/c/e system is valuable and the Project A
    platform is obsolete.

  . Except for order routing software to be financed and owned by the CBOT,
    Ceres owns the rights to the a/c/e system software pursuant to its
    alliance agreements with Deutsche Borse AG and the Swiss Stock Exchange.

  . Ceres has, both directly and indirectly, in accordance with its 50
    percent ownership in CBOT/Eurex Alliance, L.L.C., incurred costs
    associated with certain a/c/e system modifications and, through June 30,
    2001, these expenditures totaled $47,011,080. Additionally, purchases of
    computer software and systems related to the a/c/e system in the amount
    of $43,650,446 were capitalized by Ceres, as of June 30, 2001.

  . The CBOT intends to reorganize and consolidate its electronic trading
    business into its wholly owned eCBOT subsidiary in connection with the
    restructuring transactions. As a result, it would be necessary for the
    CBOT to acquire, directly or indirectly, all limited partnership
    interests in Ceres currently held by the members of the CBOT.

  . The Ceres limited partnership agreement provides that eCBOT, as general
    partner, may dissolve Ceres at will.

  . The Ceres limited partnership agreement states that, upon dissolution of
    Ceres, the assets of Ceres shall be liquidated and the proceeds shall be
    distributed to the partners of Ceres in accordance with their capital
    accounts and the balance, if any, in accordance with their percentage
    interests.

     We considered that rights to the use of a/c/e system and the a/c/e
  system modifications could conceivably provide Ceres with the ability to
  provide electronic trading capabilities to other exchanges. Under this
  scenario, it is feasible that Ceres' economic profile would be similar to
  that of its current operations (i.e. receiving fees for electronic trades,
  etc.) or that it could license the software for use with other exchanges
  for royalty payments. However, the economics under such scenarios are
  highly uncertain

                                     D-3-2


  due to the speculative nature of the fees achievable in an increasingly
  competitive environment and the operating costs associated with continued
  maintenance of the system. Additionally, given the ability of eCBOT, as the
  general partner of Ceres, to unilaterally liquidate the business, the
  probability of such a scenario is extremely low.

   Exhibit 1 presents the Electronic Trading Division's historical financial
statements.

   Exhibit 2 presents our derivation of the net asset value of Ceres, as of
June 30, 2001. As shown, the partners' equity restated at market value amounts
to $25,367,009. Therefore, we conclude that the fair market value of Ceres, as
of the valuation date, is $25,400,000 (rounded).

Allocation of Fair Market Value to Partnership Interests

   We understand that, pursuant to Section 3.4(a) of the Agreement, the
partners' capital accounts shall be marked-to-market upon dissolution of Ceres
in accordance with the terms and provisions of Section 4 of the Agreement.
Accordingly, our allocation to the Class B unit holders adjusts their capital
account balances such that 40 percent of the value is allocated pro rata
according to the number of Class B units owned and 60 percent is allocated
according to their respective Electronic Trading System Clearing Volume with
respect to contracts traded on the CBOT. For tax purposes, we understand that
the capital account balances for all Class B unit holders were zero, as of
June 30, 2001. The allocation of Ceres' market value among the Class A and
Class B unit holders is provided in Exhibit 3(a) through 3(b).

Very truly yours,

ARTHUR ANDERSEN LLP
/s/ ARTHUR ANDERSEN LLP

                                     D-3-3


            STATEMENT OF GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

   This report has been made with the following general assumptions and
limiting conditions:

  1. No investigation has been made of, and no responsibility is assumed for,
     the legal description or legal matters related to the asset(s) being
     valued, including title or encumbrances. Title to the asset(s) is
     assumed to be good and marketable unless otherwise stated. The asset(s)
     is (are) assumed to be free and clear of any liens, easements or
     encumbrances unless otherwise stated.

  2. Information furnished by others, upon which all or portions of this
     valuation are based, is believed to be reliable, but has not been
     verified in all cases. No warranty is given as to the accuracy of such
     information.

  3. This report has been made only for the purpose stated and shall not be
     used for any other purpose. Neither this report nor any portions thereof
     including, without limitations, any conclusions as to value, the
     identity of Arthur Andersen or any individuals signing or associated
     with this report, or the professional associations or organizations with
     which they are affiliated shall be disseminated to third parties by any
     means without the prior written consent and approval of Arthur Andersen.
     Arthur Andersen has consented to the inclusion of this report in the
     Registration Statement on Form S-4, of CBOT relating to the
     restructuring transactions described therein.

  4. It is assumed that all required licenses, certificates of occupancy,
     consents, or other legislative or administrative authority from any
     local, state, or national, government or private entity or organization
     have been, or can readily be, obtained or renewed for any use on which
     the value estimate contained in this report is based.

  5. Full compliance with all applicable federal, state and local zoning,
     use, environmental and similar laws and regulations are assumed, unless
     otherwise stated.

   6. Responsible ownership and competent property management are assumed.

                                     D-3-4


                                  EXHIBIT 1(a)

                       CERES TRADING LIMITED PARTNERSHIP

         HISTORICAL SUMMARY OF OPERATIONS--ELECTRONIC TRADING DIVISION



                                                   1996                                             2000       06/30/01
                      1994 Actual  1995 Actual    Actual   1997 Actual 1998 Actual 1999 Actual     Actual       Actual
                      -----------  -----------  ---------- ----------- ----------- -----------  ------------  -----------
                                                                                      
Average Daily
 Volume.............        1,789        2,086       9,526      28,812      46,161      44,640
Annual Volume.......       67,974      531,928   2,438,712   5,929,134  12,339,328  11,160,033
Revenue Per
 Contract...........  $      0.35  $      1.46  $     2.30 $      2.05 $      1.84 $      1.67
Revenues:
 Nonmember Fees.....  $    20,798  $   514,907  $3,213,283 $ 5,691,075 $22,751,000 $18,632,118
 Member Fees........        3,228      259,897   2,405,659   6,447,761         --          --
 Interest...........                                            67,036     359,000      54,133
                      -----------  -----------  ---------- ----------- ----------- -----------  ------------  -----------
   Total Revenues...  $    24,026  $   774,804  $5,618,942 $12,205,872 $23,110,000 $18,686,251  $  7,647,694  $17,285,021
Operating Expenses:
 Information
  Systems
  Allocation........      351,834      760,168   1,438,233   2,307,315   2,816,646   3,658,836       976,893    5,163,206
 Leased
  Programmers.......      145,020      493,365     940,660     995,196   4,355,979   4,048,777     1,167,157      444,201
 Other..............                                            66,401     103,677   1,419,848           --        69,853
 Equity (Gain)/Loss
  in CEJV...........                                                                                     --       217,237
 Eurex-Related
  Expenses..........                                                    10,874,753  11,024,878    21,446,626   11,151,758
                      -----------  -----------  ---------- ----------- ----------- -----------  ------------  -----------
   Subtotal-
    Operating
    Expenses........      496,854    1,253,533   2,378,893   3,368,912  18,151,055  20,152,339    23,590,677   17,046,256
Partnership Overhead
 Expenses:
 Administration
  Allocation........       62,256       88,800     102,183      97,484         --          --        109,709      199,227
 BOTCC Computer
  Services..........        8,774        9,747       8,631       8,816         --          --
 Audit/Legal Fees...        8,068       14,837      29,526      32,222         --          --
 Other Overhead
  Expenses..........        1,485        1,647         552         195         --          --
                      -----------  -----------  ---------- ----------- ----------- -----------  ------------  -----------
   Subtotal--
    Overhead
    Expenses........       80,583      115,031     140,892     138,717     168,808     246,859       109,709      199,227
Earnings Before
 Taxes, Interest &
 Depreciation.......  $  (553,411) $  (593,760) $3,099,157 $ 8,698,243 $ 4,790,137 $(1,712,947) $(16,052,691) $    39,538
Depreciation
 Expense............      433,471      532,854     533,593     421,240      20,334     116,661     4,141,190    5,710,042
                      -----------  -----------  ---------- ----------- ----------- -----------  ------------  -----------
Earnings Before
 Taxes and Interest.  $  (986,882) $(1,126,614) $2,565,564 $ 8,277,003 $ 4,769,803 $(1,829,608) $(20,193,881) $(5,670,504)
Interest Expenses...      167,124      262,750     192,122      13,214                  12,059       988,331    1,890,512
TCAM Write-Off......                                                     1,962,856         --            --           --
Partnership
 Income/(Loss)......  $(1,154,006) $(1,389,365) $2,373,442 $ 8,263,789 $ 2,806,947 $(1,841,667) $(21,182,212) $(7,561,016)
                      ===========  ===========  ========== =========== =========== ===========  ============  ===========
Capital
 Expenditures.......  $   460,844  $         0  $    5,372 $ 1,433,454 $   701,000 $ 8,488,000  $ 26,962,000  $ 8,675,000


                                     D-3-5


                                  EXHIBIT 1(b)

                       CERES TRADING LIMITED PARTNERSHIP

    HISTORICAL STATEMENT OF FINANCIAL CONDITION--ELECTRONIC TRADING DIVISION



                                                     1996        1997       1998                     2000       06/30/01
                        1994 Actual  1995 Actual    Actual      Actual     Actual   1999 Actual     Actual       Actual
YEAR                    -----------  -----------  ----------  ---------- ---------- -----------  ------------  -----------
                                                                                       
Assets:
 Cash and Cash
  Equivalents..........              $    15,190  $   45,430  $4,237,145 $4,613,000 $   685,524  $  2,354,835  $   106,542
 Accounts Receivable... $    24,026      129,194     600,642     992,856  1,800,000     993,558     1,704,872    3,415,942
 Capital Contributions
  Receivable...........                                            2,817
 Prepaid Expenses......                                          102,000                  1,435
 Deferred Organization
  and Development
  Costs................      70,977       45,928      20,880
 Computer Software and
  Systems..............   1,411,769      903,964     400,791   1,433,885    694,000   8,675,006    31,467,779   34,204,090
 Investment in &
  Advances to
  CBOT/Eurex Alliance,
  LLC..................                                                                               500,000      500,000
                        -----------  -----------  ----------  ---------- ---------- -----------  ------------  -----------
   Total Assets........ $ 1,506,772  $ 1,094,276  $1,067,743  $6,768,703 $7,107,000 $10,355,523  $ 36,027,486  $38,226,574
                        ===========  ===========  ==========  ========== ========== ===========  ============  ===========
Liabilities and
 Partners' Equity:
 Accounts Payable and
  Accrued Expenses..... $    34,353  $       907  $  115,624  $1,022,247 $5,209,000 $ 9,476,022  $    313,323  $   201,181
 Due to CBOT/Eurex
  Alliance LLC.........                                                                             9,152,623    5,480,370
 Notes Payable.........                                                                             9,069,252    7,716,172
 Advances from General
  Partner..............   2,757,899    3,768,212   1,253,520                          1,012,059    31,481,963   46,472,922
 Partners' Equity......  (1,285,480)  (2,674,843)   (301,401)  5,746,456  1,898,000    (132,558)  (13,989,674) (21,644,070)
                        -----------  -----------  ----------  ---------- ---------- -----------  ------------  -----------
   Total Liabilities
    and Partners'
    Equity............. $ 1,506,772  $ 1,094,276  $1,067,743  $6,768,703 $7,107,000 $10,355,523  $ 36,027,486  $38,226,574
                        ===========  ===========  ==========  ========== ========== ===========  ============  ===========


                                     D-3-6


                                   EXHIBIT 2

                       CERES TRADING LIMITED PARTNERSHIP

                          ELECTRONIC TRADING DIVISION

                   Restated Balance Sheet as of June 30, 2001



                                                          Book      Fair Market
                                                         Value       Value (2)
                                                      ------------  -----------
                                                              
Assets:
  Cash and Cash Equivalents.......................... $    106,542  $   106,542
  Accounts Receivable................................    3,415,942    3,415,942
  Capital Contributions Receivable...................            0            0
  Prepaid Expenses...................................            0            0
  Deferred Organization and Development Costs........            0            0
  Computer Software and Systems......................   34,204,090   34,204,090
  Investment in and Advances to CBOT/Eurex Alliance,
   LLC...............................................      500,000      500,000
  Previously Incurred, Non-Capitalized Eurex-Related
   Expenses (1)......................................                47,011,080
                                                      ------------  -----------
    Total Assets..................................... $ 38,226,574  $85,237,654
                                                      ============  ===========
Liabilities and Partners' Equity:
  Accounts Payable and Accrued Expenses.............. $    201,181  $   201,181
  Due to CBOT/Eurex Alliance LLC.....................    5,480,370    5,480,370
  Notes Payable......................................    7,716,172    7,716,172
  Advances from General Partner......................   46,472,922   46,472,922
  Partners' Equity...................................  (21,644,070)  25,367,009
                                                      ------------  -----------
    Total Liabilities and Partners' Equity........... $ 38,226,574  $85,237,654
                                                      ============  ===========
Concluded Value of Partnership (rounded).............               $25,400,000

--------
(1) Previously Incurred, Non-Capitalized Eurex-Related Development & Operating
    Loss Expenses:
                                                            
      FY '98........................................................ $10,874,753
      FY '99........................................................  11,024,878
      FY '00........................................................  17,550,433
      YTD '01.......................................................   7,561,016
                                                                     -----------
          Total..................................................... $47,011,080
                                                                     ===========

      
(2) For assets and liabilities other than the Eurex Modification Expenses,
    Arthur Andersen has relied on book value as being representative of their
    fair market value.

                                     D-3-7


                                  APPENDIX E-1

                                   AGREEMENT

   This Agreement is made and entered into this 7th day of August, 2001
("Effective Date") by and between the Board of Trade of the City of Chicago,
Inc., a Delaware non-stock corporation (the "CBOT"), and the Chicago Board
Options Exchange Incorporated, a Delaware non-stock corporation (the "CBOE").

   WHEREAS, paragraph (b) of Article Fifth of CBOE's Certificate of
Incorporation ("Article Fifth(b)") provides, among other things, that every
present and future member of the CBOT who applies for membership in the
Corporation and who otherwise qualifies shall, so long as he remains a member
of the CBOT, be entitled to be a member of the CBOE (this right of members of
the CBOT to become members of the CBOE is referred to herein as the "Exercise
Right";

   WHEREAS, the CBOT and the CBOE entered into an Agreement dated as of
September 1, 1992 (the "1992 Agreement") for the purpose of resolving a dispute
as to the meaning of certain terms as used in Article Fifth(b) and the nature
and scope of the Exercise Right;

   WHEREAS, the CBOT intends to pursue a strategic restructuring as
specifically contemplated by that certain Registration Statement on Form S-4
(Registration No. 333-54370);

   WHEREAS, additional disputes have arisen between the CBOT and the CBOE
regarding the Exercise Right in the context of the CBOT's proposed strategic
restructuring and the expanded operation of CBOT's electronic trading system
proposed to be implemented in connection therewith; and

   WHEREAS, the parties, in their own capacity and on behalf of their
respective members, wish to resolve these additional disputes to their mutual
benefit;

   NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and agreements contained herein (but subject to Section 11 below), the parties,
in their own capacity and on behalf of their respective members, pursuant to
the authorization of their respective Boards of Directors, agree as follows:

   1. DEFINITIONS.

   For purposes of this Agreement, the definitions set forth in this Section 1,
including revised definitions of certain terms previously defined in the 1992
Agreement, shall apply. Capitalized terms used but not further defined in this
Agreement shall have the respective meanings ascribed to such terms in the 1992
Agreement.

     (a) "Registration Statement" means that certain Registration Statement
  on Form S-4 filed by the CBOT with the Securities and Exchange Commission
  under the Securities Act of 1933 (Registration No. 333-54370).

     (b) "CBOT Restructuring Transactions" means the proposed strategic
  restructuring of the CBOT and the related expansion of its electronic
  trading operations described in the Registration Statement, as amended by
  Amendments No. 1 through 4, and as further amended subject to the
  provisions of Section 11(b).

     (c) "Exercise Right Coupon" means the instrument to be issued to each of
  the 1,402 CBOT Full Members pursuant to and as part of the CBOT
  Restructuring Transactions, which shall evidence and represent the Exercise
  Right and which shall, subject to satisfaction of the other conditions to
  being an Eligible CBOT Full Member as defined below, entitle the holder
  thereof to become an Exerciser Member.

     (d) "Eligible CBOT Full Member" has the meaning set forth in the
  definition of that term in the 1992 Agreement, provided that upon
  consummation of the CBOT Restructuring Transactions and in the absence of
  any other material changes to the structure or ownership of the CBOT or to
  the trading rights

                                     E-1-1


  and privileges appurtenant to a CBOT Full Membership not contemplated in
  the CBOT Restructuring Transactions, an individual shall be deemed to be an
  Eligible CBOT Full Member if the individual: (i) is the owner of (A) 25,000
  shares of Class A Common Stock of the CBOT (such number being subject to
  anti-dilution adjustment in the event the Class A Common Stock is subject
  to a stock split, reverse split, stock dividend or other stock distribution
  made to existing shareholders, or the issuance of shares to existing
  shareholders at less than fair market value), and (B) one (1) share of
  Class B Common Stock, Series B-1, of the CBOT, and (C) one (1) Exercise
  Right Coupon, (ii) has not delegated any of the rights or privileges
  appurtenant to such ownership, and (iii) meets the applicable membership
  and eligibility requirements of the CBOT and is deemed to be a "CBOT Full
  Member" under the CBOT's Rules and Regulations then in effect. CBOT Class A
  Common Stock, CBOT Class B Common Stock and Exercise Right Coupons may be
  separately bought and sold, and may be unbundled and rebundled, for
  purposes of qualifying the owner thereof as an Eligible CBOT Full Member.

     (e)"Eligible CBOT Full Member Delegate" has the meaning set forth in the
  definition of that term in the 1992 Agreement, provided that upon
  consummation of the CBOT Restructuring Transactions and in the absence of
  any other material changes to the structure or ownership of the CBOT or to
  the trading rights and privileges appurtenant to a CBOT Full Membership not
  contemplated in the CBOT Restructuring Transactions, an individual shall be
  deemed to be an eligible CBOT Full Member delegate if the individual (i) is
  in possession of (A) 25,000 shares of Class A Common Stock of the CBOT
  (such number being subject to anti-dilution adjustment in the event the
  Class A Common Stock is subject to a stock split, reverse split, stock
  dividend or other stock distribution made to existing shareholders, or the
  issuance of shares to existing shareholders at less than fair market
  value), and (B) one (1) share of Class B Common Stock, Series B-1, of the
  CBOT, and (C) one (1) Exercise Right Coupon, (ii) holds one or more of the
  items listed in (i) above through delegation rather than ownership, and
  (iii) meets the applicable membership and eligibility requirements of the
  CBOT and is deemed to be a "CBOT Full Member Delegate under the CBOT's
  Rules and Regulations then in effect. For the purposes of this provision,
  the words "in possession of" shall be deemed to include possession by
  ownership, lease, or, in the case of shares, by pledge or assignment
  agreement relating to such shares whereunder the owner of such shares is
  precluded from selling or transferring them during the term of such pledge
  or assignment agreement.

   2 THE CBOT'S AGREEMENTS.

     (a) The CBOT agrees, in its own capacity and on behalf of its members,
  that only an individual who is an Eligible CBOT Full Member or an Eligible
  CBOT Full Member Delegate is a member of the CBOT within the meaning of
  Article Fifth(b) eligible to be an Exerciser Member, subject to the terms
  and conditions of this Agreement, and to the extent not inconsistent with
  this Agreement, the 1992 Agreement.

     (b) The CBOT agrees that as part of the CBOT Restructuring Transactions
  it shall issue exactly 1,402 shares of Class B Common Stock, Series B-1,
  and exactly 1,402 Exercise Right Coupons, and shall distribute one (1) such
  share of Class B Common Stock and one (1) such Exercise Right Coupon to
  each of the 1,402 CBOT Full Members, and will not issue any additional
  shares of Class B Common Stock, Series B-1, or any additional Exercise
  Right Coupons. The CBOT shall also issue and distribute 25,000 shares of
  its Class A Common Stock to each of the 1,402 CBOT Full Members. CBOE for
  its own account and CBOE members will be free to purchase and to hold,
  lease or sell the Class B shares and the Exercise Coupons without
  limitation, and may also purchase, hold, lease or sell the Class A shares
  subject to the same terms as other purchasers of Class A shares.

     (c) The CBOT agrees and represents that it has created and will maintain
  various incentives to promote the continued value of CBOT membership,
  including meaningful member and delegate fee preferences (applicable to the
  floor and electronic trading platform) and pit closing provisions as
  described in the Registration Statement. In addition, CBOT agrees to
  maintain seat ownership requirements for CBOT clearing firms. A schedule of
  such current fee preferences and incentives has been provided to CBOE by
  the CBOT and the CBOE has taken notice of the member and delegate fee
  preferences reflected in such schedule. These fee preferences and
  incentives are expected to serve the purpose of preventing

                                     E-1-2


  mass migration of CBOT exercisers to CBOE. Any questions that may
  subsequently arise as to the continued meaningfulness of such preferences
  and incentives for this purpose, as they may be amended from time to time,
  shall be submitted to binding arbitration in accordance with Section 7 of
  this Agreement. The arbitration panel will have the authority: 1) to
  determine whether the member and delegate fee preferences and other
  incentives maintained by the CBOT remain meaningful for the purposes set
  forth in this Section 2(c); 2) if that determination is unfavorable to
  CBOT, to specify a remedy for CBOT's failure to maintain meaningful fee
  preferences and incentives, including what CBOT must do to restore
  meaningful fee preferences and incentives; and 3) to prescribe the
  consequences of any failure by the CBOT to take any action required under
  the remedy specified by the arbitrators, including any failure to restore
  meaningful fee preferences and incentives in the manner specified, within
  thirty (30) days of the panel's decision.

     (d) The CBOT agrees that if a CBOT Full Member delegates his or her
  membership rights to a CBOT Full Member Delegate who exercises to become an
  Exerciser Member, the CBOT Full Member/delegator relinquishes all member
  trading rights at both the CBOT and the CBOE, and may trade only as a
  customer at customer rates at the CBOT unless the member/delegator owns
  another CBOT membership which entitles that member to member trading rights
  and transaction rates.

     (e) The CBOT agrees that CBOT Full Member Delegates who are Exerciser
  Members of the CBOE may trade on the CBOT's electronic trading platform
  only at customer rates. The CBOT agrees that CBOT Full Members who are
  Exerciser Members of the CBOE may trade on the CBOT's electronic trading
  platform as a CBOT member at member rates only if they are not physically
  present on the CBOE trading floor and are not logged on to the CBOE's
  electronic trading platform. If a CBOT Full Member is present on the CBOE
  trading floor or is logged on to the CBOE's electronic trading platform at
  the time an order is entered or altered on the CBOT's electronic trading
  platform by or on behalf of such member, then such member will be charged
  CBOT customer rates for trades resulting from the execution of such orders.

     (f) The CBOT agrees to amend its rules, effective no later than the
  consummation of the CBOT Restructuring Transactions, to the extent
  necessary to implement the provisions of this Agreement.

     (g) Within five (5) dates following the Effective Date of this
  Agreement, the CBOT will file a notice of voluntary dismissal of its
  amended complaint for declaratory and injunctive relief and damages, Civil
  Action No. 00CH1500, filed on February 16, 2001, in the Circuit Court of
  Cook County, Illinois, Chancery Division.

   3. THE CBOE'S AGREEMENTS.

     (a) The CBOE agrees, in its own behalf and on behalf of its members,
  that an Eligible CBOT Full Member or an Eligible CBOT Full Member Delegate
  is a member of the CBOT within the meaning of Article Fifth(b), and is
  eligible to be an Exerciser Member upon satisfaction of the terms and
  conditions of this Agreement and, to the extent not inconsistent with the
  terms and conditions of this Agreement, the 1992 Agreement.

     (b) The CBOE agrees to submit to binding arbitration in accordance with
  Section 7 of this Agreement questions concerning the continued
  meaningfulness of member and delegate fee preferences or other incentives
  for the purpose of preventing mass migration of CBOT exercisers to CBOE as
  described in Section 2(c).

     (c) Within five (5) days following the Effective Date of this Agreement,
  the CBOE will withdraw and terminate its proposed rulemaking request (File
  No. SR-CBOE-00-44), initially filed with the Commission on August 30, 2000
  and further agrees that it shall take no action to amend, modify or
  otherwise limit, or terminate or cause to expire, whether by interpretation
  or otherwise, the Exercise Right as a result of the completion of the
  CBOT's Restructuring Transactions, except as contemplated herein.

   4. ELECTRONIC TRADING. The CBOT and CBOE are each free to develop, provide,
maintain and use electronic trading platforms and to determine their respective
trading hours and access policies for all their

                                     E-1-3


respective products without such action adversely affecting the Exercise Right
except as such action may be inconsistent with the provisions of this
Agreement.

   5. INFORMATION SHARING. The parties agree to provide full information
regarding the status of all members including exercisers and delegate
exercisers on a current and continuing basis.

   6. FURTHER ASSURANCES. The CBOT and the CBOE shall take such further steps
toward ensuring that their respective memberships understand the implications
of this Agreement as they shall reasonably agree, including, without
limitation, the development of either a joint or separate "question and answer"
publications, in either case subject to the approval of both the CBOT and the
CBOE, and other appropriate materials for distribution to the membership of the
CBOT and the CBOE. In addition, the CBOE and the CBOT will actively pursue
cost-sharing and other mutually beneficial initiatives.

   7. ARBITRATION. Questions subject to arbitration in accordance with Sections
2(c) and 3(b) of this Agreement shall be submitted to arbitration in Chicago,
Illinois under the auspices of the American Arbitration Association ("AAA") and
pursuant to the Commercial Arbitration Rules of the AAA in effect at the time
arbitration is initiated. The arbitration panel shall consist of three
arbitrators: one arbitrator selected by each of the parties within 15 days
after receipt of the demand for arbitration, and a neutral arbitrator selected
by the two party-appointed arbitrators. If the two party-appointed arbitrators
cannot agree upon a person to serve as the neutral arbitrator within 30 days
after the parties have notified each other of the identity of the party-
appointed arbitrators, the neutral arbitrator shall be selected by the AAA.

   8. GOVERNING LAW. Except to the extent that this Agreement is governed by
any law of the United States or of a rule or regulation adopted by a regulatory
agency pursuant to any such law, this Agreement shall in all respects be
governed by and construed in accordance with the laws of the State of Illinois,
without regard to its conflicts of law doctrine.

   9. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit
of the successors and permitted assigns of each party hereto, provided that no
rights, obligations or liabilities hereunder shall be assignable by any party
without the prior written consent of the other party. It is expressly
understood and agreed by the parties that the conversion of the CBOT from a
Delaware non-stock, not-for-profit corporation into a Delaware stock, for-
profit corporation pursuant to the CBOT Restructuring Transactions shall have
no effect whatsoever on the validity or enforceability of this Agreement or the
1992 Agreement.

   10. OTHER AGREEMENTS. The 1992 Agreement shall remain in full force and
effect, and the CBOT and the CBOE hereby reaffirm all of their respective
rights and obligations thereunder except that if any provision of the 1992
Agreement conflicts with any provision of this Agreement the provisions of this
Agreement shall control. The CBOT and the CBOE agree that this Agreement and,
to the extent consistent with this Agreement, the 1992 Agreement, reflect the
complete and exclusive understanding and agreement of the parties concerning
the Exercise Right, and supersede all prior proposals and communications (oral
or written) by or between the parties on the same subject. The CBOT and the
CBOE agree to be bound by this Agreement and not to take any action
inconsistent with this Agreement.

   11. APPROVALS.

     (a) The CBOT and CBOE mutually agree that it is appropriate, and within
  the meaning and spirit of Article Fifth(b), for the CBOE to interpret
  Article Fifth(b) in accordance with the provisions of this Agreement. The
  CBOT and the CBOE acknowledge that, as an interpretation of Article
  Fifth(b), this agreement must be filed with and approved by the Securities
  and Exchange Commission ("SEC") in order to become effective. The CBOE will
  submit any rule changes required to implement this Agreement to the SEC for
  its review and approval. The CBOE also intends to submit this Agreement to
  the approval of the CBOE membership. The CBOE will use its best efforts to
  obtain approval from its membership and the SEC in the most expeditious
  manner possible. The CBOT intends to submit any rule changes required to

                                     E-1-4


  implement this Agreement to the Commodity Futures Trading Commission
  ("CFTC") for its review and approval. The CBOT will use its best efforts to
  obtain approval from the CFTC in the most expeditious manner possible. If
  the SEC, the CFTC, or both, refuse any of the above approvals unless
  certain changes are made, the parties agree to consider in good faith the
  adoption of the necessary changes as expeditiously as possible. If the SEC,
  the CFTC or the CBOE membership thereafter refuse their approval, despite
  the parties' good faith efforts, this Agreement shall be null and void, as
  if never executed, and neither party shall be deemed to be in any way bound
  by any term or provision, including any agreement or acknowledgement, of
  this Agreement.

     (b) This Agreement shall be attached as an exhibit to the CBOT's
  Registration Statement and the material provisions of this Agreement shall
  be summarized in that Registration Statement. This Agreement shall be null
  and void, as if never executed, and neither party shall be deemed to be in
  any way bound by any term or provision, including any agreement or
  acknowledgement, of this Agreement if 1) the SEC does not declare the
  Registration Statement effective; 2) if the CBOE does not consent to
  amendments to the Registration Statement subsequent to Amendments No. 1
  through 4 which consent shall not be unreasonably withheld; 3) the CBOT
  membership does not vote to approve the restructuring transactions
  described in the Registration Statement; 4) the CBOT does not receive a
  favorable ruling from the Internal Revenue Service ("IRS"), in form and
  substance satisfactory to the CBOT's Board of Directors, relating to the
  restructuring transactions described in the Registration Statement; 5) the
  CBOT does not receive any required approvals by the CFTC relating to the
  restructuring transactions described in the Registration Statement; or 6) a
  court order or other government regulation prohibits or restricts the
  restructuring transactions described in the Registration Statement. The
  CBOT will use its best efforts to obtain approval from the SEC, the IRS and
  the CFTC in the most expeditious manner possible. If the SEC, the IRS or
  the CFTC refuse their approval unless certain changes are made, the CBOT
  agrees to consult with the CBOE and to consider in good faith the adoption
  of the necessary changes as expeditiously as possible.

CHICAGO BOARD OPTIONS EXCHANGE,           BOARD OF TRADE OF THE CITY OF
 INCORPORATED                              CHICAGO, INC.


       /s/ William J. Brodsky                    /s/ Nickolas J. Neubauer
By: _________________________________     By: _________________________________
          Chairman and CEO                               Chairman
Title: ______________________________     Title: ______________________________
          /s/ Mark F. Duffy                         /s/ David J. Vitale
By: _________________________________     By: _________________________________
            Vice Chairman                            President and CEO
Title: ______________________________     Title: ______________________________

                                     E-1-5


                                  APPENDIX E-2

                                LETTER AGREEMENT


                              CBOT HOLDINGS, INC.
                           141 West Jackson Boulevard
                            Chicago, Illinois 60604

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                           141 West Jackson Boulevard
                            Chicago, Illinois 60604

October 24, 2001

Chicago Board Options Exchange Incorporated
400 South LaSalle Street
Chicago, Illinois 60605

Ladies and Gentlemen:

   We refer to that certain Agreement dated August 7, 2001, (the "August 7,
2001 Agreement") by and between the Chicago Board Options Exchange
Incorporated, a Delaware nonstock corporation (the "CBOE") and the Board of
Trade of the City of Chicago, Inc., a Delaware nonstock, not-for-profit
corporation (the "CBOT"), which addressed the resolution of certain disputes
that had arisen concerning the Exercise Right. Capitalized terms used but not
otherwise defined in this letter agreement shall have the meanings set forth in
the August 7, 2001 Agreement and the 1992 Agreement as applicable.

   The purpose of this letter agreement is to specify the terms and conditions
under which the August 7, 2001 Agreement will apply in the circumstances of the
proposed restructuring of the CBOT revised to accommodate the proposed holding
company structure as described in a new registration statement on form S-4 to
be filed by CBOT Holdings, Inc. ("CBOT Holdings") on or shortly after October
24, 2001 (referred to herein as the "Holdings Registration Statement"). Under
such holding company structure, the CBOT would be a for-profit, nonstock
Delaware corporation (referred to herein as the "CBOT Subsidiary") and a
subsidiary of a new stock, for-profit holding company, CBOT Holdings. Upon
completion of the restructuring, each Existing Full Member of CBOT would
receive 25,000 shares of common stock of CBOT Holdings, which corresponds to
the 25,000 shares of Class A Common Stock of CBOT referred to in the August 7,
2001 Agreement, and would receive one Class B-1 membership in the CBOT
Subsidiary and one Class C membership in the CBOT Subsidiary (which correspond
to the Class B Common Stock, Series B-1, and the Exercise Right Coupon,
respectively, referred to in the August 7, 2001 Agreement).

   It is our understanding, with which we ask you to evidence your agreement by
signing a copy of this letter agreement in the space provided below, that
subject to the conditions specified in this letter agreement, and in the
absence of any other material changes to the structure or ownership of the CBOT
Subsidiary or to the trading rights and privileges appurtenant to a CBOT Full
Membership not contemplated in the CBOT Restructuring Transactions as defined
herein, the proposed restructuring of the CBOT as described in the Holdings
Registration Statement will constitute "CBOT Restructuring Transactions" for
the purposes of the August 7, 2001 Agreement, such that upon the consummation
of the CBOT's restructuring as so described, Eligible CBOT Full Members and
Eligible CBOT Full Member Delegates will continue to be entitled to become
Exerciser Members of the CBOE in accordance with Article Fifth(b), the 1992
Agreement, the August 7, 2001 Agreement and this letter agreement; provided
that all references in the August 7, 2001 Agreement to shares of Class A Common
Stock of the CBOT, shares of Class B Common Stock, Series B-1, of the CBOT and
the Exercise Right Coupon shall be deemed to refer to shares of common stock of
CBOT Holdings, the Series B-1, Class B memberships of the CBOT Subsidiary and
the Class C memberships of the CBOT Subsidiary, respectively. In addition, all
references in Sections 2 and 11 of the August 7, 2001 Agreement to the
Registration Statement shall be deemed to refer to the Holdings Registration
Statement.

                                     E-2-1


   The agreed-upon conditions to the extension of the August 7, 2001 Agreement
to the proposed holding company structure are the following:

   A. CBOT Holdings shall cause the CBOT Subsidiary to comply fully with each
of the terms of the August 7, 2001 Agreement as modified by this letter
agreement.

   B. CBOT Holdings will take no action, directly or indirectly, that, if taken
by the CBOT Subsidiary itself, would amount to a violation of the terms of the
August 7, 2001 Agreement as modified by this letter agreement, including but
not limited to action that would cause the various incentives to promote the
continued value of CBOT membership, including member and delegate fee
preferences and pit closing provisions and seat ownership requirements for CBOT
clearing firms as described in paragraph 2(c) of the August 7, 2001 Agreement,
to no longer be meaningful for the purpose stated in said paragraph 2(c).

   C. In the event questions arise as to whether CBOT Holdings has taken or
proposes to take action that would have the effect of causing the various
incentives to promote the continued value of CBOT membership, including member
and delegate fee preferences and pit closing provisions and seat ownership
requirements for CBOT clearing firms to no longer be meaningful in violation of
its obligation in paragraph B above, such questions shall be submitted to
binding arbitration in accordance with Sections 2(c) and 7 of the August 7,
2001 Agreement, and the arbitrators will have the same authority as provided in
the August 7, 2001 Agreement to decide such questions, to specify a remedy for
CBOT Holding's failure to honor its obligation not to take any such action, and
to prescribe the consequences of any failure by CBOT Holdings to take any
action required under any such remedy specified by the arbitrators within
thirty (30) days of the arbitrators' decision.

   The CBOE hereby consents to the filing with the SEC of the Holdings
Registration Statement in a form substantially the same as the draft of the
Holdings Registration Statement dated October 23, 2001, previously provided to
the CBOE.

   It is understood that Sections 6, 7, 8, 9, 10 and 11 of the August 7, 2001
Agreement as modified by this letter agreement shall be incorporated by
reference herein, and that the provisions of those Sections shall be binding
upon CBOT Holdings to the same extent as upon CBOT, except where the context
otherwise requires.

   This letter agreement supercedes in its entirety the letter agreement
executed by the parties hereto on October 19, 2001, which upon the execution of
this letter agreement shall cease to be of any force or effect.

                                        Very truly yours,

                                        CBOT Holdings, Inc.

                                          /s/ Nickolas J. Neubauer
                                        By: ____________________________________
                                        Nickolas J. Neubauer
                                        Its Chairman

                                        Board of Trade of the City of Chicago,
                                         Inc.

                                          /s/ Nickolas J. Neubauer
                                        By: ____________________________________
                                        Nickolas J. Neubauer
                                        Its Chairman

                                        Accepted and Agreed to this 18th day of
                                        October, 2001

                                        Chicago Board Options Exchange
                                        Incorporated

                                          /s/ William J. Brodsky
                                        By: ____________________________________
                                        William J. Brodsky
                                        Its Chairman and Chief Executive
                                        Officer


                                     E-2-2


                                   APPENDIX F

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              CBOT HOLDINGS, INC.
     (Originally incorporated in the State of Delaware on August 15, 2001)

                                   ARTICLE I

                                      NAME

   The name of the corporation is CBOT Holdings, Inc. (hereinafter referred to
as the "Corporation").

                                   ARTICLE II

                                REGISTERED AGENT

   The address of the registered office of the Corporation in the State of
Delaware is 9 Loockerman Street, in the City of Dover, County of Kent, Delaware
19901. The name of the registered agent of the Corporation at such address is
National Registered Agents, Inc.

                                  ARTICLE III

                               CORPORATE PURPOSES

   The nature of the business or purposes to be conducted or promoted by the
Corporation are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware (as
amended from time to time, the "DGCL").

                                   ARTICLE IV

                                 CAPITAL STOCK

   A. Authorized Shares.

   The total number of shares of stock which the Corporation shall have the
authority to issue is one hundred ten million (110,000,000), consisting of one
hundred million (100,000,000) shares of Common Stock, par value $.001 per share
(the "Common Stock"), and ten million (10,000,000) shares of Preferred Stock,
par value $.001 per share (the "Preferred Stock").

   B. Preferred Stock.

   The Board of Directors is authorized, subject to any limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of Delaware
(such certificate being hereinafter referred to as a "Preferred Stock
Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of the Preferred
Stock, or of any series thereof, unless a vote of any such holders is required
pursuant to the terms of any Preferred Stock Designation.

                                      F-1


   C. Common Stock Voting Rights.

   Each outstanding share of Common Stock shall entitle the holder thereof to
one vote on each matter properly submitted to the stockholders of the
Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any
amendment to this Certificate of Incorporation (including any Preferred Stock
Designation) that relates solely to the terms of one or more outstanding series
of Preferred Stock if the holders of such affected series are entitled, either
separately or together as a class with the holders of one or more other such
series, to vote thereon by law or pursuant to this Certificate of Incorporation
(including any Preferred Stock Designation).

   D. Initial Restriction on Transfer. The Common Stock shall be subject to the
following transfer restrictions, and no Common Stock shall be sold, transferred
or otherwise disposed of, except as follows:

 1.    For a period commencing upon the effective date of the amendment and
       restatement of this Certificate of Incorporation providing restrictions
       on the transfer of Common Stock (the "Effective Date") and ending on the
       date occurring two hundred seventy (270) days thereafter, no share of
       Common Stock may be sold, transferred or otherwise disposed of except
       (a) by operation of law, (b) in a transaction specifically approved by
       the Board of Directors of the Corporation or a duly authorized committee
       thereof or (c) in a transaction consummated in connection with and
       conditioned upon the sale, transfer or disposal of a Class B membership
       and, to the extent applicable, a Class C membership, in the Board of
       Trade of the City of Chicago, Inc., a for-profit, nonstock corporation,
       which is a subsidiary of the Corporation (the "CBOT Subsidiary"), that
       results in the number of shares of Common Stock associated with the
       series of such Class B membership, as set forth hereinafter in this
       Section D.1., being simultaneously sold, transferred or disposed of to
       the same transferee of such Class B membership and, to the extent
       applicable, such Class C membership, in the CBOT Subsidiary. The number
       of shares of Common Stock that may be sold, transferred or otherwise
       disposed of in accordance with the preceding sentence is as follows:
       25,000 shares of Common Stock with one Series B-1, Class B membership
       and one Class C membership in the CBOT Subsidiary, 5,000 shares of
       Common Stock with one Series B-2, Class B membership in the CBOT
       Subsidiary, 2,500 shares of Common Stock with one Series B-3, Class B
       membership in the CBOT Subsidiary, 300 shares of Common Stock with one
       Series B-4, Class B membership in the CBOT Subsidiary, and 350 shares of
       Common Stock with one Series B-5, Class B membership in the CBOT
       Subsidiary.

 2.    For a period commencing on the day that is two hundred seventy one (271)
       days following the Effective Date and ending on the day that is four
       hundred fifty (450) days following the Effective Date, each holder of
       Common Stock may sell, transfer or otherwise dispose of an aggregate
       number of shares of Common Stock up to fifteen percent (15%) of the
       number of shares of Common Stock held thereby on the first day of such
       period or on the Effective Date, whichever is greater; and any shares so
       permitted to be sold, transferred or disposed shall not thereafter be
       subject to any restrictions under this Article IV.D. In addition, such
       holder may sell, transfer or otherwise dispose of such holder's Common
       Stock in compliance with the conditions and limitations set forth in
       Article IV.D.1 during such period.

 3.    For a period commencing on the day that is four hundred fifty one (451)
       days following the Effective Date and ending on the day that is six
       hundred thirty (630) days following the Effective Date, each holder of
       Common Stock may sell, transfer or otherwise dispose of an aggregate
       number of shares of Common Stock up to forty percent (40%) of the number
       of shares of Common Stock held thereby on the first day of such period
       or on the Effective Date, whichever is greater; and any shares so
       permitted to be sold, transferred or disposed shall not thereafter be
       subject to any restrictions under this Article IV.D. In addition, such
       holder may sell, transfer or otherwise dispose of such holder's Common
       Stock in compliance with the conditions and limitations set forth in
       Article IV.D.1 during such period.

  4.   For a period commencing on the day that is six hundred thirty one (631)
       days following the Effective Date and ending on the day that is eight
       hundred ten (810) days following the Effective Date, each holder of
       Common Stock may sell, transfer or otherwise dispose of an aggregate
       number of shares of

                                      F-2


      Common Stock up to sixty-five percent (65%) of the number of shares of
      Common Stock held thereby on the first day of such period or on the
      Effective Date, whichever is greater; and any shares so permitted to be
      sold, transferred or disposed shall not thereafter be subject to any
      restrictions under this Article IV.D. In addition, such holder may sell,
      transfer or otherwise dispose of such holder's Common Stock in
      compliance with the conditions and limitations set forth in Article
      IV.D.1 during such period.

 5.   On and after the day that is eight hundred eleven (811) days following
      the Effective Date, there shall be no restrictions applicable to the
      Common Stock under this Article IV.D.

 6.   Any purported sale, transfer or other disposition of Common Stock not in
      accordance with this Article IV.D. shall be void and shall not be
      recorded on the books of or otherwise recognized by the Corporation. In
      connection with any sale, transfer or other disposition subject to this
      Article IV.D, the transferor shall notify the Corporation and its
      transfer agent, as applicable, as to which provision of this Article
      IV.D such sale, transfer or disposition is being effected in compliance
      with and shall furnish such documents or other evidence as the
      Corporation or its transfer agent may request to verify such compliance.
      The shares of Common Stock shall be represented by stock certificates
      which shall have a legend thereon with respect to the restrictions of
      this Article IV.D, which legend shall be removed by the Corporation or
      its transfer agent, as applicable, upon issuance of any stock
      certificates representing shares not subject to the restrictions of this
      Article IV.D. pursuant to the terms thereof.

   Notwithstanding the foregoing provisions of this Section, the Board of
Directors may remove some or all of the foregoing restrictions on transfer if
it determines, in its sole and absolute discretion, that such removal is
appropriate.

                                   ARTICLE V

                             MANAGEMENT OF AFFAIRS

   The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its
directors and stockholders:

     A. In accordance with Section 141(a) of the DGCL, the business and
  affairs of the Corporation shall be managed by or under the direction of a
  governing body, which shall be known as the "Board of Directors." The
  composition of the Board of Directors shall be as set forth in Article VI
  of this Certificate of Incorporation. In addition to the powers and
  authority expressly conferred upon them by statute or by this Certificate
  of Incorporation or the Bylaws of the Corporation, the directors are hereby
  empowered to exercise all powers and do all acts and things as may be
  exercised or done by the Corporation.

     B. The directors of the Corporation need not be elected by written
  ballot unless the Bylaws so provide.

     C. Any action required or permitted to be taken by the stockholders of
  the Corporation must be effected at a duly called annual or special meeting
  of stockholders of the Corporation and may not be effected by any consent
  in writing by such stockholders.

     D. Special meetings of stockholders of the Corporation may be called
  only by the Chairman of the Board or the President of the Corporation, or
  by the Board of Directors acting pursuant to a resolution adopted by a
  majority of the Whole Board. For purposes of this Certificate of
  Incorporation, the term "Whole Board" shall mean the total number of
  authorized directors whether or not there exist any vacancies in previously
  authorized directorships.

                                      F-3


                                   ARTICLE VI

                               BOARD OF DIRECTORS

   A. The effectiveness of the amendment and restatement of this Certificate of
Incorporation shall not change the size or composition of the Board of
Directors and the directorships thereon shall continue to have the same voting
rights (or no voting rights) associated therewith as were associated with such
directorships prior to the Effective Date. Commencing with the election of
directors at the first annual or special meeting of stockholders following the
Effective Date (the "Initial Meeting"), the number of directors constituting
the Whole Board shall be nine (9), plus any directors who the holders of any
series of Preferred Stock may be entitled to elect under specified
circumstances (hereinafter referred to as "Preferred Stock Directors"). The
terms of all directors in office prior to the Initial Meeting shall expire as
such initial meeting upon the due election and qualification of their
successors thereat. At each annual meeting of stockholders following the
Initial Meeting, directors elected to succeed those directors whose terms
expire shall be elected to hold office until the next succeeding annual meeting
of stockholders after their election or until their successors shall have been
duly elected and qualified. Commencing with the Initial Meeting, the following
qualifications for directors, other than Preferred Stock Directors, shall
apply: two (2) directors, on the date of the first of their nomination or
selection as nominees for the Board of Directors, shall be "independent
directors" as such term is defined in the Bylaws (the "Independent Directors");
five (5) directors, on the date of the first of their nomination or selection
as nominees for the Board of Directors, shall be holders of Class B memberships
in the CBOT Subsidiary and shall satisfy the qualifications for and
requirements of the applicable class and series of membership as set forth in
the Rules and Regulations of For-Profit CBOT (the "Class B Directors"); one (1)
director, not subject to any qualifications (the "At-large Director"), and one
director, not subject to any qualifications, who shall serve as Chairman of the
Board of Directors (the "Chairman Director"). The person serving as Chairman
Director shall be Chairman of the Board of Directors.

   B. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise required by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum (and not by stockholders), and
directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders. No decrease in the authorized number of directors
shall shorten the term of any incumbent director.

   C. Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.

                                  ARTICLE VII

                              AMENDMENT OF BYLAWS

   The Board of Directors is expressly empowered to adopt, amend or repeal the
Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws by
the Board of Directors shall require the approval of a majority of the Whole
Board. The stockholders shall also have power to adopt, amend or repeal the
Bylaws; provided, however, that, in addition to any vote of the holders of any
class or series of stock of the Corporation required by any Preferred Stock
Designation, any adoption, amendment or repeal of the Bylaws by the
stockholders shall require the affirmative vote of the holders of at least
sixty six and two-thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class based on their
respective voting rights.

                                      F-4


                                  ARTICLE VIII

                            LIMITATION OF LIABILITY

   A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If
the DGCL is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.

   Any repeal or modification of the foregoing paragraph by the stockholders of
the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.

                                   ARTICLE IX

                   AMENDMENT OF CERTIFICATE OF INCORPORATION

   The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of Delaware and all rights conferred upon stockholders are
granted subject to this reservation.

                                   ARTICLE X

                               ISSUANCE OF RIGHTS

   In addition to and not in limitation of any powers conferred upon the Board
of Directors by the DGCL, the Board of Directors is hereby authorized to create
and issue, whether or not in connection with the issuance and sale of any stock
of the Corporation or other securities or property, rights entitling any
holders of stock of the Corporation to purchase or receive from the Corporation
shares of Preferred Stock, Common Stock or other securities or assets of the
Corporation or any other entity. The times at which and the terms upon which
such rights are issued, are exercisable and are to remain outstanding shall be
determined by the Board of Directors. The authority of the Board of Directors
with respect to such rights shall include, without limitation, determination of
the following:

   (A) The initial purchase price per share or other unit of the stock or other
securities or property to be purchased upon exercise of such rights;

   (B) Provisions relating to the times at which and the circumstances under
which such rights may be exercised or sold or otherwise transferred, either
together with or separately from, any other stock or other securities of the
Corporation;

   (C) Provisions which adjust the number or exercise price of such rights or
the amount or nature of the stock or other securities or property receivable
upon exercise of such rights in the event of a combination, subdivision or
reclassification of any stock of the Corporation, a change in ownership of the
Corporation's stock or other securities or a reorganization, merger,
consolidation, sale of assets or other occurrence relating to the Corporation
or any stock of the Corporation, and provisions restricting the ability of the
Corporation to enter into any such transaction absent an assumption by the
other party or parties thereto of the obligations of the Corporation under such
rights;

                                      F-5


   (D) Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to exercise
such rights and/or cause the rights held by such holder to become void;

   (E) Provisions which permit the Corporation to redeem or to exchange such
rights; and

   (F) The appointment of a rights agent with respect to such rights.

                                   ARTICLE XI

                                  SECTION 203

   The Corporation hereby elects to be governed by Section 203 of the DGCL.

                                    * * * *


                                      F-6


                                   APPENDIX G

                          AMENDED AND RESTATED BYLAWS
                                       OF
                              CBOT HOLDINGS, INC.

   These Bylaws shall take effect at the effective time (the "Effective Time")
of the Amended and Restated Certificate of Incorporation (as amended from time
to time, the "Certificate of Incorporation") of CBOT Holdings, Inc. (the
"Corporation") to be filed with the Secretary of State of the State of Delaware
in connection with the demutualization and restructuring of the Board of Trade
of the City of Chicago, Inc. (the "Restructuring") as described in the
Registration Statement filed with the Securities and Exchange Commission in
connection with the Restructuring.

                            ARTICLE I--STOCKHOLDERS

   Section 1. Annual Meeting.

   (1) An annual meeting of the stockholders of the Corporation, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors of the Corporation (the "Board of Directors") shall each year fix,
which date shall be within thirteen (13) months of the last annual meeting of
stockholders.

   (2) Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors
or (c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.

   (3) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the General Corporation Law of the State of
Delaware (as amended from time to time, the "DGCL"), (3) if the stockholder, or
the beneficial owner on whose behalf any such proposal or nomination is made,
has provided the Corporation with a Solicitation Notice, as that term is
defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial
owner must, in the case of a proposal, have delivered a proxy statement and
form of proxy to holders of at least the percentage of the Corporation's voting
shares required under applicable law to carry any such proposal, or, in the
case of a nomination or nominations, have delivered a proxy statement and form
of proxy to holders of a percentage of the Corporation's voting shares
reasonably believed by such stockholder or beneficial holder to be sufficient
to elect the nominee or nominees proposed to be nominated by such stockholder,
and must, in either case, have included in such materials the Solicitation
Notice and (4) if no Solicitation Notice relating thereto has been timely
provided pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this section. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than thirty (30) or more than seventy-five (75) days prior to the first
anniversary (the "Anniversary") of the date on which the Corporation first
mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that for purposes of the first annual meeting
of stockholders following the Effective Time, or if the date of an annual
meeting is advanced more than thirty (30) days prior to or delayed by more than
thirty (30) days after the anniversary of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered not earlier than
the 120th day prior to such annual meeting and not later than the close of
business on the later of (i) the 60th day prior to such annual meeting or (ii)
the 10th

                                      G-1


day following the day on which public announcement of the date of such meeting
is first made. Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director (x) all information relating to such person as would be required to be
disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (y) whether the stockholder proposes to
nominate such person to be an Independent Director (as defined in Section 1 of
Article II of these Bylaws), a Class B Director, the At-large Director or, if
permitted by the Certificate of Incorporation, the Chairman Director (as such
terms are defined in Section A of Article VI of the Certificate of
Incorporation) and, if applicable, a statement that such person satisfies the
applicable criteria for Independent Directors or Class B Directors, as
applicable, and (z) such person's written consent to serve as a director if
elected and, if applicable, a written undertaking to promptly provide to the
Secretary of the Corporation upon request any information that the Corporation
deems to be relevant to the determination of whether such person satisfies the
applicable criteria for Independent Directors or Class B Directors, as
applicable; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of such business, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, (ii) the class and number of
shares of the Corporation that are owned beneficially and of record by such
stockholder and such beneficial owner, and (iii) whether either such
stockholder or beneficial owner intends to deliver a proxy statement and form
of proxy to holders of, in the case of a proposal, at least the percentage of
the Corporation's voting shares required under applicable law to carry the
proposal or, in the case of a nomination or nominations, a sufficient number of
holders of the Corporation's voting shares to elect such nominee or nominees
(an affirmative statement of such intent, a "Solicitation Notice").

   (4) Notwithstanding anything in the second sentence of the third paragraph
of this Section 1 to the contrary, in the event that the number of directors to
be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least fifty-five
(55) days prior to the Anniversary, a stockholder's notice required by this
Bylaw shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the Corporation.

   (5) Only persons nominated in accordance with the procedures set forth in
this Section 1 shall be eligible to be elected as directors at an annual
meeting of stockholders and only such business shall be conducted at an annual
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this section. The chairman of the
meeting shall have the power and the duty to determine whether a nomination or
any business proposed to be brought before the meeting has been made in
accordance with the procedures set forth in these Bylaws and, if any proposed
nomination or business is not in compliance with these Bylaws, to declare that
such defectively proposed business or nomination shall not be presented for
stockholder action at the meeting and shall be disregarded.

   (6) For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

   (7) Notwithstanding the foregoing provisions of this Section 1, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 1. Nothing in this Section 1 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                      G-2


   Section 2. Special Meetings.

   (1) Special meetings of the stockholders, other than those required by
statute, may be called only by the Chairman of the Board or the President of
the Corporation or by the Board of Directors acting pursuant to a resolution
adopted by a majority of the Whole Board. For purposes of these Bylaws, the
term "Whole Board" shall mean the total number of authorized directors whether
or not there exist any vacancies in previously authorized directorships. The
Board of Directors may postpone or reschedule any previously scheduled special
meeting.

   (2) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. The chairman of the meeting shall have the
power and the duty to determine whether a nomination or any business proposed
to be brought before the meeting has been made in accordance with the
procedures set forth in these Bylaws and, if any proposed nomination or
business is not in compliance with these Bylaws, to declare that such
defectively proposed business or nomination shall not be presented for
stockholder action at the meeting and shall be disregarded. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of record of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
paragraph, who shall be entitled to vote at the meeting and who complies with
the notice procedures set forth in Section 1 of this Article I. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice required by
the third paragraph of Section 1 of this Article I shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the day on which public announcement is first made of the date of the
special meeting and not later than the close of business on the later of the
90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting.

   (3) Notwithstanding the foregoing provisions of this Section 2, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2. Nothing in this Section 2 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

   Section 3. Notice of Meetings.

   Notice of the place, if any, date, and time of all meetings of the
stockholders, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote
at such meeting, shall be given, not less than ten (10) nor more than sixty
(60) days before the date on which the meeting is to be held, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from time
to time by the DGCL or the Certificate of Incorporation).

   When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, if any, thereof, and the
means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, notice of the place, if any, date, and time
of the adjourned meeting and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting, shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.


                                      G-3


   Section 4. Quorum.

   At any meeting of the stockholders, the holders of a majority of the voting
power of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes or series is
required, the holders of a majority of the voting power of all of the shares of
such class or classes or series entitled to participate in such separate vote,
present in person or by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter.

   If a quorum shall fail to attend any meeting, the chairman of the meeting
may adjourn the meeting to another place, if any, date, or time.

   Section 5. Organization.

   Such person as the Board of Directors may have designated or, in the absence
of such a person, the Chairman of the Board or, in his or her absence, the
President of the Corporation or, in his or her absence, such person as may be
chosen by the holders of a majority of the voting power of the shares entitled
to vote who are present, in person or by proxy, shall call to order any meeting
of the stockholders and act as chairman of the meeting. In the absence of the
Secretary of the Corporation, the secretary of the meeting shall be such person
as the chairman of the meeting appoints.

   Section 6. Conduct of Business.

   The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.
The chairman shall have the power to adjourn the meeting to another place, if
any, date and time. The date and time of the opening and closing of the polls
for each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.

   Section 7. Proxies and Voting.

   At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing or by a
transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

   The Corporation may, and to the extent required by law, shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation may designate one or
more alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting may, and to the extent required by law, shall, appoint
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to
the best of his or her ability. Every vote taken by ballots shall be counted by
a duly appointed inspector or inspectors.

   All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast affirmatively or negatively.

   Section 8. Stock List.

   A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares

                                      G-4


registered in his or her name, shall be open to the examination of any such
stockholder for a period of at least ten (10) days prior to the meeting in the
manner provided by law.

   The stock list shall also be open to the examination of any stockholder
during the whole time of the meeting as provided by law. This list shall
presumptively determine the identity of the stockholders entitled to vote at
the meeting and the number of shares held by each of them.

   Section 9. Initial Meeting.

   Notwithstanding anything in these Bylaws to the contrary, with respect to
stockholder nominations of persons for election to the Board of Directors at
the Initial Meeting (as such term is defined in Section A of Article VI of the
Certificate of Incorporation), the Board of Directors may, in its sole and
absolute discretion, establish stockholder nomination notice requirements and
procedures to apply in lieu of all or part of the stockholder nomination notice
requirements and procedures set forth in Section 1 of this Article I and in the
second paragraph of Section 2 of this Article I.

                         ARTICLE II--BOARD OF DIRECTORS

   Section 1. Number, Election, Term and Qualifications of Directors.

   The effectiveness of the amendment and restatement of these Bylaws shall not
change the size or composition of the Board of Directors and the directorships
thereon shall continue to have the same voting rights (or no voting rights)
associated therewith as were associated with such directorships prior to the
effectiveness of the amendment and restatement of these Bylaws. Commencing with
the election of directors at the Initial Meeting (as such term is defined in
the Certificate of Incorporation), the number of directors constituting the
whole Board (as such term is defined in the Certificate of Incorporation) shall
be nine (9), plus any directors who the holders of any series of preferred
stock may be entitled to elect under specified circumstances (hereinafter
referred to as "Preferred Stock Directors"). The directors shall serve for such
terms and be subject to such qualifications and requirements as are set forth
in the Certificate of Incorporation.

   For purposes of these Bylaws and the Certificate of Incorporation,
"independent director" means a person other than an officer or employee of the
Corporation or it subsidiaries or any other individual having a relationship
which, in the sole and absolute discretion of the Board of Directors, or in the
case of a nominee, the nominating committee of the Board of Directors, would
interfere with the exercise of independent judgement in carrying out the
responsibilities of a director. The following persons shall not be considered
independent:

    (A) a director who is a Member of the Board of Trade of the City of
   Chicago, Inc, a nonstock, for-profit subsidiary of the Corporation ("CBOT
   Subsidiary"), or who is employed by the Corporation or the CBOT Subsidiary,
   or any of their respective affiliates for the current year or any of the
   past three (3) years;

    (B) a director who accepts any compensation from the Corporation or the
   CBOT Subsidiary, or any of their respective affiliates in excess of $60,000
   during the previous fiscal year, other than compensation for board service,
   benefits under a tax-qualified retirement plan, or non-discretionary
   compensation or who primarily performs services for the Corporation or the
   CBOT Subsidiary in a capacity other than as a member of their respective
   boards of directors;

    (C) a director who is a member of the immediate family of an individual who
   is, or has been in any of the past three years, employed by the Corporation
   or the CBOT Subsidiary, or any of their respective affiliates as an
   executive officer. Immediate family includes a person's spouse, parents,
   children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-
   law, son-in-law, daughter-in-law and anyone who resides in such person's
   home;

                                      G-5


    (D) a director who is a partner in, or a controlling stockholder or an
   executive officer of, any for-profit business organization to which the
   Corporation or the CBOT Subsidiary made, or from which the Corporation or
   the CBOT Subsidiary received, payments (other than those arising solely from
   investments in the Corporation's securities or the CBOT Subsidiary's
   memberships) that exceed 5% of the Corporation's, the CBOT Subsidiary's, or
   the business organization's consolidated gross revenues for that year, or
   $200,000, whichever is more, in any of the past three years;

    (E) a director who is employed as an executive of another entity where any
   of the Corporation's or the CBOT Subsidiary's executives serve on that
   entity's compensation committee; and

    (F) a director who is an officer, principal (as defined in the Commodity
   Exchange Act and applicable Regulations promulgated thereunder) or employee
   of a firm, which holds a membership in the CBOT Subsidiary either in its own
   name or through an employee on behalf of the firm.

   Section 2. Chairman of the Board.

   The Chairman of the Board shall be the presiding officer at all meetings of
the Board of Directors and shall exercise such other powers and perform such
other duties as are delegated to him or her by the Board of Directors.

   Section 3. Newly Created Directorships and Vacancies.

   Subject to the rights of the holders of any series of preferred stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall, unless otherwise required by law or by resolution
of the Board of Directors, be filled only by a majority vote of the directors
then in office, though less than a quorum (and not by stockholders), and
directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders and until such director's successor shall have been
duly elected and qualified. No decrease in the number of authorized directors
shall shorten the term of any incumbent director.

   Section 4. Regular Meetings.

   Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.

   Section 5. Special Meetings.

   Special meetings of the Board of Directors may be called only by the
Chairman of the Board, the President of the Corporation or by a majority of the
Whole Board and shall be held at such place, on such date, and at such time as
they or he or she shall fix. Notice of the place, date, and time of each such
special meeting shall be given to each director by whom it is not waived by
mailing written notice not less than five (5) days before the meeting or by
telephone or by telegraphing or telexing or by facsimile or electronic
transmission of the same not less than twenty-four (24) hours before the
meeting. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting.

   Section 6. Quorum.

   At any meeting of the Board of Directors, a majority of the total number of
the Whole Board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date, or time, without further notice or waiver thereof.

                                      G-6


   Section 7. Participation in Meetings By Conference Telephone.

   Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board of Directors or committee by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.

   Section 8. Conduct of Business.

   At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board of Directors may from time to time
determine, and all matters shall be determined by the vote of a majority of the
directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members
thereof consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the Board of Directors. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

   Section 9. Compensation of Directors.

   Unless otherwise restricted by the certificate of incorporation, the Board
of Directors shall have the authority to fix the compensation of the directors.
The directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or paid a stated salary or paid other
compensation as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed compensation
for attending committee meetings.

                            ARTICLE III--COMMITTEES

   Section 1. Committees of the Board of Directors.

   The Board of Directors may from time to time designate committees of the
Board of Directors, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board of Directors. The Board
of Directors shall elect a director or directors to serve as the member or
members of any such committee, designating, if it desires, other directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any committee and any alternate member in his or her place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.

   Section 2. Conduct of Business.

   Each committee may determine the procedural rules for meeting and conducting
its business and shall act in accordance therewith, except as otherwise
provided herein or required by law. Except as otherwise determined by the Board
of Directors, adequate provision shall be made for notice to members of all
meetings; one-third ( 1/3) of the members shall constitute a quorum unless the
committee shall consist of one (1) or two (2) members, in which event one (1)
member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission
or transmissions are filed with the minutes of the proceedings of such
committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

                                      G-7


                              ARTICLE IV--OFFICERS

   Section 1. Generally.

   The officers of the Corporation shall consist of a President (who shall also
be Chief Executive Officer), one or more Vice Presidents, a Secretary, a
Treasurer and such other officers as may from time to time be appointed by the
Corporation.

   Section 3. President.

   The President shall be the Chief Executive Officer of the Corporation.
Subject to the provisions of these Bylaws and to the direction of the Board of
Directors, he or she shall have the responsibility for the general management
and control of the business and affairs of the Corporation and shall perform
all duties and have all powers which are commonly incident to the office of
chief executive or which are delegated to him or her by the Board of Directors.
He or she shall have power to sign all stock certificates, contracts and other
instruments of the Corporation which are authorized and shall have general
supervision and direction of all of the other officers (other than Chairman of
the Board), employees and agents of the Corporation.

   Section 4. Vice President.

   Each Vice President shall have such powers and duties as may be delegated to
him or her by the Board of Directors. One (1) Vice President shall be
designated by the Board of Directors to perform the duties and exercise the
powers of the President in the event of the President's absence or disability.

   Section 5. Treasurer.

   The Treasurer shall have the responsibility for maintaining the financial
records of the Corporation. He or she shall make such disbursements of the
funds of the Corporation as are authorized and shall render from time to time
an account of all such transactions and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as the Board of
Directors may from time to time prescribe.

   Section 6. Secretary.

   The Secretary shall issue all authorized notices for, and shall keep minutes
of, all meetings of the stockholders and the Board of Directors. He or she
shall have charge of the corporate books and shall perform such other duties as
the Board of Directors may from time to time prescribe.

   Section 7. Delegation of Authority.

   The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.

   Section 8. Removal.

   Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.

   Section 9. Action with Respect to Securities of Other Corporations.

   Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise
to exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

                                      G-8


                                ARTICLE V--STOCK

   Section 1. Certificates of Stock.

   The shares of the Corporation shall be represented by certificates unless
the Board of Directors shall by resolution provide that some or all of any
class or series of stock shall be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until the certificate is
surrendered to the Corporation. Notwithstanding the adoption of any resolution
providing for uncertificated shares, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by,
the Chairperson or Vice Chairperson of the Board of Directors, or the President
or Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, representing the number of shares
registered in certificate form. The form of such certificates and the
signatures thereon shall comply with the requirements of the DGCL. Any or all
of the signatures on the certificate may be by facsimile.

   Section 2. Transfers of Stock.

   Transfers of stock shall be subject to the restrictions on transfer set
forth in the Certificate of Incorporation and shall be made only upon the
transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 of Article V
of these Bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

   Section 3. Record Date.

   In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise
any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may, except as
otherwise required by law, fix a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted and
which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of any meeting of stockholders, nor more than sixty (60) days
prior to the time for such other action as hereinbefore described; provided,
however, that if no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto.

   A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

   Section 4. Lost, Stolen, Mutilated or Destroyed Certificates.

   In the event of the loss, theft, mutilation or destruction of any
certificate of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such
loss, theft, mutilation or destruction and concerning the giving of a
satisfactory bond or bonds of indemnity.

   Section 5. Regulations.

   The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.

                                      G-9


                              ARTICLE VI--NOTICES

   Section 1. Notices.

   If mailed, notice to stockholders shall be deemed given when deposited in
the mail, postage prepaid, directed to the stockholder at such stockholder's
address as it appears on the records of the Corporation. Without limiting the
manner by which notice otherwise may be given effectively to stockholders, any
notice to stockholders may be given by electronic transmission in the manner
provided in Section 232 of the DGCL.

   Section 2. Waivers.

   A written waiver of any notice, signed by a stockholder or director, or
waiver by electronic transmission by such person, whether given before or after
the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such person. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
Attendance at any meeting shall constitute waiver of notice except attendance
for the sole purpose of objecting to the timeliness of notice.

                           ARTICLE VII--MISCELLANEOUS

   Section 1. Facsimile Signatures.

   In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

   Section 2. Corporate Seal.

   The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and
when so directed by the Board of Directors or a committee thereof, duplicates
of the seal may be kept and used by the Treasurer or by an Assistant Secretary
or Assistant Treasurer.

   Section 3. Reliance upon Books, Reports and Records.

   Each director, each member of any committee designated by the Board of
Directors and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of its
officers or employees, or committees of the Board of Directors so designated,
or by any other person as to matters which such director or committee member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of
the Corporation.

   Section 4. Fiscal Year.

   The fiscal year of the Corporation shall be as fixed by the Board of
Directors.

   Section 5. Time Periods.

   In applying any provision of these Bylaws which requires that an act be done
or not be done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be excluded, and the
day of the event shall be included.

                                      G-10


            ARTICLE VIII--INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 1. Right to Indemnification.

   Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director, officer, committee
member or employee of the Corporation or is or was serving at the request of
the Corporation as a director, officer, trustee, committee member or employee
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, trustee, committee
member or employee or in any other capacity while serving as a director,
officer, trustee, committee member or employee shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than such law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section 3 of this ARTICLE VIII with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors.

   Section 2. Right to Advancement of Expenses.

   In addition to the right to indemnification conferred in Section 1 of this
ARTICLE VIII, an indemnitee shall also have the right to be paid by the
Corporation the expenses (including attorney's fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the DGCL requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of
an undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section 2 or otherwise.

   Section 3. Right of Indemnitee to Bring Suit.

   If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the DGCL. Neither the failure of the Corporation (including its directors who
are not parties to such action, a committee of such directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the Corporation
(including its directors who are not parties to such action, a committee of

                                      G-11


such directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this ARTICLE VIII or
otherwise shall be on the Corporation.

   Section 4. Non-Exclusivity of Rights.

   The rights to indemnification and to the advancement of expenses conferred
in this ARTICLE VIII shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or directors or
otherwise.

   Section 5. Insurance.

   The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
DGCL.

   Section 6. Indemnification of Agents of the Corporation.

   The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any agent of the Corporation to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

   Section 7. Nature of Rights.

   The rights conferred upon indemnitees in this ARTICLE VIII shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be
a director, officer or trustee and shall inure to the benefit of the
indemnitee's heirs, executors and administrators. Any amendment, alteration or
repeal of this ARTICLE VIII that adversely affects any right of an indemnitee
or its successors shall be prospective only and shall not limit or eliminate
any such right with respect to any proceeding involving any occurrence or
alleged occurrence of any action or omission to act that took place prior to
such amendment or repeal.

                             ARTICLE IX--AMENDMENTS

   The Board of Directors is expressly empowered to adopt, amend or repeal the
Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of
the Corporation by the Board of Directors shall require the approval of a
majority of the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the Bylaws of the Corporation; provided, however, that any
adoption, amendment or repeal of the Bylaws of the Corporation by the
stockholders shall require the affirmative vote of the holders of at least
sixty six and two-thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class based on their
respective voting rights.

                                    * * * *

                                      G-12


                                   APPENDIX H

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             BOARD OF TRADE OF THE
                             CITY OF CHICAGO, INC.
        (Originally incorporated in the State of Delaware under the name
                      Delaware CBOT, Inc. on May 12, 2000)

                                   ARTICLE I

                                      NAME

   The name of the corporation is Board of Trade of the City of Chicago, Inc.
(hereinafter referred to as the "Corporation").

                                   ARTICLE II

                                REGISTERED AGENT

   The address of the registered office of the Corporation in the State of
Delaware is 9 Loockerman Street, in the City of Dover, County of Kent, Delaware
19901. The name of the registered agent of the Corporation at such address is
National Registered Agents, Inc.

                                  ARTICLE III

                               CORPORATE PURPOSES

   The nature of the business or purposes to be conducted or promoted by the
Corporation are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware (as
amended from time to time, the "DGCL").

                                   ARTICLE IV

                                   MEMBERSHIP

   A. General.

   The Corporation shall have no authority to issue capital stock. The terms
and conditions of membership in the Corporation shall be as provided in or
pursuant to this Certificate of Incorporation and the Bylaws of the Corporation
(the "Bylaws").


                                      H-1


   B. Classes and Series of Membership.

   Membership in the Corporation shall be divided into classes and series as
set forth in this Article IV.

   1. Class A Membership.

   There shall be one Class A Membership, which Class A Membership shall be
held by CBOT Holdings, Inc., a Delaware corporation (including any successor
thereto, "CBOT Holdings"). Except to the extent (if any) expressly provided
herein or required by law, CBOT Holdings, as the holder of the sole Class A
Membership, shall have the exclusive right to vote on any matter to be voted on
by the members of the Corporation and shall have the exclusive right to receive
any dividend or other distribution (including upon liquidation, dissolution,
winding-up or otherwise) to be declared, paid or distributed by the
Corporation, and no other member of or class or series of membership in the
Corporation shall be entitled to vote on any matter or to receive any such
dividend or other distribution.

   2. Class B Membership.

   Class B Membership shall represent the right to trade on and otherwise
utilize the facilities of the Corporation in accordance with and to the extent
permitted by this Certificate of Incorporation, the Bylaws and the Rules and
Regulations of the Corporation (collectively the "Rules," a copy of which will
be furnished to any member of the Corporation upon written request). There
shall be 3,715 Class B Memberships, which shall be divided into five series as
follows:

   1,402 Series B-1, Class B Memberships;
     866 Series B-2, Class B Memberships;
     162 Series B-3, Class B Memberships;
     642 Series B-4, Class B Memberships; and
     643 Series B-5, Class B Memberships

   The respective rights and privileges of each Series of Class B Membership
shall be as provided in or pursuant to this Certificate of Incorporation, the
Bylaws and the Rules.

   3. Class C Membership.

   Class C Membership shall represent the right, subject to satisfaction of
certain requirements set forth in the Rules, to become a member of the Chicago
Options Exchange Incorporated (the "CBOE") pursuant to Article Fifth(b) of
CBOE's certificate of incorporation. There shall be 1,402 Class C Memberships.
The respective rights and privileges of Class C Membership shall be as provided
in or pursuant to this Certificate of Incorporation, the Bylaws and the Rules.
The holders of Class C Memberships shall not be entitled to vote on any matter.

   C. Class B Voting Rights.

   Except as otherwise expressly provided in this Certificate of Incorporation,
the holders of Class B Memberships shall not be entitled to vote on any matter.
On any matter on which the holders of Series B-1, Class B Memberships and
Series B-2, Class B Memberships are entitled to vote together as a class
pursuant to Section D(2) of this Article IV, each holder of Series B-1, Class B
Memberships shall be entitled to one (1) vote per such membership and each
holder of Series B-2, Class B Memberships shall be entitled to one-sixth (1/6)
of one (1) vote per such membership.

   D. Special Rights of Class B Membership.

   The holders of each Series of Class B Membership shall have the trading
rights and other rights and privileges, and shall be subject to the
restrictions, terms and conditions, set forth below.

   1. Series Trading Rights.

(a) Series B-1. Each holder of a Series B-1, Class B Membership who satisfies
   the qualifications for and requirements of Full Membership in the
   Corporation as set forth in the Rules shall be entitled to

                                      H-2


   the rights and privileges of, and shall be subject to the restrictions,
   conditions and limitations on, a Full Member as set forth in this
   Certificate of Incorporation, the Bylaws and the Rules.

(b) Series B-2. Each holder of a Series B-2, Class B Membership who satisfies
   the qualifications for and requirements of Associate Membership in the
   Corporation as set forth in the Rules shall be entitled to the rights and
   privileges of, and shall be subject to the restrictions, conditions and
   limitations on, an Associate Member as set forth in this Certificate of
   Incorporation, the Bylaws and the Rules.

(c) Series B-3. Each holder of a Series B-3, Class B Membership who satisfies
   the qualifications for and requirements of being a holder of a GIM
   Membership Interest in the Corporation as set forth in the Rules shall be
   entitled to the rights and privileges of, and shall be subject to the
   restrictions, conditions and limitations on, a holder of a GIM Membership
   Interest as set forth in this Certificate of Incorporation, the Bylaws and
   the Rules.

(d) Series B-4. Each holder of a Series B-4, Class B Membership who satisfies
   the qualifications for and requirements of being a holder of an IDEM
   Membership Interest in the Corporation as set forth in the Rules shall be
   entitled to the rights and privileges of, and shall be subject to the
   restrictions, conditions and limitations on, a holder of an IDEM Membership
   Interest as set forth in this Certificate of Incorporation, the Bylaws and
   the Rules.

(e) Series B-5. Each holder of a Series B-5, Class B Membership who satisfies
   the qualifications for and requirements of being a holder of a COM
   Membership Interest in the Corporation as set forth in the Rules shall be
   entitled to the rights and privileges of, and shall be subject to the
   restrictions, conditions and limitations on, a holder of a COM Membership
   Interest as set forth in this Certificate of Incorporation, the Bylaws and
   the Rules.

(f) In addition to the rights and privileges set forth above, each holder of a
   Class B Membership of any Series shall be entitled to all trading rights
   and privileges with respect to those products that such holder is entitled
   to trade on the open outcry exchange system of the Corporation or any
   electronic trading system maintained by the Corporation or any of its
   affiliates or any of their respective successors or successors-in-interest.

   2. Series Voting Rights. In addition to any approval of the Board of
Directors or the holder of the Class A Membership required by this Certificate
of Incorporation or Bylaws, the affirmative vote of the holders of a majority
of the voting power of the then-outstanding Series B-1, Class B Memberships
and Series B-2, Class B Memberships, voting together as a class based on their
respective voting rights, shall be required to adopt any amendment or make any
change to this Certificate of Incorporation, the Bylaws or the Rules that, in
the sole and absolute determination of the Board of Directors, adversely
affects (a) the allocation of products that the holders of any Series of Class
B Membership are permitted to trade on the exchange facilities of the
Corporation (including both the open outcry trading system and the electronic
trading system), (b) the requirement that holders of Class B Membership who
meet the applicable membership and eligibility requirements will be charged
transaction fees for trades of the Corporation's products for their accounts
that are lower than the transaction fees charged to any participant who is not
a holder of Class B Membership for the same products, whether trading
utilizing the open outcry trading system or the electronic trading system, (c)
the authorized number of Class B Memberships, (d) the membership
qualifications or eligibility requirements for holding any Series of Class B
Membership or exercising any of the membership rights and privileges
associated with such Series or (e) the Commitment to Maintain Open Outcry
Markets set forth in Section D of Article IV of this Certificate of
Incorporation. For purposes of clause (a) of this Section, the allocation of
products that the holders of any Series of Class B Membership are permitted to
trade on the exchange facilities of the Corporation shall be deemed to be
adversely affected only if a product is eliminated from the allocation of
products the holders of a particular Series of Class B Membership is permitted
to trade. The right of the holders of Series B-1, Class B Memberships and
Series B-2, Class B Memberships to vote on the amendments and changes
specified in this Section D(2) shall apply only if any such amendment or
change is first approved

                                      H-3


by the Board of Directors or the holder of the Class A Membership, and the
holders of Series B-1, Class B Memberships and Series B-2, Class B Memberships
shall have no right to propose, initiate or unilaterally take any of the
actions as to which they are entitled to vote pursuant to this Section D(2).
For purposes of any vote of the holders of Series B-1, Class B Memberships and
Series B-2, Class B Memberships permitted by this Certificate of Incorporation,
the Board of Directors shall be entitled to fix a record date, and only holders
of record as of such record date shall be entitled to vote on the matter to be
voted on.

   3. Conversion Rights of Series B-3.

(a) Conversion. Subject to, and upon compliance with, the provisions of this
   Section D(3) of Article IV, any two (2) Series B-3, Class B Memberships
   shall be convertible at the option of the holder into one (1) Series B-2,
   Class B Membership.

(b) Mechanics of Conversion. A holder of Series B-3, Class B Memberships may
   exercise the conversion right specified in Section D(3)(a) of Article IV by
   surrendering to the Corporation or any transfer agent of the Corporation the
   certificate or other instruments, if any, representing the memberships to be
   converted, accompanied by written notice stating that the holder elects to
   convert such memberships represented thereby. Conversion shall be deemed to
   have been effected on the date when delivery of such certificate or other
   instrument, if any, accompanied by such written notice, is made, and such
   date is referred to herein as the Conversion Date. As promptly as
   practicable after the Conversion Date, the Corporation shall issue and
   deliver to or upon the written order of such holder a certificate or other
   instrument representing the number of Series B-2, Class B Memberships to
   which such holder is entitled as a result of the exercise of such conversion
   right. The person in whose name the certificate or other instrument
   representing Series B-2, Class B Memberships are to be issued shall be
   deemed to have become the holder of record of such Series B-2 , Class B
   Memberships on the applicable Conversion Date.

(c) Memberships Reserved for Issuance. The Corporation shall take all actions
   necessary to reserve and make available at all times for issuance upon the
   conversion of Series B-3, Class B Memberships, such number of Series B-2,
   Class B Memberships as are issuable upon the conversion of all outstanding
   Series B-3, Class B Memberships.

   E. Commitment to Maintain Open Outcry Markets. Subject to the terms and
conditions of this Section E of Article IV, the Corporation shall maintain open
outcry markets operating as of the date of the filing of the amendment and
restatement of this Certificate of Incorporation creating Class B Memberships
with the State of Delaware and provide financial support to each such market
for technology, marketing and research, which the Board of Directors
determines, in its sole and absolute discretion, is reasonably necessary to
maintain each such open outcry market.

   Notwithstanding the foregoing or any other provision of this Certificate of
Incorporation, the Board of Directors may discontinue any open outcry market at
such time and in such manner as it may determine if (1) the Board of Directors
determines, in its sole and absolute discretion, that a market is no longer
"liquid" or (2) the holders of a majority of the voting power of the then
outstanding Series B-1, Class B Memberships and Series B-2, Class B
Memberships, voting together as a single class based on their respective voting
rights, approve the discontinuance of such open outcry market.

   For purposes of the foregoing, an open outcry market will be deemed "liquid"
for so long as it meets either of the following tests, in each case as measured
on a quarterly basis:

(a) if a comparable exchange-traded product exists, the open outcry market has
   maintained at least 30 percent of the average daily volume of such
   comparable product (including for calculation purposes, volume from
   Exchange-For-Physicals transactions in such open outcry market); or

(b) if no comparable exchange-traded product exists, the open outcry market has
   maintained at least 40 percent of the average quarterly volume in that
   market as maintained by the Corporation in 2000 (including, for calculation
   purposes, volume from Exchange-For-Physicals transactions in such open
   outcry market).

                                      H-4


                                   ARTICLE V

                             MANAGEMENT OF AFFAIRS

   The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

A. In accordance with Sections 141(a) and 141(j) of the DGCL, the business and
   affairs of the Corporation shall be managed by or under the direction of a
   governing body, which shall be known as the "Board of Directors." The
   composition of the Board of Directors shall be as set forth in Article VI of
   this Certificate of Incorporation. In addition to the powers and authority
   expressly conferred upon them by statute or by this Certificate of
   Incorporation, the Bylaws or the Rules, the directors are hereby empowered
   to adopt, amend or repeal the Bylaws and the Rules of the Corporation,
   subject to Sections D(2) of Article IV of this Certificate of Incorporation,
   and to exercise all powers and do all acts and things as may be exercised or
   done by the Corporation. Any adoption, amendment or repeal of the Bylaws or
   the Rules by the Board of Directors shall require the approval of a majority
   of the Whole Board. The only member of the Corporation with any power to
   adopt, amend or repeal the Bylaws or the Rules of the Corporation shall be
   the holder of the Class A membership, and no other member of, or class or
   series of membership in, the Corporation shall have any such power, except
   to the extent that the approval of the holders of Series B-1, Class B
   Memberships and Series B-2, Class B Memberships is expressly required under
   Section D(2) of Article IV for the Board of Directors or the holder of the
   Class A Membership to adopt certain amendments and changes specified
   therein.

B. Special meetings of the members of the Corporation may be called only by the
   Chairman of the Board or the President of the Corporation, or by the Board
   of Directors acting pursuant to a resolution adopted by a majority of the
   Whole Board. For purposes of this Certificate of Incorporation, the term
   "Whole Board" shall mean the total number of authorized directors whether or
   not there exist any vacancies in previously authorized directorships.

                                   ARTICLE VI

                               BOARD OF DIRECTORS

   The holder of the Class A Membership shall have the exclusive right to vote
for and elect the members of the Board of Directors. To qualify for election
to, and continued service on, the Board of Directors, a person must be a member
of the board of directors of CBOT Holdings. The Chairman of the Board of CBOT
Holdings shall, whenever he or she is serving as a member of the Board of
Directors, be Chairman of the Board of Directors.

                                  ARTICLE VII

                            LIMITATION OF LIABILITY

   A director of the Corporation shall not be personally liable to the
Corporation or its members for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its members, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. If the DGCL is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.

                                      H-5


   Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification. For purposes of this Article, the term
"director" shall, to the fullest extent permitted by the DGCL, include any
person who, pursuant to this Certificate of Incorporation, is authorized to
exercise or perform any of the powers or duties otherwise conferred upon a
board of directors by the DGCL.

                                  ARTICLE VIII

                   AMENDMENT OF CERTIFICATE OF INCORPORATION

   The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of Delaware and all rights conferred upon the members of the
Corporation are granted subject to this reservation. Any amendment of, or
repeal of any provision contained in, this Certificate of Incorporation shall
require the approval of (i) the holder of the Class A Membership and, (ii) if
and to the extent required by Section D(2) of Article IV hereof, the holders of
a majority of the voting power of the then-outstanding Series B-1, Class B
Memberships and Series B-2, Class B Memberships.

                                    * * * *


                                      H-6


                                   APPENDIX I

                          AMENDED AND RESTATED BYLAWS

                                       OF

                             BOARD OF TRADE OF THE
                             CITY OF CHICAGO, INC.

   These Bylaws shall take effect at the effective time (the "Effective Time")
of the Amended and Restated Certificate of Incorporation (as amended from time
to time, the "Certificate of Incorporation") of Board of Trade of the City of
Chicago, Inc. (the "Corporation") to be filed with the Secretary of State of
the State of Delaware in connection with the merger of the Corporation and the
demutualization and restructuring thereof (the "Restructuring") as described in
the Registration Statement filed with the Securities and Exchange Commission in
connection with the Restructuring; provided that, effective immediately upon
the approval and adoption of these Bylaws by the membership of the Corporation
at the meeting thereof called to vote upon the propositions relating to the
Restructuring, for the avoidance of doubt, any limitation or restriction
heretofore contained in the Bylaws, Rules (the "Rules") and Regulations (the
"Regulations") of the Corporation with respect to the rights of any holder of a
Full Membership, Associate Membership, GIM Membership Interest, IDEM Membership
Interest or COM Membership Interest to receive the dividend to be declared and
distributed in connection with the Restructuring shall be and hereby is
eliminated and the holders of each of the foregoing categories of membership
shall, until the Effective Time, be deemed to be members of the Corporation as
that term is used in Section 170 of the Delaware General Corporation Law.

                        ARTICLE I--RULES AND REGULATIONS

   Section 1. Incorporation of Rules and Regulations.

   In accordance with the Certificate of Incorporation of the Corporation, the
Rules and the Regulations, each as they may be amended from time to time, are
hereby incorporated by reference into and made part of these Bylaws.

   Section 2. Member Consent to Be Bound.

   The Board of Directors may adopt, amend or repeal the Regulations, which
shall not be in conflict with the Rules, and which shall have the binding
effect of Rules. By majority vote, the Board of Directors may delegate, to
particular committees as designated by the Board, the power to adopt, amend or
repeal Regulations. Applicants for membership and any person or entity holding
any membership in the Corporation shall be required to sign a written agreement
to observe and be bound by the Certificate of Incorporation, the Bylaws, Rules
and Regulations of the Corporation, as each may be amended from time to time.
In addition, the Board may adopt interpretations of the Certificate of
Incorporation, Bylaws, Rules and Regulations ("Interpretations") which shall be
incorporated into and deemed to be Regulations.

                             ARTICLE II--MEMBERSHIP

   Section 1. Terms and Conditions.

   The terms and conditions of membership in the Corporation, including,
without limitation, the rights and obligations of members, member firms and
delegates, shall be as provided herein, in the Certificate of Incorporation and
in the Rules and Regulations. Without limiting the foregoing, requirements with
respect to, and restrictions and limitations on, the ownership, use, purchase,
sale, transfer or other disposition of any membership or interest therein, or
any other interest of or relating to the Corporation or membership therein,

                                      I-1


including the payment of proceeds from the sale, transfer or other disposition
of any membership or interest therein, shall be as provided herein, in the
Certificate of Incorporation and in the Rules and Regulations, or as otherwise
provided in accordance with applicable law.

   Section 2. Voting Rights.

   In accordance with the Certificate of Incorporation, the holder of the Class
A Membership shall have the exclusive right to vote on all matters, and no
other member of or class or series of membership in the Corporation shall be
entitled to vote on any matter, except as expressly provided otherwise in the
Certificate of Incorporation. To the extent authorized by the Certificate of
Incorporation, the Board of Directors shall be entitled to fix a record date
for purposes of determining the members entitled to vote on any matter.

   Section 3. Annual and Special Meetings.

   The directors of the Corporation shall be elected by the holder of the Class
A Membership at an annual meeting to be held on a date designated by the Board
of Directors, provided that no annual meeting need be held if the holder of the
Class A Membership has elected directors by written consent without a meeting.
Special meetings of the members may be called only by those persons, and in the
manner specified, in the Certificate of Incorporation. The purpose of any
special meeting shall be stated in the notice thereof.

   Section 4. Notice of Meetings.

   Written notice of the place, date, and time of all meetings of the members
shall be given, not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each member entitled to vote at
such meeting, except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation). The
notice of any special meeting of members shall also state the purpose or
purposes for which such meeting is called.

   When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30)
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting without regard to the presence of a quorum
at such adjournment.

   Section 5. Quorum.

   The presence of the holder of the Class A Membership, in person or by proxy,
shall constitute a quorum for any meeting of members; provided that, with
respect to any matter on which only the holders of Class B Memberships are
entitled to vote pursuant to the Certificate of Incorporation, or any meeting
called solely to vote on such matters, the presence of holders of Class B
Memberships, in person or by proxy, representing a majority of the votes
entitled to be cast on such matters shall constitute a quorum. If a quorum
shall fail to attend any meeting, the chairman of the meeting or, in his or her
absence, the Chairman of the Board or the President, or the holder of the Class
A Membership, may adjourn the meeting to a subsequent time.

   Section 6. Organization.

   Such person as the Board of Directors may have designated or, in the absence
of such a person, the Chairman of the Board or, in his or her absence, such
person as may be chosen by the holder of the Class A Membership, shall call to
order any meeting of the members and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman appoints.

                                      I-2


   Section 7. Conduct of Business.

   The chairman of any meeting of members shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to him or her in order.

   Section 8. Consent of Members in Lieu of Meeting.

   Any action required to be taken at any annual or special meeting of members
of the Corporation, or any action which may be taken at any annual or special
meeting of the members, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the number of members that would be
necessary to authorize or take such action at a meeting at which all members
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of members are recorded. Delivery
made to the Corporation's registered office shall be made by hand or by
certified or registered mail, return receipt requested.

   Every written consent shall bear the date of signature of each member who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the date
the earliest dated consent is delivered to the Corporation, a written consent
or consents signed by a sufficient number of members to take action are
delivered to the Corporation in the manner prescribed in the first paragraph of
this Section.

                        ARTICLE III--BOARD OF DIRECTORS

   Section 1. General. The Board of Directors shall be comprised of such
persons, who shall be subject to such qualifications, shall be appointed in
such manner and shall have and exercise such powers, as provided in the
Certificate of Incorporation.

   Section 2. Quorum. A majority of the total number of directors then in
office shall constitute a quorum of the Board of Directors.

   Section 3. Attendance at Board Meetings.

   Members of the Board or any committee who are physically present at a
meeting of the Board or any committee may adopt as the procedure of such
meeting that, for quorum purposes or otherwise, any member not physically
present but in continuous communication with such meeting shall be deemed to be
present. Continuous communication shall exist only when, by conference
telephone or similar communications equipment, a member not physically present
is able to hear and be heard by each other member deemed present, and to
participate in the proceedings of the meeting.

   Section 4. Regular Meetings.

   The Board shall hold regular meetings at such times as the Board may
determine from time to time.

   Section 5. Special Meetings.

   Special meetings of the Board may be called by the Chairman of the Board or
the President, and shall be called by the Secretary upon the written request of
three Directors. The Secretary shall give at least one hour's notice of such
meetings either by announcement on Change or by call letter.

                                      I-3


   Section 6. Certain Rights and Restrictions.

   The right of any person to vote, participate or take any action in any
capacity as a member of the Board of Directors or any committee, panel or other
body shall be subject to such requirements and restrictions as may be provided
herein, in the Certificate of Incorporation and in the Rules and Regulations.

                     ARTICLE IV--COMMITTEES AND DEPARTMENTS

   Section 1. General.

   To the fullest extent permitted by law and the Certificate of Incorporation,
the Board of Directors shall have the power to appoint, and to delegate
authority to, such committees of the Board of Directors as it determines to be
appropriate from time to time.

   Section 2. Additional and Standing Committees.

   In addition to such committees as may be authorized by the Board of
Directors from time to time, the Corporation shall have such additional and
standing committees, which shall be comprised of such persons having such
powers and duties, as provided in the Rules and Regulations. Any person may be
disqualified from serving on or participating in the affairs of any committee
to the extent provided in the Rules and Regulations.

   Section 3. Departments.

   The Corporation shall have such departments as are authorized in or in
accordance with the Rules and Regulations.

                              ARTICLE V--OFFICERS

   Section 1. General.

   The Corporation shall have such officers, with such powers and duties, as
provided herein and in the Certificate of Incorporation.

   Section 2. Chairman of the Board.

   The Chairman of the Board of CBOT Holdings, Inc. shall, whenever he or she
is serving as a member of the Board of Directors of the Corporation, be the
Chairman of the Board of the Corporation.

   Section 3. President.

   The President shall, subject to the powers of the Board of Directors, have
general charge of the business, affairs and property of the Corporation, and
control over its officers, agents and employees; and shall see that all orders
and resolutions of the Board of Directors are carried into effect. The
President shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. The President shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
as may be provided in these Bylaws.

   Section 4. Officers Other Than President.

   The Board shall appoint such Vice Presidents as it may deem necessary or
desirable for the efficient management and operation of the Corporation. The
Executive Vice President and any other Vice Presidents

                                      I-4


shall be responsible to the President. The Board shall also appoint such other
officers as may be necessary. The Board may prescribe the duties and fix the
compensation of all such officers and they shall hold office during the will
of the Board.

   Section 5. Bonding of Employees.

   The President, Secretary, Assistant Secretary, Treasurer and Assistant
Treasurer shall be placed under bond of $50,000 each, premiums to be paid out
of the general funds of the Corporation; and such other employees of the
Office of the Secretary, who handle funds of the Corporation, shall be bonded
in the sum of $5,000 each, premiums to be paid out of the general funds of the
Corporation.

   Section 6. Secretary.

   The Secretary shall perform such duties as may be delegated to him or her
by the Board or the President. In addition he or she shall be charged with the
following specific duties:

      (a) To take charge of the books, papers, and corporate seal of the
  Corporation;

      (b) To attend all meetings of the Corporation and the Board, and to
  keep official records thereof;

      (c) To give notices when required of all Board and membership meetings;

      (d) To conduct the correspondence of the Corporation under the
  direction of the proper officers;

      (e) To furnish to the Chairman of every Special Committee a copy of the
  resolution whereby such Committee was created;

      (f) To post all notices which may be required to be posted upon the
  bulletin board;

      (g) To keep his or her office open during usual business hours;

      (h) To see that the rooms and property of the Corporation are kept in
  good order;

      (i) To attest, upon behalf of the Corporation, all contracts and other
  documents requiring authentication;

      (j) To permit members to examine the records of the Corporation upon
  reasonable request; and

      (k) To post on the bulletin board from time to time the names of all
  warehouses, the receipts of which are declared regular for delivery, and
  also, upon direction of the Board, to post any fact tending to impair the
  value of receipts issued by such warehouses.

   Section 7. Assistant Secretaries.

   Assistant Secretaries shall perform such duties as the Secretary or the
Board may require, and shall act as Secretary in the absence or disability of
the Secretary.

   Section 8. Treasurer.

   The Treasurer shall have general charge of all funds belonging to the
Corporation, and shall be charged with the following specific duties:

      (a) The Treasurer shall receive from the Secretary deposit of funds
  belonging to the Corporation. Checks in amounts over $10,000 shall be
  signed by either the President, the Chief Financial Officer, the Treasurer,
  the Secretary or the Assistant Secretary and countersigned by the Chairman
  of the Board, a Vice Chairman of the Board or one of the three other
  elected members of the Executive Committee;

      (b) To make an annual report to the Corporation of all receipts and
  disbursements; and

      (c) To keep all of his or her accounts in permanent books of account
  belonging to the Corporation, which books shall at all times be open to the
  examination of the Board or any committee thereof.

                                      I-5


   Section 8. Assistant Treasurer.

   The Assistant Treasurer shall perform such duties as the Treasurer or the
Board may require, and shall act as Treasurer in the absence or disability of
the Treasurer.

                              ARTICLE VI--NOTICES

   Section 1. Notices.

   Except as otherwise specifically provided herein or required by law, all
notices required to be given to any member, director, committee member,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid
telegram or mailgram. Any such notice shall be addressed to such member,
director, committee member, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by telegram or mailgram, shall be the time of the giving of the
notice.

   Section 2. Waivers.

   A written waiver of any notice, signed by a member, director, committee
member, officer, employee or agent, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such member, director, committee member, officer,
employee or agent. Neither the business nor the purpose of any meeting need be
specified in such a waiver.

                           ARTICLE VII--MISCELLANEOUS

   Section 1. Facsimile Signatures.

   Facsimile signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a committee
thereof.

   Section 2. Corporate Seal.

   Except as may be otherwise determined by the Board of Directors from time to
time, the seal of the Corporation shall bear a figure of Justice with a ship in
the distance surrounded with the corporate name of the Corporation.

   Section 3. Reliance upon Books, Reports and Records.

   Each director and each member of any committee designated by the Board of
Directors, shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors so designated, or by any other person as to matters
which such director or committee member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

   Section 4. Fiscal Year.

   The fiscal year of the Corporation shall be as fixed by the Board of
Directors from time to time.

   Section 5. Time Periods.

   Except as otherwise specifically provided, in applying any provision of
these Bylaws which requires that an act be done or not be done a specified
number of days prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall be used, the
day of the doing of the act shall be excluded, and the day of the event shall
be included.

                                      I-6


            ARTICLE VIII--INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 1. Right to Indemnification.

   Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director, officer, committee
member or employee of the Corporation or is or was serving at the request of
the Corporation as a Director, officer, trustee, committee member or employee
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a Director, officer, trustee, committee
member or employee or in any other capacity while serving as a Director,
officer, trustee, committee member or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith; provided, however,
that, except as provided in Section 3 of this ARTICLE VIII with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

   Section 2. Right to Advancement of Expenses.

   The right to indemnification conferred in Section 1 of this ARTICLE VIII
shall include the right to be paid by the Corporation the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and
to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE
VIII shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, officer, committee member or
employee and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.

   Section 3. Right of Indemnitee to Bring Suit.

   If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of

                                      I-7


Directors, independent legal counsel, or its members) to have made a
determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its members) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this ARTICLE VIII or
otherwise shall be on the Corporation.

   Section 4. Non-Exclusivity of Rights.

   The rights to indemnification and to the advancement of expenses conferred
in this ARTICLE VIII shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of members or disinterested Directors
or otherwise.

   Section 5. Insurance.

   The Corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, committee member or employee of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

   Section 6. Indemnification of Agents of the Corporation.

   The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any agent of the Corporation to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

   Section 7. Corporation Defense Expenses.

   Any member or member firm who fails to prevail in a lawsuit or any other
type of legal proceeding instituted by that member or member firm against the
Corporation or any of its officers, Directors, committee members, employees or
agents must pay to the Corporation all reasonable expenses, including
attorney's fees, incurred by the Corporation in the defense of such proceeding.
Any member or member firm required to compensate the Corporation pursuant to
this section shall be assessed interest on such amount at the rate of Prime
plus 1%, which interest shall accrue from the date such amount was demanded in
writing after the member or member firm failed to prevail in a lawsuit or any
other type of legal proceeding against the Corporation.

                             ARTICLE IX--AMENDMENTS

   These Bylaws may be amended in the manner specified in the Certificate of
Incorporation.

                                      I-8


                                   APPENDIX J

    STATUS OF CERTAIN CURRENT CBOT RULES AND REGULATIONS AS A RESULT OF THE
                           RESTRUCTURING TRANSACTIONS

   The following summary provides the status of certain CBOT rules and
regulations that will either be amended and restated, restated in their
entirety or repealed in connection with the completion of the restructuring
transactions. Where an existing rule or regulation will be either modified and
restated or restated in its entirety, the location of the new provision in the
amended and restated certificate of incorporation of the CBOT Subsidiary, the
form of which is attached to this document as Appendix H, and/or the amended
and restated bylaws of the CBOT Subsidiary, the form of which is attached to
this document as Appendix I, has been identified for your information and
reference. However, because changes are being made to many of the restated
provisions, you should review and consider carefully the new provisions before
voting on the restructuring transactions. In addition, the CBOT's current rules
and regulations and, subject to changes to the rules and regulations occurring
from time to time after the date of this document, the form of the rules and
regulations of the CBOT Subsidiary immediately after the restructuring
transactions have been filed as exhibits to the registration statement of which
this document is a part. We urge you to review carefully all of these materials
in connection with your consideration of the restructuring transactions.

   We currently expect that these changes to our rules and regulations will
take effect at the time that the amended and restated certificate of
incorporation of the CBOT Subsidiary becomes effective and that the CBOT
Subsidiary will publish an amended and restated Rulebook as soon as reasonably
practicable thereafter. We currently plan to make copies of this new Rulebook
available to holders of Class B memberships in the CBOT Subsidiary in
accordance with our past practice and procedures.

110.00 Petition Ballot Vote Communications--In the event that a ballot vote is
       forced by petition, all official communications, either written or
       presented at a Member meeting, will be accompanied by the views of both
       the Board and the petitioners. The Exchange will provide to the
       petitioners a minimum of 10 days from the receipt of notice to prepare
       written or presentation materials to accompany Exchange official
       communications. The petitioners will be represented by a registered
       sponsor (an individual who submits the original petitions and who
       chooses to register as the sponsor) or his designee. If there is no
       registered sponsor for the petition, the views of the Board and the
       petitioners should be equitably represented by the Chief Legal Counsel
       of the Exchange. (01/01/00)

    Rule 110.00 will be repealed.

134.00 Board Member Voting Records--The voting record (except those involving
       strategic planning or disciplinary issues) of each individual Board
       member should be recorded and available the day following the vote at
       the Secretary's office to any interested Full or Associate Member.
       (01/01/00)

    Rule 134.00 will be repealed.

144.00 Assistant Secretaries--Assistant Secretaries shall perform such duties
       as the Secretary or the Board may require, and shall act as Secretary in
       the absence or disability of the Secretary. 78 (08/01/94)

    Rule 144.00 will be repealed.

156.00 Nominating Committee--Until the first business day of January, 2001, the
       Nominating Committee shall consist of seven members: six elected members
       and one elected Associate Member whose terms of office shall be three
       years. Beginning on the first business day of January, 2001, the
       Nominating Committee shall consist of five members: four elected Full
       Members and one elected Associate Member whose terms of office shall be
       three years, except as provided in the Certificate of Incorporation
       Exhibit B, Section 7. The Committee members shall elect their own
       Chairman who shall be a Full Member. The Associate Member shall serve as
       a full voting member of the Committee. No member of the Nominating
       Committee shall be eligible for re-election or reappointment for a
       period of three years after his term expires. 51 (11/01/00)

    Rule 156.00 will be repealed. See the Bylaws; Article III.


                                      J-1


162.01 Standing Committees--Standing Committees may be made up of full and
       associate members of the Association and members of the staff of the
       Association, unless otherwise specifically provided for in the Rules and
       Regulations. In addition, holders of GIM, IDEM or COM Membership
       Interests may be appointed by the Chairman of the Board to serve as non-
       voting advisors to any Committee. The Chairman of the Board and the
       President shall be ex-officio (non-voting) members of all committees of
       which they are not regular members. The Chairman of the Board, with the
       approval of the Board of Directors, may appoint full or associate
       members to both committees and subcommittees. (08/01/94)

    Regulation 162.01 will be repealed. See the Bylaws; Article III.

162.03 Executive Committee--The Executive Committee shall consist of the
       Chairman of the Board, the Vice Chairman of the Board, the President,
       who shall be a non-voting member of the Committee, and three member
       Directors. Two such Directors may be nominated by the Chairman of the
       Board, subject to the approval of the Board. The other shall be elected
       by the Board in the following manner: Nominations may be made only by
       Directors who are members of the Exchange but every member of the Board,
       except the President, who is a non-voting member of the Board of
       Directors may vote. A majority of all votes cast shall be necessary for
       election. If no nominee shall receive a majority on three ballots, a
       fourth ballot shall be taken when a plurality shall elect. To be
       eligible to serve on the Executive Committee, a Director must have
       served at least one year as a Director. The Chairman of the Board shall
       be the Chairman of the Executive Committee. (08/01/94)

    Regulation 162.03 will be repealed. See the Bylaws; Article III.

162.05 Additional Committees--In addition to those appointed by the Chairman of
       the Board, the Board may appoint such committees as it sees fit and
       prescribe the duties thereof. 1023 (08/01/94)

    Regulation 162.05 will be repealed. See the Bylaws; Article III;
    Section 3.

162.09 Strategy Committee--The Strategy Committee shall consist of no more than
       eleven members of the Board. A Vice Chairman of the Board will be
       Chairman of the Strategy Committee. The Chairman of the Board, with the
       approval of the Board of Directors, may fill any vacancy on the
       Committee by appointing another member of the Board to serve on the
       Committee. The responsibilities of the Strategy Committee shall be as
       follows; (a) to review and recommend a strategic plan for the Exchange;
       (b) to develop and track performance milestones implied in the strategic
       plan; (c) to ensure that subcommittee activities are consistent with the
       strategic plan; (d) to establish policies and priorities for addressing
       member proposals; and (e) to understand the competitive position of the
       Exchange. (03/01/99)

    Regulation 162.09 will be repealed. See the Bylaws; Article III.

164.00 Finance Committee--The Chairman of the Board, with the approval of the
       Board, shall appoint a Finance Committee, which shall consist of seven
       members of the Board. All Finance Committee members shall be Full
       Members, except that one Finance Committee member may be an Associate
       Member. Each year the Chairman of the Board shall appoint the Chairman
       of the Committee for a one-year term provided that the Chairman of the
       Board upon the effective date of this Rule shall appoint the Chairman of
       the Committee for a term that shall expire in January 1995. The Chairman
       of the Board, with the approval of the Board, shall fill any vacancy in
       the Committee by appointing another member of the Board to serve on the
       Committee.

    The responsibilities of the Finance Committee shall be as follows: (a)
    to oversee the monetary affairs of the Exchange, including cash flow,
    balance sheet, financing activities and investment of member capital;
    (b) to review and recommend annual budgets and capital expenditure
    plans for Board approval; (c) to review and recommend specific capital
    expenditures over an amount to be determined by the Board; (d) to
    establish revenue-sharing policies for joint ventures and alliances;
    (e) to review

                                      J-2


    and recommend service, transaction processing and other service fee
    structures; and (f) to review and recommend membership dues policy.
    (08/01/94)

    Rule 164.00 will be repealed. See the Bylaws; Article III.

165.02 Audit Committee--The Audit Committee shall be composed of four members
       of the Board nominated by the Chairman of the Board and approved by the
       majority vote of the Board. The Audit Committee shall be responsible for
       (a) recommending the outside auditor to conduct an annual audit of the
       financial affairs of the Association; (b) approving the scope of such
       audits; (c) ensuring that adequate financial reporting systems and
       controls are in place; (d) reviewing the audit findings and management's
       response to those findings; and (e) ensuring the effectiveness of
       outside auditors and the internal financial audit staff. (08/01/94)

    Regulation 165.02 will be repealed. See the Bylaws; Article III.

165.03 Human Resources Committee--The Human Resources Committee shall be
       composed of five members of the Board, including the Chairman of the
       Board. The Chairman of the Committee shall be the Chairman of the Board.
       The other members of the Committee shall be nominated by the Chairman of
       the Board and approved by the Board.

    The Human Resources Committee shall be responsible for (a) establishing
    human resource policies; (b) approving, up to certain specified levels
    which the Board from time to time shall establish, senior management
    compensation specifically as follows: officer salaries (excluding the
    salary of the President) and, in conjunction with the President, non-
    officer salaries; (c) reviewing and recommending senior management
    appointments; (d) reviewing senior management evaluations, development
    and succession plans; (e) reviewing and recommending basic
    organizational structure; and (f) evaluating the performance of the
    President. (03/01/98)

    Regulation 165.03 will be repealed. See the Bylaws; Article III.

170.00 Departments--The Board, or the President with the approval of the Board,
       is authorized to establish and maintain such departments as may be
       deemed necessary from time to time, and the Board shall make all needful
       Regulations applicable thereto. All such departments shall be under the
       supervision of the President, who shall be responsible to the Board. 81
       (08/01/94)

    Rule 170.00 will be repealed.

181.00 Retirement--The Board is authorized to adopt, maintain, amend, and
       terminate, from time to time, a plan or plans for the retirement of
       employees of the Association and its wholly owned subsidiary
       corporations and for the payment of pensions to such retired employees;
       provided, however that no such plan or plans shall be applicable to
       employees who are covered by a collective bargaining agreement pension
       plan; and provided, further, that no retired employee now receiving
       retirement compensation shall have his combined Government assistance
       and retirement compensation which was in effect prior to September 1,
       1950, reduced as a result of any such plan or plans. 76 (08/01/94)

    Rule 181.00 will be repealed.

184.00 Appropriations--There shall be no appropriation of money or property of
       the Association except for the purpose of its legitimate business or to
       promote the purposes of its organization. 601 (08/01/94)

    Rule 184.00 will be repealed.

185.00 Repealing Clause--These Rules shall be effective upon such days as may
       be proclaimed by the Board. Upon the taking effect of these Rules, all
       former Rules and Regulations shall be repealed, except as herein
       provided, and except that prior transactions shall be governed by the
       Rules previously in effect. 606 (08/01/94)

    Rule 185.00 will be repealed.

                                      J-3


186.00 Liability Under Previous Rules and Regulations--The provisions of the
       Rules and Regulations in force immediately prior to the adoption of
       these Rules and Regulations shall be superseded hereby, except that such
       adoption shall not affect the liability of any member of the Association
       for any offense theretofore committed, or any rights or liabilities
       theretofore acquired or incurred. 607 (08/01/94)

    Rule 186.00 will be repealed.

190.00 Compensation Information--Information enumerating all compensation and
       gifts (over a value of $1,000) from the Exchange of any kind and nature,
       including, but not limited to, salaries, deferred payments, bonuses,
       retirement benefits, trusts, and potential severance payments to the
       President, Executive Vice-Presidents, members of the Board of Directors,
       or to any organizations, corporations, partnerships, or associations
       with which the above individuals are associated either as shareholders,
       partners, or by other means will be made available on a quarterly basis
       at the Secretary's office to any interested Full or Associate Member
       requesting this information. (01/01/00) OF FORMAL INTERPRETATION CBOT
       RULE 190.00-COMPENSATION INFORMATION (Adopted by Board of Directors
       February 15, 2000)

    Pursuant to Rule 190.00, the following information will be made
    available on a quarterly basis by the Secretary's Office to any Full or
    Associate member requesting this information:

      Compensation

      Information enumerating all direct compensation and gifts (over a
      value of $1,000) from the Exchange of any kind and nature since the
      beginning of the CBOT's last fiscal year, including but not limited
      to, salaries, deferred payments, bonuses, retirement benefits,
      trusts and potential severance payments to the President, Executive
      Vice-Presidents, and members of the Board of Directors.

      Transactions

      Information about any transaction or series of similar transactions
      to which the Exchange or any of its subsidiaries was or is a party,
      and in which the President, any Executive Vice-President, any member
      of the Board of Directors, or any immediate family member of such
      persons, had or has a material interest. An interest shall not be
      deemed "material" within the meaning of this rule:

              (a) Where the interest arises only (i) from such person's
                  position as a director of another corporation or
                  organization which is a party to the transaction; or (ii)
                  from the direct or indirect ownership by such person of less
                  than a ten percent (10%) equity interest in another person
                  (other than a partnership) which is a party to the
                  transaction; or (iii) from both such position and ownership.

              (b) Where the interest arises only from such person's position
                  as a limited partner in a partnership in which the person
                  and all other persons specified in the above paragraph have
                  an interest of less than ten percent (10%); or

              (c) Where the interest arises solely from the holding of an
                  equity interest (including a limited partnership interest,
                  but excluding a general partnership interest) or a creditor
                  interest in another person that is a party to the
                  transaction with the Exchange or any of its subsidiaries,
                  and the transaction in question represents five percent (5%)
                  or less of the other entity's consolidated gross revenues
                  for its last full fiscal year. (04/01/00)

    Rule 190.00 will be repealed.

                                      J-4


   Interpretation--The Board of Directors adopted the following on April 17,
1990 as a formal rule interpretation which confirms established Exchange
practice: "For purposes of all petition provisions in Rules 102.00 "Nominations
for Elective Office' and 107.00 "Amendment of Rules', the signature of an
Associate Member shall count for 1/6th of the signature of a Full Member."
(08/01/94)

    The above Interpretation will be repealed.

210.00

   [To Come]

                                   * * * * *

                                      J-5


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

 Delaware General Corporation Law

   Under Section 145 of the Delaware General Corporation Law, CBOT Holdings is
empowered to indemnify its directors and officers in the circumstances therein
provided. Certain portions of Section 145 are summarized below:

   Section 145(a) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful.

   Section 145(b) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.

   Section 145(c) of the Delaware General Corporation Law provides that to the
extent that a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 145(a) and (b), or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

   Section 145(d) of the Delaware General Corporation Law provides that any
indemnification under Section 145(a) and (b) (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Section 145(a) and (b). Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.

                                      II-1


   Section 145(e) of the Delaware General Corporation Law provides that
expenses (including attorneys' fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in Section 145. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.

   Section 145(f) of the Delaware General Corporation Law provides that the
indemnification and advancement of expenses provided by, or granted pursuant
to, Section 145 shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

   Section 145(g) of the Delaware General Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's capacity as such, whether or not the corporation would have the power
to indemnify such person against such liability under Section 145.

 Amended and Restated Certificate of Incorporation

   The amended and restated certificate of incorporation, as amended, provides
that a director of CBOT Holdings shall not be personally liable to CBOT
Holdings or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to CBOT Holdings or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law ("DGCL"),
or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the CBOT Holdings shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.

 Bylaws

   Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or an officer of CBOT
Holdings or is or was serving at the request of CBOT Holdings as a director,
officer or trustee of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
trustee or in any other capacity while serving as a director, officer or
trustee, shall be indemnified and held harmless by CBOT Holdings to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits CBOT Holdings to provide broader indemnification rights than such law
permitted CBOT Holdings to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith; provided, however,
that, except as otherwise provided in the bylaws with respect to proceedings to
enforce rights to indemnification, CBOT Holdings shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
board of directors.

                                      II-2


   In addition, an indemnitee shall also have the right to be paid by CBOT
Holdings the expenses (including attorney's fees) incurred in defending any
such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the DGCL requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to CBOT Holdings of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified
for such expenses.

   If a claim for indemnification is not paid in full by CBOT Holdings within
sixty (60) days after a written claim has been received by CBOT Holdings,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against CBOT Holdings to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit brought
by CBOT Holdings to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by CBOT Holdings to recover an
advancement of expenses pursuant to the terms of an undertaking, CBOT Holdings
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the DGCL. Neither the failure of CBOT Holdings (including its directors who are
not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by CBOT Holdings
(including its directors who are not parties to such action, a committee of
such directors, independent legal counsel, or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by CBOT
Holdings to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under the bylaws or otherwise
shall be on CBOT Holdings.

   The rights to indemnification and to the advancement of expenses conferred
in the bylaws shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, CBOT Holdings' certificate of
incorporation, agreement, vote of stockholders or directors or otherwise.

 Insurance

   CBOT Holdings may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of CBOT Holdings or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not CBOT Holdings would have the power
to indemnify such person against such expense, liability or loss under the
DGCL.

                                      II-3


Item 21. Exhibits and Financial Statement Schedules

   (a) Exhibits



     Exhibit
     Number                            Description
     -------                           -----------
                                                                      
      2.1      Form of Agreement and Plan of Merger between Ceres Trading
                Limited Partnership, the for-profit Board of Trade of the
                City of Chicago, Inc. and a wholly owned merger
                subsidiary.
      2.2      Form of Agreement and Plan of Merger between Board of
                Trade of the City of Chicago, Inc. and a wholly owned
                merger subsidiary (Reference is hereby made to Appendix C
                of the Proxy Statement and Prospectus).
      3.1      Amended and Restated Certificate of Incorporation of the
                not-for-profit Board of Trade of the City of Chicago,
                Inc. (Incorporated by reference to Exhibit 3.1 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 6, 2001).
      3.2      Form of Amended and Restated Certificate of Incorporation
                of the for-profit Board of Trade of the City of Chicago,
                Inc. (Reference is hereby made to Appendix H of the Proxy
                Statement and Prospectus).
      3.3      Amended and Restated Bylaws of the not-for-profit Board of
                Trade of the City of Chicago, Inc. (Incorporated by
                reference to Exhibit 3.3 to the Registration Statement on
                Form S-4 filed by Board of Trade of the City of Chicago,
                Inc. (Reg. No. 333-54370) on March 6, 2001).
      3.4      Form of Amended and Restated Bylaws of the for-profit
                Board of Trade of the City of Chicago, Inc. (Reference is
                hereby made to Appendix I of the Proxy Statement and
                Prospectus).
      4.4      Rules and Regulations of the not-for-profit Board of Trade
                of the City of Chicago, Inc.
      4.5      Form of Rules and Regulations of the for-profit Board of
                Trade of the City of Chicago, Inc. (subject to further
                changes after the date of this Registration Statement).
      4.7      Form of Common Stock certificate for CBOT Holdings, Inc.
      4.8      Form of Amended and Restated Certificate of Incorporation
                of CBOT Holdings, Inc. (Reference is hereby made to
                Appendix F of the Proxy Statement and Prospectus).
      4.9      Form of Amended and Restated Bylaws of CBOT Holdings, Inc.
                (Reference is hereby made to Appendix G of the Proxy
                Statement and Prospectus).
      4.10     Agreement, dated September 1, 1992, by and between Board
                of Trade of the City of Chicago and Chicago Board Options
                Exchange Incorporated (Incorporated by reference to
                Exhibit 4.10 to the Registration Statement on Form S-4
                filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370))
      4.11     Agreement, dated August 7, 2001, by and between Board of
                Trade of the City of Chicago, Inc. and Chicago Board
                Options Exchange Incorporated (Reference is hereby made
                to Appendix E-1 of the Proxy Statement and Prospectus).
      4.12     Letter Agreement, dated October 24, 2001, by and between
                Board of Trade of the City of Chicago, Inc., CBOT
                Holdings, Inc. and Chicago Board Options Exchange
                Incorporated (Reference is hereby made to Appendix E-2 of
                the Proxy Statement and Prospectus).
      5        Form of Opinion of Morris, Nichols, Arscht & Tunnell as to
                legality of the securities being registered.*
      8        Form of Opinion of Kirkland & Ellis concerning certain tax
                matters.*
     10.1      Agreement, dated April 14, 2000, between the Board of
                Trade of the City of Chicago and Thomas R. Donovan
                (Incorporated by reference to Exhibit 10.1 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).


                                      II-4




     Exhibit
     Number                            Description
     -------                           -----------
                                                                      
     10.2      Letter Agreement, dated April 18, 2000, between the Board
                of Trade of the City of Chicago and Dennis A. Dutterer
                (Incorporated by reference to Exhibit 10.2 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).
     10.3      Letter Agreement, dated April 18, 2000, between the Board
                of Trade of the City of Chicago and Board of Trade
                Clearing Corporation (Incorporated by reference to
                Exhibit 10.3 to the Registration Statement on Form S-4
                filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on March 26, 2001).
     10.4      Executive Employment Agreement, dated May 18, 1999,
                between the Board of Trade of the City of Chicago and
                Patrick J. Catania (Incorporated by reference to Exhibit
                10.4 to the Registration Statement on Form S-4 filed by
                Board of Trade of the City of Chicago, Inc. (Reg. No.
                333-54370) on March 26, 2001).
     10.5      Amendment to Executive Employment Agreement, dated
                February 28, 2001, between the Board of Trade of the City
                of Chicago, Inc. and Patrick J. Catania (Incorporated by
                reference to Exhibit 10.5 to the Registration Statement
                on Form S-4 filed by Board of Trade of the City of
                Chicago, Inc. (Reg. No. 333-54370) on March 26, 2001).
     10.6      Executive Employment Agreement, dated May 18, 1999,
                between the Board of Trade of the City of Chicago and
                Carol A. Burke (Incorporated by reference to Exhibit 10.6
                to the Registration Statement on Form S-4 filed by Board
                of Trade of the City of Chicago, Inc. (Reg. No. 333-
                54370) on March 26, 2001).
     10.7      Amendment to Executive Employment Agreement, dated
                February 28, 2001, between the Board of Trade of the City
                of Chicago and Carol A. Burke (Incorporated by reference
                to Exhibit 10.7 to the Registration Statement on Form S-4
                filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on March 26, 2001).
     10.8      Note Purchase Agreement, dated as of March 1, 1997, among
                the Board of Trade of the City of Chicago and each of the
                purchasers limited in Schedule A attached thereto
                (Incorporated by reference to Exhibit 10.8 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).
     10.9      Credit Agreement, dated as of August 11, 2000, between the
                Board of Trade of the City of Chicago, Inc. and Bank One,
                N.A. (Incorporated by reference to Exhibit 10.9 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).
     10.10     Security Agreement, dated as of August 11, 2000, between
                the Board of Trade of the City of Chicago, Inc. and Bank
                One, N.A. (Incorporated by reference to Exhibit 10.10 to
                the Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).
     10.11     Second Amended and Restated Limited Partnership Agreement
                of Ceres Trading Limited Partnership, dated September 8,
                1997 (Incorporated by reference to Exhibit 10.11 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).
     10.12     Executive Employment Agreement, dated as of February 20,
                2001, between the Board of Trade of the City of Chicago,
                Inc. and David J. Vitale (Incorporated by reference to
                Exhibit 10.12 to the Registration Statement on Form S-4
                filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on March 26, 2001).
     10.13     License Agreement, dated as of June 5, 1997, between Dow
                Jones & Company, Inc. and the Board of Trade of the City
                of Chicago (certain confidential portions have been
                omitted and filed separately with the SEC pursuant to a
                request for confidential treatment).
     10.14     Amendment to License Agreement, dated as of September 9,
                1997, between Dow Jones & Company, Inc. and the Board of
                Trade of the City of Chicago (Incorporated by reference
                to Exhibit 10.14 to the Registration Statement on Form S-
                4 filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on March 26, 2001).


                                      II-5




     Exhibit
     Number                            Description
     -------                           -----------
                                                                      
     10.15     Second Amendment to License Agreement, dated as of
                February 18, 1998, between Dow Jones & Company, Inc. and
                the Board of Trade of the City of Chicago (certain
                confidential portions have been omitted and filed
                separately with the SEC pursuant to a request for
                confidential treatment).
     10.16     Third Amendment to License Agreement, dated as of May,
                1998, between Dow Jones & Company, Inc. and the Board of
                Trade of the City of Chicago (Incorporated by reference
                to Exhibit 10.16 to the Registration Statement on Form S-
                4 filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on March 26, 2001).
     10.17     Alliance Agreement, dated October 1, 1999, among the Board
                of Trade of the City of Chicago, Ceres, Ceres Alliance
                LLC, Deutsche Borse AG, Swiss Stock Exchange, Eurex
                Zurich AG, Eurex Frankfurt AG and Eurex Deutschland
                (Incorporated by reference to Exhibit 10.17 to the
                Registration Statement on Form S-4 filed by Board of
                Trade of the City of Chicago, Inc. (Reg. No. 333-54370)
                on March 26, 2001).
     10.18     Software License Agreement, dated October 1, 1999, among
                Deutsche Borse AG, Swiss Stock Exchange, Ceres Trading
                Limited Partnership and the Board of Trade of the City of
                Chicago (certain confidential portions have been omitted
                and filed separately with the SEC pursuant to a request
                for confidential treatment).
     10.19     Master Software Development Agreement, dated July 20,
                2000, among Deutsche Borse Aktiengesellschaft, Swiss
                Stock Exchange, the Board of Trade of the City of
                Chicago, Ceres, Ceres Alliance L.L.C., Eurex Frankfurt
                AG, Eurex Zurich AG, Eurex Clearing AG and Board of Trade
                of the City of Chicago/Eurex Alliance, L.L.C. (certain
                confidential portions have been omitted and filed
                separately with the SEC pursuant to a request for
                confidential treatment).
     10.20     Confirmation of Rights Agreement, dated July 27, 2000,
                among Deutsche Borse AG, the Swiss Stock Exchange, Ceres
                and the Board of Trade of the City of Chicago (certain
                confidential portions have been omitted and filed
                separately with the SEC pursuant to a request for
                confidential treatment).
     10.21     Systems Operations Agreement, dated July 20, 2000, between
                Deutsche Borse Systems AG and Deutsche Borse
                Aktiengesellschaft, Swiss Stock Exchange, the Board of
                Trade of the City of Chicago, Ceres, Ceres Alliance
                L.L.C., Eurex Frankfurt AG, Eurex Zurich AG, Eurex
                Clearing AG and Board of Trade of the City of
                Chicago/Eurex Alliance, L.L.C. (certain confidential
                portions have been omitted and filed separately with the
                SEC pursuant to a request for confidential treatment).
     10.22     Second Amended and Restated License Agreement, dated as of
                August 25, 2000, between the Board of Trade of the City
                of Chicago and Ceres (certain confidential portions have
                been omitted and filed separately with the SEC pursuant
                to a request for confidential treatment).
     10.23     ISDA Master Agreement and related foreign exchange forward
                contracts, dated as of September 27, 2000, between Bank
                of America, N.A. and Ceres (Incorporated by reference to
                Exhibit 10.23 to the Registration Statement on Form S-4
                filed by Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on March 26, 2001).
     10.24     Promissory Note, dated March 30, 2001, given by the Board
                of Trade of the City of Chicago, Inc. to Hitachi Credit
                America Corp. (Incorporated by reference to Exhibit 10.24
                to the Registration Statement on Form S-4 filed by the
                Board of Trade of the City of Chicago, Inc. (Reg. No.
                333-54370) on April 6, 2001).
     10.25     Security Agreement, dated March 30, 2001, between the
                Board of Trade of the City of Chicago, Inc. and Hitachi
                Credit America Corp. (Incorporated by reference to
                Exhibit 10.25 to the Registration Statement on Form S-4
                filed by the Board of Trade of the City of Chicago, Inc.
                (Reg. No. 333-54370) on April 6, 2001).


                                      II-6




     Exhibit
     Number                            Description
     -------                           -----------
                                                                      
     10.26     Letter Agreement, dated March 21, 2001, between the Board
                of Trade of the City of Chicago, Inc. and James P.
                Amaral. (Incorporated by reference to Exhibit 10.26 to
                the Registration Statement on Form S-4 filed by the Board
                of Trade of the City of Chicago, Inc. (Reg. No. 333-
                54370) on April 6, 2001).
     10.27     Agreement, dated July 17, 2001, between the Board of Trade
                of the City of Chicago, Inc. and Patrick J. Catania.
     21        Subsidiaries of CBOT Holdings.
     23.1      Consent of Deloitte & Touche, LLP.
     23.2      Consent of Morris, Nichols, Arscht & Tunnell (included in
                Exhibit 5).*
     23.3      Consent of Kirkland & Ellis (included in Exhibit 8).*
     23.4      Consent of William Blair & Company, L.L.C.
     23.5      Consent of Arthur Andersen LLP.
     24        Powers of Attorney (included in signature page).
     99.1      Form of Proxy Card for Special Meeting of Members of the
                CBOT.

--------
* To be filed by amendment.

   (b) Financial Statement Schedules

     Schedules have been omitted because the information required to be set
  forth therein is not applicable or is shown in the financial statements or
  notes thereto.

   (c) Report, Opinion or Appraisal Exhibits

     1. Fairness Opinion of William Blair & Company, L.L.C., dated January
  16, 2001 (included in the Proxy Statement and Prospectus as Appendix C-1
  that is part of the Registration Statement on Form S-4 filed by the Board
  of Trade of the City of Chicago, Inc. (Reg. No. 333-54370) filed on January
  26, 2001).

     2. Fairness Opinion of Arthur Andersen LLP, dated January 16, 2001
  (included in the Proxy Statement and Prospectus as Appendix C-2 that is
  part of the Registration Statement on Form S-4 filed by the Board of Trade
  of the City of Chicago, Inc. (Reg. No. 333-54370) filed on January 26,
  2001).

     3. Preliminary Valuation Analysis of Arthur Andersen LLP, dated February
  28, 2001 (included in the Proxy Statement and Prospectus as Appendix C-3
  that is part of the Registration Statement on Form S-4 filed by the Board
  of Trade of the City of Chicago, Inc. (Reg. No. 333-54370) filed on January
  26, 2001).

     4. Fairness Opinion of William Blair & Company, L.L.C., dated September
  24, 2001 (included in the Proxy Statement and Prospectus as Appendix D-1).

     5. Fairness Opinion of Arthur Andersen LLP, dated October 2, 2001
  (included in the Proxy Statement and Prospectus as Appendix D-2).

     6. Preliminary Valuation Analysis of Arthur Andersen LLP, dated October
  2, 2001 (included in the Proxy Statement and Prospectus as Appendix D-3).

Item 22. Undertakings.

   Insofar as the indemnification for liabilities arising under the Securities
Act of 1933 may be permitted as to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 20, or
otherwise, the Registrant has been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for

                                      II-7


indemnification against such liabilities (other than the payments by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

   The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the document pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request. The undersigned Registrant hereby
further undertakes to supply by means of a post-effective amendment all
information concerning a transaction and the company being acquired involved
therein, that was not the subject of or included in the registration statement
when it became effective.

   The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

   The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

   The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:

       (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;

       (ii) To reflect in the document any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
    in volume and price represent no more than 20 percent change in the
    maximum aggregate offering price set forth in the "Calculation of
    Registration Fee" table in the effective Registration Statement;

       (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in the Registration Statement
    or any material change to such information in the registration
    statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.

                                      II-8


     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide thereof.

                                      II-9


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Chicago, State of
Illinois, on October 24, 2001.

                                          CBOT HOLDINGS, INC.

                                                 /s/ Nickolas J. Neubauer
                                          By: _________________________________
                                                   Nickolas J. Neubauer
                                                   Chairman of the Board

                                    *  *  *

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on October 24,
2001 in the capacities indicated.

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Nickolas J. Neubauer, David J. Vitale
and Carol A. Burke or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-4 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement in the name and on behalf
of the Registrant or on behalf of the undersigned as a director or officer of
the Registrant, and any and all amendments or supplements to the Registration
Statement, including any and all stickers and post-effective amendments to the
Registration Statement, and to sign any and all additional registration
statements relating to the same offering of securities as the Registration
Statement that are filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorney-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.



                 Signature                                     Title
                 ---------                                     -----


                                         
          /s/ David J. Vitale               President and Chief Executive Officer
___________________________________________   (Principal Executive Officer) and
              David J. Vitale                 Director

          /s/ Glen M. Johnson               Chief Financial Officer (Principal
___________________________________________   Financial Officer)
              Glen M. Johnson

          /s/ Jill A. Harley                Treasurer (Principal Accounting Officer)
___________________________________________
              Jill A. Harley

         /s/ Nickolas J. Neubauer           Chairman of the Board
___________________________________________
           Nickolas J. Neubauer




                                     II-10


                                 EXHIBIT INDEX



  Exhibit
  Number                             Description
  -------                            -----------
                                                                      
  2.1      Form of Agreement and Plan of Merger between Ceres Trading
            Limited Partnership, the for-profit Board of Trade of the
            City of Chicago, Inc. and a wholly owned merger subsidiary.
  2.2      Form of Agreement and Plan of Merger between Board of Trade of
            the City of Chicago, Inc. and a wholly owned merger
            subsidiary (Reference is hereby made to Appendix C of the
            Proxy Statement and Prospectus).
  3.1      Amended and Restated Certificate of Incorporation of the not-
            for-profit Board of Trade of the City of Chicago, Inc.
            (Incorporated by reference to Exhibit 3.1 to the Registration
            Statement on Form S-4 filed by Board of Trade of the City of
            Chicago, Inc. (Reg. No. 333-54370) on March 6, 2001).
  3.2      Form of Amended and Restated Certificate of Incorporation of
            the for-profit Board of Trade of the City of Chicago, Inc.
            (Reference is hereby made to Appendix H of the Proxy
            Statement and Prospectus).
  3.3      Amended and Restated Bylaws of the not-for-profit Board of
            Trade of the City of Chicago, Inc. (Incorporated by reference
            to Exhibit 3.3 to the Registration Statement on Form S-4
            filed by Board of Trade of the City of Chicago, Inc. (Reg.
            No. 333-54370) on March 6, 2001).
  3.4      Form of Amended and Restated Bylaws of the for-profit Board of
            Trade of the City of Chicago, Inc. (Reference is hereby made
            to Appendix I of the Proxy Statement and Prospectus).
  4.4      Rules and Regulations of the not-for-profit Board of Trade of
            the City of Chicago, Inc.
  4.5      Form of Rules and Regulations of the for-profit Board of Trade
            of the City of Chicago, Inc. (subject to further changes
            after the date of this Registration Statement).
  4.7      Form of Common Stock certificate for CBOT Holdings, Inc.
  4.8      Form of Amended and Restated Certificate of Incorporation of
            CBOT Holdings, Inc. (Reference is hereby made to Appendix F
            of the Proxy Statement and Prospectus).
  4.9      Form of Amended and Restated Bylaws of CBOT Holdings, Inc.
            (Reference is hereby made to Appendix G of the Proxy
            Statement and Prospectus).
  4.10     Agreement, dated September 1, 1992, by and between Board of
            Trade of the City of Chicago and Chicago Board Options
            Exchange Incorporated (Incorporated by reference to Exhibit
            4.10 to the Registration Statement on Form S-4 filed by Board
            of Trade of the City of Chicago, Inc. (Reg. No. 333-54370))
  4.11     Agreement, dated August 7, 2001, by and between Board of Trade
            of the City of Chicago, Inc. and Chicago Board Options
            Exchange Incorporated (Reference is hereby made to Appendix
            E-1 of the Proxy Statement and Prospectus).
  4.12     Letter Agreement, dated October 24, 2001, by and between Board
            of Trade of the City of Chicago, Inc., CBOT Holdings, Inc.
            and Chicago Board Options Exchange Incorporated (Reference is
            hereby made to Appendix E-2 of the Proxy Statement and
            Prospectus).
  5        Form of Opinion of Morris, Nichols, Arscht & Tunnell as to
            legality of the securities being registered.*
  8        Form of Opinion of Kirkland & Ellis concerning certain tax
            matters.*
 10.1      Agreement, dated April 14, 2000, between the Board of Trade of
            the City of Chicago and Thomas R. Donovan (Incorporated by
            reference to Exhibit 10.1 to the Registration Statement on
            Form S-4 filed by Board of Trade of the City of Chicago, Inc.
            (Reg. No. 333-54370) on March 26, 2001).
 10.2      Letter Agreement, dated April 18, 2000, between the Board of
            Trade of the City of Chicago and Dennis A. Dutterer
            (Incorporated by reference to Exhibit 10.2 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).





  Exhibit
  Number                             Description
  -------                            -----------
                                                                      
 10.3      Letter Agreement, dated April 18, 2000, between the Board of
            Trade of the City of Chicago and Board of Trade Clearing
            Corporation (Incorporated by reference to Exhibit 10.3 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.4      Executive Employment Agreement, dated May 18, 1999, between
            the Board of Trade of the City of Chicago and Patrick J.
            Catania (Incorporated by reference to Exhibit 10.4 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.5      Amendment to Executive Employment Agreement, dated February
            28, 2001, between the Board of Trade of the City of Chicago,
            Inc. and Patrick J. Catania (Incorporated by reference to
            Exhibit 10.5 to the Registration Statement on Form S-4 filed
            by Board of Trade of the City of Chicago, Inc. (Reg. No. 333-
            54370) on March 26, 2001).
 10.6      Executive Employment Agreement, dated May 18, 1999, between
            the Board of Trade of the City of Chicago and Carol A. Burke
            (Incorporated by reference to Exhibit 10.6 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.7      Amendment to Executive Employment Agreement, dated February
            28, 2001, between the Board of Trade of the City of Chicago
            and Carol A. Burke (Incorporated by reference to Exhibit 10.7
            to the Registration Statement on Form S-4 filed by Board of
            Trade of the City of Chicago, Inc. (Reg. No. 333-54370) on
            March 26, 2001).
 10.8      Note Purchase Agreement, dated as of March 1, 1997, among the
            Board of Trade of the City of Chicago and each of the
            purchasers limited in Schedule A attached thereto
            (Incorporated by reference to Exhibit 10.8 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.9      Credit Agreement, dated as of August 11, 2000, between the
            Board of Trade of the City of Chicago, Inc. and Bank One,
            N.A. (Incorporated by reference to Exhibit 10.9 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.10     Security Agreement, dated as of August 11, 2000, between the
            Board of Trade of the City of Chicago, Inc. and Bank One,
            N.A. (Incorporated by reference to Exhibit 10.10 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.11     Second Amended and Restated Limited Partnership Agreement of
            Ceres Trading Limited Partnership, dated September 8, 1997
            (Incorporated by reference to Exhibit 10.11 to the
            Registration Statement on Form S-4 filed by Board of Trade of
            the City of Chicago, Inc. (Reg. No. 333-54370) on March 26,
            2001).
 10.12     Executive Employment Agreement, dated as of February 20, 2001,
            between the Board of Trade of the City of Chicago, Inc. and
            David J. Vitale (Incorporated by reference to Exhibit 10.12
            to the Registration Statement on Form S-4 filed by Board of
            Trade of the City of Chicago, Inc. (Reg. No. 333-54370) on
            March 26, 2001).
 10.13     License Agreement, dated as of June 5, 1997, between Dow Jones
            & Company, Inc. and the Board of Trade of the City of Chicago
            (certain confidential portions have been omitted and filed
            separately with the SEC pursuant to a request for
            confidential treatment).
 10.14     Amendment to License Agreement, dated as of September 9, 1997,
            between Dow Jones & Company, Inc. and the Board of Trade of
            the City of Chicago (Incorporated by reference to Exhibit
            10.14 to the Registration Statement on Form S-4 filed by
            Board of Trade of the City of Chicago, Inc. (Reg. No. 333-
            54370) on March 26, 2001).
 10.15     Second Amendment to License Agreement, dated as of February
            18, 1998, between Dow Jones & Company, Inc. and the Board of
            Trade of the City of Chicago (certain confidential portions
            have been omitted and filed separately with the SEC pursuant
            to a request for confidential treatment).





 Exhibit
 Number                              Description
 -------                             -----------
                                                                      
 10.16     Third Amendment to License Agreement, dated as of May, 1998,
            between Dow Jones & Company, Inc. and the Board of Trade of
            the City of Chicago (Incorporated by reference to Exhibit
            10.16 to the Registration Statement on Form S-4 filed by
            Board of Trade of the City of Chicago, Inc. (Reg. No. 333-
            54370) on March 26, 2001).
 10.17     Alliance Agreement, dated October 1, 1999, among the Board of
            Trade of the City of Chicago, Ceres, Ceres Alliance LLC,
            Deutsche Borse AG, Swiss Stock Exchange, Eurex Zurich AG,
            Eurex Frankfurt AG and Eurex Deutschland (Incorporated by
            reference to Exhibit 10.17 to the Registration Statement on
            Form S-4 filed by Board of Trade of the City of Chicago, Inc.
            (Reg. No. 333-54370) on March 26, 2001).
 10.18     Software License Agreement, dated October 1, 1999, among
            Deutsche Borse AG, Swiss Stock Exchange, Ceres Trading
            Limited Partnership and the Board of Trade of the City of
            Chicago (certain confidential portions have been omitted and
            filed separately with the SEC pursuant to a request for
            confidential treatment).
 10.19     Master Software Development Agreement, dated July 20, 2000,
            among Deutsche Borse Aktiengesellschaft, Swiss Stock
            Exchange, the Board of Trade of the City of Chicago, Ceres,
            Ceres Alliance L.L.C., Eurex Frankfurt AG, Eurex Zurich AG,
            Eurex Clearing AG and Board of Trade of the City of
            Chicago/Eurex Alliance, L.L.C. (certain confidential portions
            have been omitted and filed separately with the SEC pursuant
            to a request for confidential treatment).
 10.20     Confirmation of Rights Agreement, dated July 27, 2000, among
            Deutsche Borse AG, the Swiss Stock Exchange, Ceres and the
            Board of Trade of the City of Chicago (certain confidential
            portions have been omitted and filed separately with the SEC
            pursuant to a request for confidential treatment).
 10.21     Systems Operations Agreement, dated July 20, 2000, between
            Deutsche Borse Systems AG and Deutsche Borse
            Aktiengesellschaft, Swiss Stock Exchange, the Board of Trade
            of the City of Chicago, Ceres, Ceres Alliance L.L.C., Eurex
            Frankfurt AG, Eurex Zurich AG, Eurex Clearing AG and Board of
            Trade of the City of Chicago/Eurex Alliance, L.L.C. (certain
            confidential portions have been omitted and filed separately
            with the SEC pursuant to a request for confidential
            treatment).
 10.22     Second Amended and Restated License Agreement, dated as of
            August 25, 2000, between the Board of Trade of the City of
            Chicago and Ceres (certain confidential portions have been
            omitted and filed separately with the SEC pursuant to a
            request for confidential treatment).
 10.23     ISDA Master Agreement and related foreign exchange forward
            contracts, dated as of September 27, 2000, between Bank of
            America, N.A. and Ceres (Incorporated by reference to Exhibit
            10.23 to the Registration Statement on Form S-4 filed by
            Board of Trade of the City of Chicago, Inc. (Reg. No. 333-
            54370) on March 26, 2001).
 10.24     Promissory Note, dated March 30, 2001, given by the Board of
            Trade of the City of Chicago, Inc. to Hitachi Credit America
            Corp. (Incorporated by reference to Exhibit 10.24 to the
            Registration Statement on Form S-4 filed by the Board of
            Trade of the City of Chicago, Inc. (Reg. No.
            333-54370) on April 6, 2001).
 10.25     Security Agreement, dated March 30, 2001, between the Board of
            Trade of the City of Chicago, Inc. and Hitachi Credit America
            Corp. (Incorporated by reference to Exhibit 10.25 to the
            Registration Statement on Form S-4 filed by the Board of
            Trade of the City of Chicago, Inc. (Reg. No.
            333-54370) on April 6, 2001).
 10.26     Letter Agreement, dated March 21, 2001, between the Board of
            Trade of the City of Chicago, Inc. and James P. Amaral.
            (Incorporated by reference to Exhibit 10.26 to the
            Registration Statement on Form S-4 filed by the Board of
            Trade of the City of Chicago, Inc. (Reg. No. 333-54370) on
            April 6, 2001).
 10.27     Agreement, dated July 17, 2001, between the Board of Trade of
            the City of Chicago, Inc. and Patrick J. Catania.





 Exhibit
 Number                              Description
 -------                             -----------
                                                                      
 21        Subsidiaries of CBOT Holdings.
 23.1      Consent of Deloitte & Touche, LLP.
 23.2      Consent of Morris, Nichols, Arscht & Tunnell (included in
            Exhibit 5).*
 23.3      Consent of Kirkland & Ellis (included in Exhibit 8).*
 23.4      Consent of William Blair & Company, L.L.C.
 23.5      Consent of Arthur Andersen LLP.
 24        Powers of Attorney (included in signature page).
 99.1      Form of Proxy Card for Special Meeting of Members of the CBOT.

--------
* To be filed by amendment.

EX-2.1

                                    FORM OF
                         AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of _________, 2002, by and among the Board of Trade of the City
of Chicago, Inc., a Delaware nonstock, for-profit corporation ("CBOT") and
successor to the Board of Trade of the City of Chicago, Inc., a Delaware
nonstock, not-for-profit corporation ("NFP CBOT"), Ceres Merger Sub, Inc., a
Delaware stock, for-profit corporation and a wholly owned subsidiary of CBOT
("Merger Sub"), and Ceres Trading Limited Partnership, a Delaware limited
partnership ("Ceres"). CBOT, Merger Sub and Ceres are referred to collectively
herein as the "Parties." Capitalized terms used but not otherwise defined herein
shall have the meaning assigned to them in the Second Amended and Restated
Limited Partnership Agreement of Ceres Trading Limited Partnership, dated as of
September 8, 1997 (as amended from time to time in accordance with its terms,
the "Partnership Agreement");

         WHEREAS, CBOT is pursuing a strategic restructuring involving, among
other things, the demutualization of its organization, the modernization of its
corporate governance structure and the reorganization and consolidation of its
electronic trading business into Electronic Chicago Board of Trade, Inc., a
Delaware stock, for-profit corporation and a wholly owned subsidiary of CBOT
("eCBOT") (collectively, the "Restructuring Transactions");

         WHEREAS, prior to the date hereof, NFP CBOT solicited the approval of
its members of certain propositions relating to the Restructuring Transactions
pursuant to a combined proxy statement and prospectus, dated ___________ __,
2001, contained in that certain Registration Statement on Form S-4, Registration
No. 333-54370, filed with the Securities and Exchange Commission by CBOT
Holdings, Inc. relating to the Restructuring Transactions (as amended, the
"Registration Statement") and, on __________ __, 2001, the members of NFP CBOT
approved such propositions relating to the Restructuring Transactions in
accordance with NFP CBOT's certificate of incorporation, bylaws and applicable
law ("Requisite Member Approval");

         WHEREAS, all of the conditions to CBOT's obligation to complete the
Restructuring Transactions as described in the Registration Statement,
including, without limitation, the Requisite Member Approval (the "Conditions
Precedent"), have been satisfied or waived by CBOT;

         WHEREAS, following the Requisite Member Approval and satisfaction or
waiver of all of the other Conditions Precedent, CBOT completed the
demutalization of its organization by creating a stock, for-profit holding
company, CBOT Holdings, Inc., and distributing shares of common stock of CBOT
Holdings, Inc. to its members, and completing certain transactions designed to
maintain CBOT as a nonstock subsidiary of CBOT Holdings, Inc. and, as a result
thereof, currently exists as a Delaware nonstock, for-profit subsidiary of CBOT
Holdings, Inc.;

         WHEREAS, as described in the Registration Statement, in connection with
implementing the reorganization and consolidation of CBOT's electronic trading
business as part of the Restructuring Transactions, it is intended that




(i) Merger Sub will merge with and into Ceres pursuant to this Agreement, with
Ceres as the surviving entity (the "Merger"), (ii) eCBOT (in its capacity as the
General Partner of Ceres) will, following completion of the Merger, cause Ceres
to be liquidated and the assets of Ceres to be distributed to its Partners
following the Merger in accordance with the terms and provisions of the
Surviving Partnership Agreement (as defined below), and (iii) CBOT will
thereafter contribute assets relating to the electronic trading business
received in connection with such liquidation and any other applicable electronic
trading assets to eCBOT;

         WHEREAS, pursuant to the terms of the Partnership Agreement, eCBOT (in
its capacity as the General Partner of Ceres) is authorized, in its sole and
conclusive discretion, to merge or consolidate Ceres with or into any Person,
including Merger Sub;

         WHEREAS, the boards of directors of eCBOT (in its capacity as the
General Partner of Ceres) and CBOT deem the reorganization and consolidation of
CBOT's electronic trading business, including, but not limited to, the terms of
this Agreement and the Merger, to be fair and reasonable to Ceres and its
Partners, Merger Sub and CBOT;

         WHEREAS, the board of directors of eCBOT (in its capacity as the
General Partner of Ceres) deems it advisable and in the best interests of Ceres
and its Partners to consummate the Merger;

         WHEREAS, the board of directors of Merger Sub deems it advisable and in
the best interests of Merger Sub and its stockholder to consummate the Merger;
and

         WHEREAS, eCBOT (in its capacity as the General Partner of Ceres), CBOT
(in its capacity as the sole stockholder of Merger Sub), and the boards of
directors of CBOT, Merger Sub and eCBOT have each approved, adopted and
authorized the Merger, this Agreement and their respective performance of their
obligations hereunder;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby expressly acknowledged and
agreed, the Parties hereby agree as follows:

                                   ARTICLE I
                               BASIC TRANSACTION

     A.  The Merger.
         ----------

         (1) General. On the terms and subject to the conditions of this
Agreement, Merger Sub shall merge with and into Ceres (as of the Effective Time
(as defined below)), with Ceres as the surviving entity (sometimes referred to
herein as the "Surviving Partnership"), and Ceres shall file a certificate of
merger (the "Certificate of Merger") with the Secretary of State of the State of
Delaware and make all other filings or recordings required by Delaware law in

                                       2


connection with the Merger. The Merger shall become effective at such time as
Ceres files the Certificate of Merger or as is otherwise specified in the
Certificate of Merger (the "Effective Time"). The Surviving Partnership, acting
through its General Partner, may, at any time after the Effective Time, take any
action (including executing and delivering any document) in the name of and on
behalf of Merger Sub or Ceres that such General Partner, in its sole and
conclusive discretion, deems necessary or advisable in order to effect the
transactions contemplated by this Agreement.

         (2) Surviving Entity. At the Effective Time, Merger Sub shall be merged
with and into Ceres, whereupon the separate existence of the Merger Sub shall
cease, and Ceres shall be the surviving entity of the Merger in accordance with
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act, 6 Del.
C. (S)(S) 17-101 et seq., and Section 263 of the Delaware General Corporation
Law, 8 Del. C. (S)(S) 101 et seq.

         (3) Closing. The closing of the Merger (the "Closing") shall take place
at the offices of Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois,
60601, or at such other place, date and time as CBOT may determine (the "Closing
Time"), which time shall be on or after the time at which all conditions to
consummate the transactions contemplated hereby are satisfied or waived by CBOT.

         (4) Certificate of Limited Partnership; Partnership Agreement; Name.
From and after the Effective Time, and until thereafter amended as provided by
law, the Certificate of Limited Partnership of Ceres as in effect immediately
prior to the Effective Time, shall be the Certificate of Limited Partnership of
the Surviving Partnership. From and after the Effective Time, the Partnership
Agreement, including any amendments thereof to be effective as of the Effective
Time, as in effect at the Effective Time shall be the Partnership Agreement of
the Surviving Partnership unless and until thereafter amended in accordance with
its terms and applicable law (the "Surviving Partnership Agreement"). The name
of the Surviving Partnership shall remain "Ceres Trading Limited Partnership. "

     B.   Exchange of Interests.  At the Effective Time, by virtue of the Merger
and without any action on the part of Merger Sub, CBOT, Ceres, eCBOT, any
Limited Partner or any other Person:

         (1) All of the shares of capital stock of Merger Sub issued and
outstanding as of immediately prior to the Effective Time, in the aggregate,
shall be exchanged for and converted into the number of Ceres Class A-1 Units,
Class A-2 Units, Class A-3 Units, Class A-4 Units, and Class B Units,
respectively, issued and outstanding as of immediately prior to the Effective
Time (other than any such Units held by eCBOT or CBOT).

         (2) Each Ceres Class A-1 Unit issued and outstanding as of immediately
prior to the Effective Time (other than any Class A-1 Units held by eCBOT or
CBOT) shall be exchanged for and converted into the right to receive a cash
distribution in the amount of $[_____].

                                       3


         (3) Each Ceres Class A-2 Unit issued and outstanding as of immediately
prior to the Effective Time (other than any Class A-2 Units held by eCBOT or
CBOT) shall be exchanged for and converted into the right to receive a cash
distribution in the amount of $[_____].

         (4) Each Ceres Class A-3 Unit issued and outstanding as of immediately
prior to the Effective Time (other than any Class A-3 Units held by eCBOT or
CBOT) shall be exchanged for and converted into the right to receive a cash
distribution in the amount of $[_____].

         (5) Each Ceres Class A-4 Unit issued and outstanding as of immediately
prior to the Effective Time (other than any Class A-4 Units held by eCBOT or
CBOT) shall be exchanged for and converted into the right to receive a cash
distribution in the amount of $[_____].

         (6) As described in the Registration Statement, Ceres Class B Units
issued and outstanding as of immediately prior to the Effective Time shall be
exchanged for and converted into the right to receive a cash distribution in an
amount that will vary by holder of Class B Unit.  Accordingly, the Ceres Class B
Units issued and outstanding as of immediately prior to the Effective Time
(other than Class B Units held by eCBOT or CBOT) shall be exchanged for and
converted into the right to receive a cash distribution in the amount indicated
on Exhibit A attached hereto with respect to each holder of Ceres Class B Units.

         (7) Each Ceres Class A Unit or Class B Unit issued and outstanding as
of immediately prior to the Effective Time held by eCBOT or CBOT shall be
canceled and no cash, stock or other consideration shall be delivered in
exchange therefor.

         (8) The General Partnership Interest issued and outstanding as of
immediately prior to the Effective Time held by eCBOT shall remain outstanding
and shall be unchanged after the Merger and no stock or other consideration
shall be delivered in exchange therefor.  The General Partner of Ceres
immediately prior to the Effective Time is eCBOT and from and after the
Effective Time, eCBOT shall remain the General Partner of the Surviving
Partnership.

     C.   Payment of Merger Consideration.  As soon as practicable after the
Effective Time, each holder of record of Ceres Units immediately prior to the
Effective Time (other than any Units held by eCBOT or CBOT) will be entitled to
receive, and the CBOT shall, or shall cause its paying agent to pay, to each
such record holder or to such persons as such holder may request, the amount of
cash into which such Ceres Units will have been converted pursuant to this
Agreement.

     D.   Closing of Transfer Records.  From and after the Effective Time,
transfers of Ceres Units outstanding prior to the Effective Time shall not be
made on the books and records of the Surviving Partnership or otherwise.

                                       4


                                   ARTICLE II
                              CONDITIONS TO CLOSE

     The obligation of the Parties to consummate the transactions contemplated
hereby is subject to satisfaction or waiver of the Conditions Precedent.


                                  ARTICLE III
                                  TERMINATION

     A.  Termination of Agreement. CBOT may, in its sole and exclusive
discretion, terminate this Agreement at any time prior to the Effective Time.

     B.  Effect of Termination.  If CBOT terminates this Agreement pursuant
to Paragraph (A) above, all rights and obligations of the Parties shall
terminate without any liability of any Party or Person to any other Party or
Person.


                                   ARTICLE IV
                                 MISCELLANEOUS

     A.  No Third Party Beneficiaries.  This Agreement shall not confer any
rights or remedies upon any person or entity other than the Parties and their
respective successors and permitted assigns.

     B.  Entire Agreement.  This Agreement constitutes the entire agreement
between the Parties and supersedes any prior understandings, agreements, or
representations by or between the Parties, written or oral, to the extent they
related in any way to the subject matter hereof.

     C.  Succession and Assignment.  This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval of the other Party.

     D.  Counterparts.  This Agreement may be executed in one or more
counterparts (including by means of telecopied signatures), each of which shall
be deemed an original but all of which together will constitute one and the same
instrument.

     E.  Headings.  The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

     F.  Governing Law.  This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.

                                       5


     G.  Amendments.  Subject to applicable law, the Parties may mutually amend
any provision of this Agreement at any time prior to the Effective Time with the
prior authorization of their respective boards of directors or general partner.
No amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the Parties.

     H.  Severability.  Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

     I.  Construction.  Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires. The term
"including" shall mean "including without limitation" and all variants shall
have similarly inclusive, but not limiting, meanings.

     J.  Further Assurances.  From time to time, as and when requested by either
Party hereto, the other Party shall execute and deliver, or cause to be executed
and delivered, all such documents and instruments and shall take, or cause to be
taken, all such further or other actions, which documents, instruments or
actions are consistent with, and customary and necessary for, the consummation
of the transactions contemplated by this Agreement.

     J.  Incorporation of Exhibit.  Exhibit A hereto is incorporated herein by
reference and made a part hereof.


                              *     *     *     *

                                       6


     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first written above.


                                    CERES TRADING LIMITED
                                    PARTNERSHIP

                                    By:  Electronic Board of Trade of the
                                         City of Chicago, Inc.
                                    Its: General Partner

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


                                    CERES MERGER SUB, INC.

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


                                    BOARD OF TRADE OF THE CITY OF CHICAGO, INC.


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

                                    Title:
                                           -------------------------




                                   Exhibit A
                                   ---------

[To be inserted in the execution copy of the Agreement.  To be determined as
described in the Registration Statement]

EX-4.4

                          CHARTER, BYLAWS, RULES AND
                                  REGULATIONS

                                    OF THE


                                    CHICAGO
                                BOARD OF TRADE



                               [GRAPHIC OMITTED]


                              As of June 1, 2001





Copyright Board of Trade of the City of Chicago, Inc. 2001
ALL RIGHTS RESERVED



June 1,200l


 AMENDMENTS TO THE CHARTER, BYLAWS, RULES AND REGULATIONS OF THE BOARD OF TRADE
 ------------------------------------------------------------------------------
                          OF THE CITY OF CHICAGO, INC.
                          ----------------------------

                  Changes from March 1, 2001 to June 1, 2001
                  ------------------------------------------


 Rules and Regulations
 ---------------------

    I.      Chapter 1 (Government)
            ----------------------

            (Revised Reg. 165.01)

   II.      Chapter 2 (Membership)
            ----------------------

            (New Rule 225.00; Revised Rules 201.00, 221.00 and 274.00; Revised
            Regs. 230.02, 249.01 and 290.02)

  III.      Chapter 4 (Futures Commission Merchants)
            ----------------------------------------

            (Revised Regs. 425.01, 431.03, 431.05 and 431.06, 450.01 and
            450.03)

   IV.      Chapter 9 (Definitions)
            -----------------------

            (New Reg. 924.02)

    V.      Chapter 10 (Grains)
            -------------------

            (Revised Regs. 1007.02, 1043.01, 1043.02, 1044.01, 1049.03 and
            1056.01; Deleted Reg. 1043.03)

   VI.      Chapter 10C (Corn Futures)
            --------------------------

            (Deleted Regs. C1043.03 and C1044.01)

  VII.      Chapter 10S (Soybean Futures)
            -----------------------------

            (Deleted Regs. S1043.03 and S1044.01)



June 1,200l Changes
(Continued)

 VIII.     Chapter 11 (Soybean Oil)
           ------------------------

           (Revised Regs. 1142.01, 1143.01, 1156.01 and 1156.04; Deleted Reg.
           1143.02)

   IX.     Chapter 12 [Soybean Meal)
           -------------------------

           (Revised Regs. 1243.01 and 1256.01; Deleted Reg. 1243.02)

    X.     Chapter 13 (Oats Futures Options)
           ---------------------------------

           (Revised Reg. 1304.01)

   XI.     Chapter 14A (1,000 Ounce Silver Futures)
           ----------------------------------------

           (Revised Regs. A1406.01, A1481.01, A1485.01 and A1486.01)

  XII.     Chapter 14B (5,000 Ounce Silver Futures)
           ----------------------------------------

           (Revised Regs. B1481.01 and B1485.01)

 XIII.     Chapter 39 (Dow Jones Utility Average Index Futures)
           ----------------------------------------------------

           (Revised Regs. 3904.01, 3906.01, 3942.02 and 3942.03)

  XIV.     Chapter 45 (Long-Term Agency Note Futures)
           ------------------------------------------

           (Revised Reg. 4536.01)

   XV.     Chapter 47 (Mortgage Futures)
           -----------------------------

           (New Chapter)

  XVI.     Chapter 48 (Mortgage Futures Options)
           -------------------------------------

           (New Chapter)

 XVII.     Chapter 51 (Corn Yield Insurance Futures)
           -----------------------------------------

           (Chapter deleted; contract terminated)



June 1,200l Changes
(Continued)

XVIII.     Chapter 52 (Corn Yield Insurance Options)
           -----------------------------------------

           (Chapter deleted; contract terminated)

  XIX.     Chapter 57 (Medium-Term Agency Note Futures)
           --------------------------------------------

           (Revised Reg. 5736.01)


APPENDICES

Revised Appendix 2
Revised Appendix 3B
Revised Appendix 3D
Revised Appendix 10CA
Revised Appendix 10SA
Revised Appendix 11A
Revised Appendix 11B
Revised Appendix 14B
Revised Appendix 14C
Revised Appendix 14D
Revised Appendix 37B
New Appendix 47




          Chicago Board of Trade Charter, Bylaws, Rules & Regulations
                               Table of Contents

Copyright

Amendments to the Rules and Regulations - March 1, 2001 - June 1, 2001

Charter
Bylaws

Rules & Regulations

Chapter 1 - Government
Chapter 2 - Membership
Chapter 3 - Exchange Floor Operations and Procedures
Chapter 4 - Futures Commission Merchant
Chapter 5 - Disciplinary Proceedings
Chapter 6 - Arbitration of Member Controversies
Chapter 7 - Clearing House, Deposits for Security
Chapter 9 - Definitions
*Chapter 9a - Trading Links
Chapter 9b - e-cbot
Chapter 10 - Grains
Chapter 10c - Corn Futures
Chapter 10s - Soybean Futures
Chapter 11 - Soybean Oil
Chapter 12 - Soybean Meal
Chapter 13 - Oats Futures Options
Chapter 14a - 1,000 Ounce Silver Futures
Chapter 14b - 5,000 Ounce Silver Futures
Chapter 15a - One Kilo Gold Futures
Chapter 15b - 100 Ounce Gold Futures
Chapter 16 - Silver Futures Options
*Chapter 17 - GNMA - CDR
Chapter 18 - U.S. Treasury Bonds
Chapter 19 - Long-Term Municipal Bond Index Futures
Chapter 21 - 30-Day Fed Fund Futures
Chapter 22 - Long-Term Municipal Bond Index Futures Options
Chapter 23 - Short Term U.S. T-Notes (2-Year)
Chapter 24 - Long Term T-Notes (6 1/2-10 Year)
Chapter 25 - Medium Term U.S. Treasury Notes (5 Year)
Chapter 27a - (Standard Options) Long Term Treasury Note Futures Options
Chapter 27b - (Flexible Options) Long Term Treasury Note Flexible Options
Chapter 28a - (Standard Options) T-Bond Futures Options
Chapter 28b - (Flexible Options) Treasury Bond Flexible Options

   *Not reprinted in Rulebook.  Copies are available from the Secretary's
Office.


Chapter 29 - Sovbean Futures Options
------------------------------------
Chapter 30 - Corn Futures Options
---------------------------------
Chapter 31 - Wheat Futures Options
----------------------------------
Chapter 32 - Sovbean Oil Futures Options
----------------------------------------
Chapter 33 - Soybean Meal Futures  Options
------------------------------------------
Chapter 35a- (Standard Options) Medium Term U.S. Treasury Note Futures Options
------------------------------------------------------------------------------
Chapter 35b- (Flexible Options) Medium Term Treasury Note Flexible Options
--------------------------------------------------------------------------
Chapter 36a- (Standard Options) Short Term U.S. Treasury Note Futures Options
-----------------------------------------------------------------------------
Chapter 36b- (Flexible Options) Short Term Treasury Note Flexible Options
-------------------------------------------------------------------------
Chapter 37 - CBOT Rough Rice Futures
------------------------------------
Chapter 38 - CBOT Rough Rice Options
------------------------------------
Chapter 39 - Dow Jones Utility Average Index Futures
----------------------------------------------------
Chapter 41 - CBOT Dow Jones Transportation Average Index Futures
----------------------------------------------------------------
Chapter 43 - CBOT Dow Jones Industrial Average Index Futures
------------------------------------------------------------
Chapter 44 - CBOT Dow Jones Industrial Average Index Futures Options
--------------------------------------------------------------------
Chapter 45 - Long Term Fannie Mae Benchmark Notes and
-----------------------------------------------------
         Freddie Mac Reference Note Futures
         ----------------------------------
Chapter 46a- Long Term Fannie Mae Benchmark Note and
----------------------------------------------------
         Freddie Mac Reference Note Futures Options
         ------------------------------------------
Chapter 47 - Mortgage Futures
-----------------------------
Chapter 48 - Mortgage Futures Options
-------------------------------------
Chapter 53 - Dow Jones Composite Average Index Futures
------------------------------------------------------
Chapter 57 - Medium Term Fannie Mae Benchmark Notes and
-------------------------------------------------------
         Freddie Mac Reference Note Futures
         ----------------------------------
Chapter 58a- Medium Term Fannie Mae Benchmark Note and
------------------------------------------------------
         Freddie Mac Reference Note Futures Options
         ------------------------------------------

Appendices

1. Reserved
2. Summary of Membership Privileges
-----------------------------------
3. Exchange Floor Operations and Procedures
-------------------------------------------

        A. Guidelines for Guests and Visitors
        -------------------------------------
         While on the Exchange Floor of the Chicago Board of Trade
         ---------------------------------------------------------
        B. Instructions for Floor Clerk Access
        --------------------------------------
           to the Floor of the Board of Trade of the City of Chicago
           ---------------------------------------------------------
        C. Dress Code
        -------------
        D. Pit Openings and Closings
        ----------------------------
        E. Contract Month Symbols
        -------------------------
        F. Reserved
        -----------
        G. Guidelines - Badge Validation and Return
        -------------------------------------------

  4. Futures Commission Merchants
  -------------------------------

        A. Reserved
        B. Reserved
        C. Minimum Financial Requirements- Non-FCM Member Firms
        -------------------------------------------------------


       D. Reserved
       -----------
       E. Financial Requirements for Agricultural Regularity
       -----------------------------------------------------

    5. Reserved
    -----------

    6. Arbitration Fees
    -------------------

       A. Member Claims
       ----------------
       B. Non-Member Claims
       --------------------

    7.-9. Reserved
    --------------

      9B. Implementation Regulations of e-cbot Concerning Technical Equipment
      -----------------------------------------------------------------------

    10. Grains
    ----------

       A. Regular Warehousemen
       -----------------------
          - Chicago and Burns Harbor Switching Districts
          -----------------------------------------------
       B. Regular Warehousemen
       -----------------------
          - St. Louis-East St. Louis and Alton Switching Districts
          --------------------------------------------------------
       C. Regul Warehousemen
       ---------------------
          - Minneapolis and St. Paul Switching Districts
          -----------------------------------------------
       D. Regular Warehousemen
       -----------------------
          - Toledo, Ohio Switching District
          ---------------------------------
       E. Storage Rates
       ----------------
       F. Reciprocal Switching Charges
       -------------------------------
          within Chicago, IL and Burns Harbor, IN
          ---------------------------------------
       G. Grain Load-Out Procedures
       ----------------------------

    10C(A). Corn and Soybean Shipping Stations
    ------------------------------------------

    10S(A). Soybean Only Shipping Stations
    --------------------------------------

    11. Soybean Oil
    ---------------

       A. Regular Shippers
       -------------------
       B. Differentials
       ----------------

    12. Soybean Meal
    ----------------

       A. Regular Shippers
       -------------------
       B. Differentials
       ----------------

    13. Reserved
    ------------

    14. Silver
    ----------

       A. Approved Brands
       ------------------


       B. Regular Vaults
       -----------------
       C. Regular New York Vaults
       --------------------------
       D. Storage Rates
       ----------------
       E. Official Assayers
       --------------------

    15. Gold
    --------

       A. Approved Brands
       ------------------
       B. Regular Vaults
       -----------------
       C. Storage Rates
       ----------------
       D. Official Assayers
       --------------------
       E. Approved Sources & Vaults
       ----------------------------

    16. Reserved
    ------------

    17. Government National Mortgage Association (GNMA)
    ---------------------------------------------------
        Collateralized Depositary Receipt (CDR)
        ---------------------------------------

       A. Approved Depositaries
       ------------------------
       B. Approved Originators
       -----------------------

    18. Reserved
    ------------

    19. Pricing Brokers/Bond Buyer Municipal Bond Index
    ---------------------------------------------------

    20-36. Reserved
    ---------------

    37. Rough Rice
    --------------

       A. Mill Site Warehouses
       -----------------------
       B. Rough Rice Regular Warehouses Delivery Differentials
       -------------------------------------------------------
       C. Definitions
       --------------
       D. Minimum Financial Requirements for Rough Rice Regularity
       -----------------------------------------------------------

    47. Price evaluation Providers for current mortgage Pricce Index for
        ----------------------------------------------------------------
        mortgage Futures
        ----------------



                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION

                                      OF

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.


           FIRST: The name of the corporation is Board of Trade of the City of
Chicago, Inc. (hereinafter referred to as the "Corporation").

           SECOND: The address of the registered office of the Corporation in
the State of Delaware is 9 East Loockerman Street, in the City of Dover, County
of Kent, Delaware 19901. The name of the registered agent of the Corporation at
such address is National Registered Agents, Inc.

           THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation are:

           (a)   to maintain a commercial exchange; to promote uniformity in the
customs and usages of merchants; to inculcate principles of justice and equity
in trade; to facilitate the speedy adjustment of business disputes; to acquire
and disseminate valuable commercial and economic information; and, generally, to
secure to its members the benefits of cooperation in the furtherance of their
legitimate pursuits; and

           (b)   to engage in any other lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (the "DGCL").

           FOURTH: The Corporation is not for profit and shall have no authority
to issue capital stock. Any amendment, alteration or repeal of this Article
FOURTH shall require the approval of the Board of Directors and the affirmative
vote of the members in accordance with Exhibit A to this Amended and Restated
Certificate of Incorporation (including all exhibits, the "Certificate of
Incorporation"), which exhibit shall be a part hereof.

           FIFTH: The terms and conditions of membership in the Corporation,
including, without limitation, the rights and obligations, including trading
rights and privileges, of members (full, associate or otherwise), member firms,
membership interest holders, delegates and all categories and classes of
memberships and other interests in the Corporation, shall be as provided in or
pursuant to this Certificate of Incorporation, Exhibit A hereto and the bylaws
of the Corporation (including all provisions incorporated therein by reference,
the "Bylaws"). Each person or entity that held any membership or other interest
in the Board of Trade of the City of Chicago, an Illinois not-for-profit
corporation ("Old CBOT"), immediately prior to the merger of Old CBOT with and
into the Corporation (the "Merger"), shall hold such membership or other
interest in the Corporation immediately following the Merger, subject to this
Certificate of


Incorporation and the Bylaws, Rules and Regulations (each as hereinafter
defined) of the Corporation.

           This Certificate of Incorporation and the Bylaws may be amended from
time to time to provide for one or more additional classes of members,
membership or other interests, with such terms and conditions, including,
without limitation, rights and obligations, including trading rights and
privileges, voting rights (or no voting rights), and other qualifications and
powers, some or all of which may vary as between classes, as may be provided for
herein or in the Bylaws. Any such amendment to this Certificate of Incorporation
shall require the approval of the Board of Directors and the affirmative vote of
the members in accordance with Exhibit A hereto.

           SIXTH: The business and affairs of the Corporation shall be managed
by or under the direction of a governing body to be known as the Board of
Directors. Until the first business day of January, 2001, the Board of Directors
shall be comprised of the following twenty-seven members (all of whom may be
referred to hereinafter as "Directors"):

           (a)  the Chairman of the Board;

           (b)  the First Vice Chairman of the Board;

           (c)  the Second Vice Chairman of the Board;

           (d)  the President of the Corporation (who shall be a non-voting
                Director);

           (e)  fifteen elected Directors who shall be Full Members of the
Corporation and of whom at least three shall be nonresident (defined for
purposes of this provision as a person whose ordinary place of business or
occupation is located more than fifty miles from the Court House of Cook County,
Illinois);

           (f)  five non-member Directors; and

           (g)  three Directors who shall be Associate Members of the
                Corporation.

Beginning on the first business day of January, 2001, the Board of Directors
shall be comprised of the following eighteen members (all of whom may be
referred to hereinafter as "Directors"):

           (a)  the Chairman of the Board;

           (b)  the Vice Chairman of the Board;

           (c)  the President of the Corporation (who shall be a non-voting
                Director);

           (d)  nine elected Directors who shall be Full Members of the
                Corporation and of whom at least two shall be non-resident
                (defined for purposes of this provision as a person whose
                ordinary place of business or occupation is

                                       2


                located more than fifty miles from the Court House of Cook
                County, Illinois);

           (e)  four non-member Directors; and

           (f)  two Directors who shall be Associate Members of the Corporation.

           The terms of office of such Directors, the manner of their
nomination, election or appointment, and other terms and conditions of their
service shall be as provided herein and in Exhibit B to this Certificate of
Incorporation, which exhibit shall be a part hereof, and in the Bylaws.
(11/01/00)

           SEVENTH: The Corporation shall have Bylaws, which shall include the
Rules of the Corporation (the "Rules"), relating to the business of the
Corporation, the conduct of its affairs, and its rights or powers or the rights
or powers of its members and other interest holders, Directors, officers,
employees, agents or other persons having dealings with the Corporation. The
Rules shall be set forth in, or incorporated by reference into, the Bylaws and
shall be a part thereof. The Bylaws and the Rules may be adopted, amended or
repealed by the membership in the manner provided in this Certificate of
Incorporation and Exhibit A hereto. The Board of Directors may adopt, amend or
repeal Regulations of the Corporation (the "Regulations") not in conflict with
the Rules, which shall have the binding effect of Rules. By majority vote, the
Board of Directors may delegate, to particular committees as designated by the
Board, the power to adopt, amend or repeal Regulations. Applicants for
membership and any person or entity holding any membership or other interest in
the Corporation shall be required to sign a written agreement to observe and be
bound by this Certificate of Incorporation and the Bylaws, Rules and Regulations
of the Corporation, as each may be amended from time to time.

           EIGHTH: Any person or entity holding any membership or other interest
in the Corporation shall hold such membership or interest subject to this
Certificate of Incorporation and the Bylaws, Rules and Regulations of the
Corporation, as each may be amended from time to time, and shall be required to
comply with all requirements hereof and thereof, including, without limitation,
the requirements relating to proceeds of membership set forth in Rule 252.00 (as
the same may be amended from time to time).

           NINTH: The Merger of Old CBOT with and into this Corporation shall
have no effect on any rights related to the Chicago Board Options Exchange,
Incorporated, including, without limitation, the rights provided in Rule 210.00
(as the same may be amended from time to time), held by any person or entity
holding any membership or other interest in the Corporation.

           TENTH: A Director of the Corporation shall not be personally liable
to the Corporation or its members for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the duty of
loyalty to the Corporation or its members, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which such
Director derived an improper personal benefit. If the DGCL is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors or members of

                                       3


the governing body of a non-stock corporation, then the liability of such
Director shall be eliminated or limited to the fullest extent permitted by the
DGCL, as so amended. Any repeal or modification of this provision shall not
adversely affect any right or protection of a Director existing at the time of
such repeal or modification. For purposes of this Article, the term "Director"
shall, to the fullest extent permitted by the DGCL, include any person who,
pursuant to this Certificate of Incorporation, is authorized to exercise or
perform any of the powers or duties otherwise conferred upon a board of
directors by the DGCL.

           ELEVENTH: The provisions of this Certificate of Incorporation may be
amended, altered or repealed from time to time in accordance with Delaware law,
provided that any such amendment, alteration or repeal must be approved by the
membership in the manner set forth herein and in Exhibit A hereto.

                                       4


                                   EXHIBIT A

                                  MEMBERSHIP
                                  ----------

           The rights of members and other interest holders in the Corporation
shall be subject to the following provisions:

           Section 1. Terms and Conditions of Membership. The terms and
conditions of membership in the Corporation, including, without limitation, the
rights and obligations, including trading rights and privileges, of members
(full, associate or otherwise), member firms, membership interest holders,
delegates and all categories and classes of memberships and other interests in
the Corporation, shall be as provided in the Certificate of Incorporation and
this Exhibit A, and in the Bylaws, Rules and Regulations of the Corporation, as
each may be amended from time to time.

           Section 2. Election Procedures. Members shall vote to elect persons
to serve on the Board of Directors and Nominating Committee as follows. The
election of such persons shall be in charge of tellers appointed by the Chairman
of the Board. If the Chairman of the Board appoints as teller a non-member
employee of a member, the member shall require such employee to serve as teller
upon the established terms. All votes shall be cast by secret ballot. No member
shall vote who is not in good standing with the Corporation. Members may vote by
mail in the annual election of Directors (the "Annual Election") in the manner
prescribed in Section 4 of this Exhibit A. The portions of ballots on which
votes are cast for Directors and on which votes are cast for the Nominating
Committee shall be rejected unless such portions are marked for a full ticket.
The tellers shall receive the ballots and place the same in the ballot box, and
shall keep a list of the members voting. After the election, the tellers shall
count the ballots and report to the Chairman of the Board the names of the
persons elected. The ballots shall be preserved for one month, and, upon request
of any interested party, the Board may verify the correctness of the returns.

           Section 3. Vote Necessary. The vote required at the Annual Election
for the choice of elective offices shall be as specified in this Section.

           (a)   Chairman and Vice Chairman of the Board. A majority of all
votes cast shall be necessary to elect a Chairman of the Board and to elect a
Vice Chairman. If no candidate received a majority vote for Chairman of the
Board or for Vice Chairman at the Annual Election, another ballot shall be taken
fifteen days later; and if again there shall be a failure to elect, a third
ballot shall be taken on the fifteenth following day, when a plurality shall
elect. (11/01/00)

           (b)   Directors. A plurality of votes shall elect the Directors who
are required to be Full Members of the Corporation; provided, however, that if
none of the candidates for such offices receiving a plurality of votes is a non-
resident member, the non-resident candidate receiving the largest vote as among
all non-resident candidates shall be elected Director, in lieu of the resident
candidate receiving the lowest winning plurality. A plurality of votes shall
elect the Directors who are required to be Associate Members of the Corporation.

                                      A-1


           (c)  Other Elective Offices. For all other elective offices, a
plurality of votes shall elect.

           Section 4. Voting by Mail. At the Annual Election and at all
balloting on propositions submitted to a vote of the members, members may vote
by mail by delivering a proxy to the Secretary of the Corporation, or any other
person or persons designated by the Board of Directors for these purposes
(collectively, the "Proxy"), in the manner hereafter provided. At least ten days
prior to the balloting, the Proxy shall send to each member (1) a proxy ballot
(a "Proxy Ballot") with which the member can appoint the Proxy as proxy and
direct the Proxy how to vote; and (2) a copy of the proposition(s) on which a
vote is to be taken. Any member who so desires may mark and execute the Proxy
Ballot and deliver or mail it to the Proxy. The Proxy shall deliver all such
Proxy Ballots to the tellers in charge of the balloting, and the tellers shall
indicate which members have submitted Proxy Ballots. The Proxy shall cast one or
more ballots to vote, as proxy, as directed in the Proxy Ballots. No ballots
received after the polls have closed shall be counted.

           The latest dated Proxy Ballot of a given member delivered or received
by mail shall be the Proxy Ballot followed by the Proxy with respect to such
member. A member can revoke a Proxy Ballot by voting in person.

           Section 5. Amendment of Bylaws. New Bylaws and Rules may be adopted
and existing Bylaws and Rules may be amended or repealed by the membership.
Proposed amendments may be recommended by the Board of Directors and, upon such
recommendation, the Chairman of the Board shall call for a special meeting of
the membership to be held not less than ten days or more than sixty days after
the proposed amendment shall have been posted upon the bulletin board (which
shall not be later than the date Proxy Ballots are sent to each member) and
notice thereof shall have been sent to the members. All votes shall be cast by
Proxy Ballot pursuant to Section 4 of this Exhibit A or otherwise in person or
by proxy. For such proposed amendment to be approved, at least 300 votes must be
cast, with at least a majority of such votes being cast in favor of the
amendment; if less than 300 votes are cast, such proposal shall be resubmitted
to the membership in accordance with the procedures set forth in this Section 5
of this Exhibit A. If twenty-five members or more petition for a special meeting
for the purpose of voting upon any proposed amendment, the Board of Directors,
within thirty days or at the next regular Board of Directors meeting, whichever
is sooner, shall either approve and recommend the proposed amendment and call
for a special meeting to vote upon such amendment, or report to the petitioners
the reason for its disapproval. If, within thirty days after such disapproval,
one hundred members or more petition for a special meeting for the purpose of
voting upon such proposed amendment, a special meeting shall be called for in
accordance with the procedures set forth in this Section 5 of this Exhibit A as
though the proposed amendment had been recommended by the Board of Directors.

A petition for a special meeting for the purpose of voting upon an amendment
which in the opinion of the Board of Directors involves the same or
substantially the same subject matter as has been submitted to a vote of the
membership at a special meeting at which at least 300 votes were cast at any
time within the twelve months immediately preceding the receipt of such petition
by the Board of Directors shall require the signatures of at least one hundred
members.

                                      A-2


The Board of Directors shall within thirty days or at the next regular Board of
Directors meeting, whichever is sooner, either approve and recommend the
proposed amendment and call for a special meeting to vote upon such amendment,
or report to the petitioners the reason for its disapproval. If, within thirty
days after such disapproval, two hundred and fifty members or more petition for
a special meeting for the purpose of voting upon such proposed amendment, a
special meeting shall be called for in like manner as though the proposed
amendment had been recommended by the Board of Directors and, for such amendment
to be approved, at least 300 votes must be cast, with at least two-thirds of
such votes being cast in favor of such amendment.

Every petition for amendment shall be signed and dated by each petitioning
member. It shall be considered an act detrimental to the welfare of the
Corporation for any member to sign a petition for a special meeting for the
purpose of a vote on an amendment despite disapproval of such amendment by the
Board of Directors unless and until the Board of Directors shall actually have
disapproved submission of such amendment.

          Section 6. Amendment of Amendment of Bylaws. During the period of
posting of an amendment in accordance with Section 5 of this Exhibit A, such
amendment may be amended at a special meeting held for that purpose if the
amendment to the proposed amendment is approved in a vote of the membership in
which at least 300 votes are cast and at least a majority of such votes are cast
in favor of the amendment to the proposed amendment. If the proposed amendment
is thus amended, the amended amendment shall then be posted for at least ten
days before submission to the membership for vote at a special meeting.

                                      A-3


          Section 7. Other Propositions For Vote By Members. Any proposition
which the Board of Directors orders submitted to a vote of the members may be so
submitted in accordance with the provisions of this Section 7 of this Exhibit A,
unless provision for such a submission is specifically provided by some other
provision of the Certificate of Incorporation or Bylaws. Such a proposition may
be an amendment to the Corporation's Certificate of Incorporation, or may be any
other proposition which by law or by the Bylaws or by the Regulations or by
order of the Board of Directors for any other reason is required to be so
submitted to a vote of the members. Any number of propositions not exceeding
five may be submitted concurrently to such a vote of the members.

          In submitting any proposition to a vote of the members, the Board of
Directors shall adopt a resolution setting forth such proposition, recommending
its adoption and ordering it to be submitted to a vote at a special meeting of
the members. Thereupon, the Chairman of the Board shall cause such proposition
to be posted upon the bulletin board of the Corporation and shall call for a
special meeting upon the proposition on a day to be fixed by the Chairman of the
Board, which shall not be less than ten days or more than sixty days after the
proposition shall have been posted upon the bulletin board. A notice of the date
and time of such special meeting shall be given by mail to each member at least
ten days in advance of the date upon which such vote is to be taken. Such notice
may be accompanied by a letter from the Chairman of the Board in such form and
with such content as the Board of Directors shall approve. A form of Proxy
Ballot setting forth the proposition(s) to be voted upon and providing an
appropriate space for use by the member in voting "for" or "against" the
proposition shall be supplied to each member.

          Any such proposition thus submitted to a vote of the members shall be
deemed adopted if at least 300 votes shall have been cast in the special meeting
and a majority of the votes thus cast shall have been in favor of the adoption
of the proposition.

          Section 8. Voting Rights. Each Full Member shall be entitled to one
vote on all matters that are subject to a vote of the general membership. Each
Associate Member shall be entitled to one-sixth (1/6) of one vote on all matters
that are subject to a vote of the general membership. Until surrendered for an
Associate Membership, no one-half (1/2) participations or multiples thereof,
shall have any voting rights. In addition, except as otherwise provided herein,
no other Member or Membership Interest holder (as defined in the Rules) shall
have any voting rights.

                                      A-4


                                   EXHIBIT B

                              BOARD OF DIRECTORS
                              ------------------

          The Board of Directors shall be subject to the provisions set forth
below:

          Section 1. Chairman of the Board. The Chairman of the Board shall be
the presiding officer of all membership and Board meetings and shall exercise
such powers and perform such duties as generally appertain to that office.
Subject to the approval of the Board, he may appoint special committees and all
other committees where the method of appointment is not otherwise provided for,
and may temporarily fill any vacancy in any appointive office other than
Non-Member Director.

          Section 2. Vice Chairman. The Vice Chairman of the Board ("Vice
Chairman") shall perform the duties of the Chairman of the Board in his absence
or disability. In the absence or disability of the Chairman of the Board and the
Vice Chairman, the Board may choose temporarily an Acting Chairman of the Board.
(11/01/00)

          Section 3. President. (1) The Board may elect a President of the
Corporation, who shall be a non-member, by the affirmative vote of at least
two-thirds of the full Board; (2) the Board is expressly authorized, by such
affirmative vote, to fix the compensation of such President, to prescribe the
duties to be performed by him and to prescribe a tenure of office which tenure
shall be subject to termination for good cause or otherwise, by a vote of not
less than two-thirds of the full Board; and (3) the Board is expressly
authorized to delegate to the President full power to carry on the day-to-day
activities of the Corporation, reserving to itself in such case the authority to
review the activities of the President and to determine the policies of the
Corporation.

          Section 4. President's Duties. (1) The President shall be the Chief
Executive Officer of the Corporation responsible to the Board for the management
and administration of its business affairs; (2) he shall serve as chief liaison
between the Corporation and the public, including federal, state and local
government agencies; (3) he shall be a non-voting Director of the Corporation
and a non-voting member of the Executive Committee and shall be included for
purposes of determining whether a quorum of the Board of Directors or the
Executive Committee is achieved; (4) he shall be an ex officio non-voting member
of all appointed and special committees of the Corporation of which he is not a
regular member; (5) he shall employ such subordinate administrative personnel as
he may determine from time to time are required for the efficient management and
operation of the Corporation, and shall establish the qualifications, duties and
responsibilities of all subordinate administrative personnel; (6) subject to the
approval of the Board, he shall fix the compensation, terms and conditions of
employment of all subordinate administrative personnel, and may terminate the
employment of such personnel; (7) he shall supervise the activities of the
Departments of the Corporation; (8) he shall execute all contracts on behalf of
the Corporation; (9) he shall not engage in any other business during his
incumbency as President, nor shall he trade for his own account or for the
account of others in any commodity which is traded on the Board of Trade of the
City of Chicago; and (10)

                                      B-1


by his acceptance of the office of President, he shall be deemed to have agreed
and he shall have agreed to uphold the Certificate of Incorporation and Bylaws,
and the Rules, Regulations and Interpretations, of the Corporation. The Board
may confer upon the President such other and additional rights and
responsibilities as it may deem warranted; provided, however, that the Board
shall not confer upon the President the power to formulate the policies of the
Corporation or to take disciplinary action, arbitrate disputes or adjust claims
against members except in his capacity as Director upon review of such matters.

          Section 5. Tenure of Office.
          ---------  ----------------

          (a)  The Chairman of the Board and the Vice Chairman of the Board
shall hold office for two years The elected Directors shall hold office for
three years, except as provided in Section 7 of this Exhibit B. In addition,
non-member Directors shall be nominated and appointed pursuant to Section 5(d)
of this Exhibit B The non-member Director(s) who will begin a new term in the
next succeeding year will be nominated an appointed no sooner than the November
Regular Board meeting and no later than the last business day of the year which
precedes the commencement of the new term. Each non-member Director shall hold
office for four years. All Officers and Directors thus elected or appointed
shall take office on the first business day in January following the Annual
Election and shall hold over in office until their respective successors are
qualified after election or appointment. (11/01/00)

          (b)  If a vacancy occurs in the office of non-member Director, such
vacancy will be filled by a successor nominated and approved pursuant to Section
5(d) of this Exhibit B. The successor non-member Director will take office at
the meeting following approval and shall hold office for the remainder of the
applicable four-year term.

                                      B-2


          (c)  Beginning with the candidates elected at the First Annual
Election following the adoption of the provisions set forth in Section 5(c) of
this Exhibit B, no member shall be elected by the Members of the Exchange to
more than:

          -    Three consecutive two-year terms as Chairman of the Board; or

          -    Three consecutive two-year terms as Vice Chairman of the Board;
               or

          -    Two consecutive three-year terms as elected Director.

The foregoing term limits shall apply separately and distinctly to each of the
specified elective offices (i.e. - Chairman of the Board, Vice Chairman of the
Board, and elected Director). A member who has reached a consecutive term limit
in any one of the specified elective offices shall not thereby be ineligible for
election to any other elective office on the Board. (11/01/00)

          (d)  The names of all candidates for the non-member Directors'
positions shall be submitted to the Corporation's Nominating Committee. It will
be the responsibility of the Nominating Committee to review the qualifications
of the candidates and present to the Board of Directors the names of those
candidates which the Committee believes are best qualified to serve on the Board
of Directors. The Board of Directors will elect candidates from among those
submitted by the Nominating Committee which the Board of Directors believes are
best qualified to serve the Membership.

          Section 6. Qualifications for Elective Officer.
          ---------- -----------------------------------

          a)   No person shall be a candidate for a non-resident Full Member
Directorship as defined in Article SIXTH of the Certificate of Incorporation
unless that person:

               -    Has been a Full Member for at least three months immediately
preceding the deadline for petition candidacy as specified in the Bylaws;

               -    Remains a Full Member thereafter through and including his
election; and

               -    Has prior experience in the futures industry.

                                      B-3


          b)   No person shall be a candidate for any other Directorship
required to be filled by a Full Member unless that person is a Full Member at
the time of standing for election and has been a Full Member or Associate Member
of the Exchange for at least one year next preceding his election.

          c)   No person shall be a candidate for any other elective office
required to be filled by a Full Member who shall not have been a Full Member of
the Exchange for at least one year next preceding his election; nor shall any
person be a candidate for an elective office required to be filled by an
Associate Member who shall not have been an Associate Member of the Exchange for
at least one year next preceding his election.

          Section 7. Elective Officers.
          ---------  -----------------

               At the December, 2000 Annual Election and at every second Annual
Election thereafter, the Members of the Exchange shall elect as an officer a
Chairman of the Board.

               On the first business day of January, 2001, the office of First
Vice Chairman of the Board shall be retitled and shall become the office of Vice
Chairman of the Board. The term of office previously in effect for the First
Vice Chairmanship of the Board shall become the term of office for the Vice
Chairmanship of the Board. The First Vice Chairman of the Board as of the day
preceding the first business day of January, 2001 shall become the initial
holder of the office of Vice Chairman of the Board. At the December, 2001 Annual
Election and at every second Annual Election thereafter, the Members of the
Exchange shall elect as an office a Vice Chairman of the Board.

               At the December, 2001 Annual Election and at every third Annual
Election thereafter, the Members of the Exchange shall elect the following as
officers: Three Directors who shall be Full Members (including at least one
non-resident as defined in Article SIXTH of the Certificate of Incorporation),
one Director who shall be an Associate Member (and who shall not be a
non-resident member as defined in Article SIXTH of the Certificate of
Incorporation), one member of the Nominating Committee who shall be a Full
Member, and one member of the Nominating Committee who shall be an Associate
Member.

               At the December, 2001 Annual Election the Members of the Exchange
also shall elect, for two-year terms, one Director who shall be a Full Member
and a non-resident as defined in Article SIXTH of the Certificate of
Incorporation, and one member of the Nominating Committee who shall be a Full
Member.

               At the December, 2002 Annual Election and at every third Annual
Election thereafter, the Members of the Exchange shall elect the following as
officers: Three Directors who shall be Full Members (including at least one non-
resident as defined in Article SIXTH of the Certificate of Incorporation), one
Director who shall be an Associate Member (and who shall not be a non-resident
member as defined in Article SIXTH of the Certificate of Incorporation), and two
members of the Nominating Committee who shall be Full Members.

                                      B-4


               At the December, 2002 Annual Election the Members of the Exchange
also shall elect, for one year terms, two Directors who shall be Full Members.

               At the December, 2003 Annual Election and at every third Annual
Election thereafter, the Members of the Exchange shall elect the following as
officers: Three Directors who shall be Full Members (including at least one
non-resident as defined in Article SIXTH of the Certificate of Incorporation)
and one member of the Nominating Committee who shall be a Full Member.

               All such officers shall be Full Members of the Corporation and
shall remain as such throughout their terms, with the exception of those
Directors and officers required to be Associate Members, who shall be Associate
Members of the Corporation and who shall remain as such throughout their terms
except as provided in paragraph (b). All of the aforesaid officers shall be
referred to as the "elective officers". (11/01/00)

          (b)  An Associate Member Director who has completed at least one and
one-half years of his/her current term of office may continue in that office of
Director for the remainder of that term provided that such Director continuously
remains either an Associate Member of the Corporation or a Full Member of the
Corporation.

          Section 8. Eligibility for Elective Office. Individual delegates of
Full or Associate Membership who do not hold in their own name an undelegated
Full or Associate Membership are not eligible to be an elective officer as
defined in Section 7 of this Exhibit B.

          Section 9. Eligibility of Member-Delegators. Full and Associate
members shall not be ineligible for elective office or for committee
appointments based on their having delegated their Full or Associate
memberships.

          Section 10. Absence. If any Director shall absent himself without an
excuse from six consecutive regular meetings of the Board, his office may be
declared vacant.

          Section 11. Vacancies. If a vacancy occurs in any elective office due
to death, resignation or other reason, such vacancy may be filled by a successor
elected by the Board of Directors to serve from the meeting following his
election until the next Annual Election or until his successor is elected and
qualified.

          Section 12. Continuation of Old CBOT Board. The persons serving on
the Board of Directors of Old CBOT immediately prior to the Merger of Old CBOT
with and into the Corporation shall, at the effective time thereof, become the
directors of this Corporation and shall serve, in such capacity, for the term
and tenure they were serving on the Board of Directors of Old CBOT and in
accordance with this Exhibit B. As applicable, all references in this Exhibit B
and elsewhere in the Certificate of Incorporation to dates, actions, terms,
tenures or other time periods relating to service on the Board of Directors of
the Corporation and other matters shall be deemed to correspond to such dates,
actions, times, tenures or other time periods applicable to Old CBOT immediately
prior to the Merger.

                                      B-5


                             AMENDED AND RESTATED
                                    BYLAWS

                                      OF

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.


                       ARTICLE I - RULES AND REGULATIONS
                       ---------   ---------------------

          Section 1.  Incorporation of Rules.
          ---------   ----------------------

          In accordance with the Amended and Restated Certificate of
Incorporation (including all exhibits, the "Certificate of Incorporation") of
the Board of Trade of the City of Chicago, Inc. (the "Corporation"), the Rules
of the Corporation (the "Rules"), as they may be amended from time to time, are
hereby incorporated by reference into and made part of these Bylaws.  The Bylaws
and Rules may be adopted, amended or repealed by the membership in the manner
provided in the Certificate of Incorporation and Exhibit A thereto.

          Section 2.  Regulations.
          ---------   -----------

          The Board of Directors may adopt, amend or repeal Regulations of the
Corporation (the "Regulations") not in conflict with the Rules, which shall have
the binding effect of Rules. By majority vote, the Board of Directors may
delegate, to particular committees as designated by the Board, the power to
adopt, amend or repeal Regulations. Applicants for membership and any person or
entity holding any membership or other interest in the Corporation shall be
required to sign a written agreement to observe and be bound by this Certificate
of Incorporation and the Bylaws, Rules and Regulations of the Corporation, as
each may be amended from time to time. In addition, the Board may adopt
interpretations of the Certificate of Incorporation, Bylaws and Regulations
("Interpretations") which shall be incorporated into and deemed to be
Regulations. The Regulations and Interpretations of Old CBOT, as in effect at
the effective time of the Merger, shall become Regulations and Interpretations,
respectively, of the Corporation, subject to the provisions hereof and of the
Certificate of Incorporation.


                ARTICLE II - MEMBERS AND OTHER INTEREST HOLDERS
                ----------   ----------------------------------

          Section 1.  Terms and Conditions.
          ---------   --------------------

          The terms and conditions of membership in the  Corporation, including,
without limitation, the rights and obligations, including trading rights and
privileges, of members (full, associate or otherwise), member firms, membership
interest holders, delegates and all categories and classes of memberships and
other interests in the Corporation, shall be as provided herein, in the
Certificate of Incorporation and in the Rules and Regulations.  Without limiting
the foregoing, requirements with respect to, and restrictions and limitations
on, the ownership, use, purchase, sale, transfer or other disposition of any
membership or interest therein, or any other interest of or relating to the
Corporation or membership therein, including the payment of proceeds from the
sale, transfer or other disposition of any membership or interest therein, shall
be as provided herein, in the Certificate of Incorporation and in the Rules and
Regulations, or as otherwise provided in accordance with applicable law.

          Section 2.  Annual Meeting and Chairman's Report.
          ---------   ------------------------------------

          The annual meeting of members shall be held on the first Thursday
after the third Tuesday in February at 2:30 P.M.  The annual mid-year Chairman's
Report shall be given on the first Thursday after the third Tuesday in June at
2:00 P.M.

          Section 3.  Special Meetings.
          ---------   ----------------

          Except as otherwise provided in the Certificate of Incorporation,
special meetings of the members, for any purpose or purposes prescribed in the
notice of the meeting, may be called by the Board of Directors or the Chairman
of the Board and shall be held at such place, on such date, and at such time as
they or he or she shall fix.

          Section 4.  Nominations and Annual Election.
          ---------   -------------------------------

          Each year by no later than the first Wednesday in November, the
Nominating Committee shall hold at least three meetings, of which due notice
shall be posted on the bulletin board.  All members may attend such meetings and
suggest nominees for the offices to be filled at the following election.  In
selecting candidates, the Committee shall give special consideration to the
desirability of having all interests of the Corporation represented on the
Board.  At least one candidate for Director at each applicable Annual Election
must be a non-resident Full Member as defined in Article SIXTH of the
Certificate of Incorporation. (11/01/00)

                                      -2-


          The Committee shall nominate at least one candidate for each of the
elective offices.  The Committee may, in its sole discretion, nominate two
candidates for any of the elective offices, but shall not nominate more than two
candidates for any individual elective office.

          By no later than the first Wednesday in November, the Committee shall
furnish the Secretary with a list of its nominees. Promptly upon its submission,
the list shall be posted by the Secretary upon the bulletin board. In case any
nominee named by the Committee withdraws or becomes ineligible, and such
withdrawal or ineligibility leaves no such candidate for the office for which
the candidate was nominated, or leaves less than five such candidates for the
offices of Director required to be filled by Full Members, or leaves no
candidates for the office of Director required to be filled by an Associate
Member, it shall be the duty of the Committee to nominate another candidate for
such office. However, if such withdrawal or ineligibility leaves five or more
candidates for the offices of Director required to be filled by Full Members, or
in the case of the office of Director required to be filled by an Associate
Member, leaves one or more candidates for such office, the Committee may at its
discretion, but need not, nominate another candidate to replace the withdrawn or
ineligible candidate.

          Other nominations may be made by petition, signed by not less than
forty members in good standing and filed with the Secretary by no later than the
close of business on the third Wednesday in November.  Promptly upon submission
of petitions, the names of candidates shall be posted by the Secretary upon the
bulletin board.

          On the third Wednesday following the deadline for filing petitions as
specified above, the Annual Election shall be held in the Exchange Hall between
8:00 A.M. and 3:00 P.M.

          All candidates for the respective elective offices shall be listed
alphabetically on the ballot.

          Section 5.  Notice of Meetings.
          ---------   ------------------

          Written notice of the place, date, and time of all meetings of the
members shall be given, not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each member entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation).
The notice of any special meeting of members shall also state the purpose or
purposes for which such meeting is called.

          When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business

                                      -3-


may be transacted which might have been transacted at the original meeting
without regard to the presence of a quorum at such adjournment.

          Section 6.  Quorum.
          ---------   ------

          At members' meetings, one hundred members, present in person or by
proxy, shall constitute a quorum.  If a quorum shall fail to attend, a majority
of the members present, in person or by proxy, may adjourn the meeting to a
subsequent time.

          Section 7.  Organization.
          ---------   ------------

          Such person as the Board of Directors may have designated or, in the
absence of such a person, the Chairman of the Board or, in his or her absence,
such person as may be chosen by the vote of a majority of the members present,
in person or by proxy, shall call to order any meeting of the members and act as
chairman of the meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.

          Section 8.  Conduct of Business.
          ---------   -------------------

          The chairman of any meeting of members shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.

          Section 9. Consent of Members in Lieu of Meeting.
          ---------- -------------------------------------

          Any action required to be taken at any annual or special meeting of
members of the Corporation, or any action which may be taken at any annual or
special meeting of the members, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the number of members that would be
necessary to authorize or take such action at a meeting at which all members
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of members are recorded. Delivery made
to the Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested.

          Every written consent shall bear the date of signature of each member
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the date
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of members to take action are delivered
to the Corporation in the manner prescribed in the first paragraph of this
Section.

                                      -4-


                       ARTICLE III - BOARD OF DIRECTORS
                       -----------   ------------------

          Section 1.  General.  The Board of Directors shall be comprised of
such persons, who shall be elected or appointed in such manner and shall have
and exercise such powers, as provided in the Certificate of Incorporation.

       *  Section 2.  Quorum.  Ten [Twelve] members of the Board shall
constitute a quorum, but a lesser number may adjourn to a subsequent time.
(11/01/00)

*Addition underlined; deletion bracketed as of January 2, 2001.

          Section 3.  Attendance at Board Meetings.
          ---------   ----------------------------

          In accordance with Section 7 of this Article II, members of the Board
or any committee who are physically present at a meeting of the Board or any
committee may adopt as the procedure of such meeting that, for quorum purposes
or otherwise, any member not physically present but in continuous communication
with such meeting shall be deemed to be present. Continuous communication shall
exist only when, by conference telephone or similar communications equipment, a
member not physically present is able to hear and be heard by each other member
deemed present, and to participate in the proceedings of the meeting.

          Section 4.  Regular Meetings.
          ----------  ----------------

          The Board shall hold a regular meeting on the third Tuesday of each
calendar month or at such other time as the Board may determine from time to
time. If the day of the regular meeting is a holiday, the meeting shall be held
the next business day.

          Section 5.  Special Meetings.
          ---------   ----------------

          Special meetings of the Board may be called by the Chairman of the
Board, and shall be called by the Secretary upon the written request of five
Directors. The Secretary shall give at least one hour's notice of such meetings
either by announcement on Change or by written notice. No business may be
considered except that embraced in the call.

          Section 6.  Roll Call Votes by Board.
          ---------   ------------------------

          A motion to order a roll call vote by the Board shall be deemed
adopted if duly made by any present director.

                                      -5-


          Section 7.  Annual Report to Members.
          ---------   ------------------------

          The Board, at each annual meeting of the members, shall make a
complete report of all receipts and expenditures for the preceding year and an
exhibit of the financial affairs, property, and general condition of the
Corporation.

          Section 8.  Emergencies.
          ---------   -----------

          In addition to their general authority under law, the Certificate of
Incorporation and these Bylaws, the Board of Directors and certain officers of
the Corporation shall have such authority in certain emergencies as provided in
the Rules.

          Section 9.  Certain Rights and Restrictions.
          ---------   -------------------------------

          The right of any person to vote, participate or take any action in any
capacity as a member of the Board of Directors or any committee, panel or other
body shall be subject to such requirements and restrictions as may be provided
herein, in the Certificate of Incorporation and in the Rules and Regulations.

                    ARTICLE IV - COMMITTEES AND DEPARTMENTS
                    ----------   --------------------------

          Section 1.  General.
          ---------   -------

          To the fullest extent permitted by law and the Certificate of
Incorporation, the Board of Directors shall have the power to appoint, and to
delegate authority to, such committees of the Board of Directors as it
determines to be appropriate from time to time.

          Section 2.  Additional and Standing Committees.
          ---------   ----------------------------------

          In addition to such committees as may be authorized by the Board of
Directors from time to time, the Corporation shall have such additional and
standing committees, which shall be comprised of such persons having such powers
and duties, as provided in the Rules and Regulations. Any person may be
disqualified from serving on or participating in the affairs of any committee to
the extent provided in the Rules and Regulations.

          Section 3.  Departments.
          ---------   -----------

          The Corporation shall have such departments as are authorized in or in
accordance with the Rules and Regulations.

                                      -6-


                             ARTICLE V - OFFICERS
                             ---------   --------

          Section 1.  General.
          ---------   -------

          The Corporation shall have such officers, with such powers and duties,
as provided herein and in the Certificate of Incorporation.

          Section 2.  President.
          ---------   ---------

          The Corporation shall have a President with such powers and duties as
provided in the Certificate of Incorporation.

          Section 3.  Officers Other Than President.
          ---------   -----------------------------

          Following each Annual Election, the  Board shall appoint such Vice
Presidents as it may deem necessary or desirable for the efficient management
and operation of the Corporation. The Executive Vice President and any other
Vice Presidents shall be responsible to the President. The Board shall also
appoint such other officers as may be necessary. The Board may prescribe the
duties and fix the compensation of all such officers and they shall hold office
during the will of the Board.

          Section 4.  Bonding of Employees.
          ---------   --------------------

          The President, Secretary, Assistant Secretary, Treasurer and Assistant
Treasurer shall be placed under bond of $50,000 each, premium to be paid out of
the general funds of the Corporation; and such other employees of the Office of
the Secretary, who handle funds of the Corporation, shall be bonded in the sum
of $5,000 each, premiums to be paid out of the general funds of the Corporation.

          Section 5.  Secretary.
          ---------   ---------

          The Secretary shall perform such duties as may be delegated to him or
her by the Board or the President. In addition he or she shall be charged with
the following specific duties:

          (a)  To take charge of the books, papers, and corporate seal of the
Corporation;

          (b)  To attend all meetings of the Corporation and the Board, and to
keep official records thereof;

          (c)  To give notices when required of all Corporation and Board
meetings;

          (d)  To conduct the correspondence of the Corporation under the
direction of the proper officers;

          (e)  To furnish to the Chairman of every Special Committee a copy of
the resolution whereby such Committee was created;

          (f)  To post all notices which may be required to be posted upon the
bulletin board;

                                      -7-


          (g)  To keep his or her office open during usual business hours;

          (h)  To see that the rooms and property of the Corporation are kept in
good order;

          (i)  To attest, upon behalf of the Corporation, all contracts and
other documents requiring authentication;

          (j)  To permit members to examine the records of the Corporation upon
reasonable  request; and

          (k)  To post on the bulletin board from time to time the names of all
warehouses, the receipts of which are declared regular for delivery, and also,
upon direction of the Board, to post any fact tending to impair the value of
receipts issued by such warehouses.

          Section 6.  Assistant Secretaries.
          ---------   ---------------------

          Assistant Secretaries shall perform such duties as the Secretary or
the Board may require, and shall act as Secretary in the absence or disability
of the Secretary.

          Section 7.  Treasurer.
          ---------   ---------

          The Treasurer shall have general charge of all funds belonging to the
Corporation, and shall be charged with the following specific duties:

          (a)  The Treasurer shall receive from the Secretary deposit of funds
belonging to the Corporation. Checks in amounts over $10,000 shall be signed by
either the President, the Chief Financial Officer, the Treasurer, the Secretary
or the Assistant Secretary and countersigned by the Chairman of the Board, a
Vice Chairman of the Board or one of the three other elected members of the
Executive Committee;

          (b)  To make an annual report to the Corporation of all receipts and
disbursements; and


          (c)  To keep all of his or her accounts in permanent books of account
belonging to the Corporation, which books shall at all times be open to the
examination of the Board or any committee thereof.

          Section 8.  Assistant Treasurer.
          ---------   -------------------

          The Assistant Treasurer shall perform such duties as the Treasurer or
the Board may require, and shall act as Treasurer in the absence or disability
of the Treasurer.

                             ARTICLE VI - NOTICES
                             ----------   -------

          Section 1.  Notices.
          ---------   -------

                                      -8-


          Except as otherwise specifically provided herein or required by law,
all notices required to be given to any member, Director, committee member,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid telegram
or mailgram. Any such notice shall be addressed to such member, Director,
committee member, officer, employee or agent at his or her last known address as
the same appears on the books of the Corporation. The time when such notice is
received, if hand delivered, or dispatched, if delivered through the mails or by
telegram or mailgram, shall be the time of the giving of the notice.

          Section 2.  Waivers.
          ---------   -------

          A written waiver of any notice, signed by a member, Director,
committee member, officer, employee or agent, whether before or after the time
of the event for which notice is to be given, shall be deemed equivalent to the
notice required to be given to such member, Director, committee member, officer,
employee or agent.  Neither the business nor the purpose of any meeting need be
specified in such a waiver.

                          ARTICLE VII - MISCELLANEOUS
                          -----------   -------------

          Section 1.  Facsimile Signatures.
          ---------   --------------------

          Facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee
thereof.

          Section 2.  Corporate Seal.
          ---------   --------------

          Except as may be otherwise determined by the Board of Directors from
time to time, the seal of the Corporation shall bear a figure of Justice with a
ship in the distance surrounded with the corporate name of the Corporation.

                                      -9-


          Section 3.  Reliance upon Books, Reports and Records.
          ---------   ----------------------------------------

          Each Director and each member of any committee designated by the Board
of Directors, shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors so designated, or by any other person as to matters which
such Director or committee member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

          Section 4.  Fiscal Year.
          ---------   -----------

          The fiscal year of the Corporation shall be as fixed by the Board of
Directors from time to time.

          Section 5.  Time Periods.
          ---------   ------------

          Except as otherwise specifically provided, in applying any provision
of these Bylaws which requires that an act be done or not be done a specified
number of days prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall be used, the day
of the doing of the act shall be excluded, and the day of the event shall be
included.

     ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
     ------------   -----------------------------------------

          Section 1.  Right to Indemnification.
          ---------   ------------------------

          Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director, officer, committee
member or employee of the Corporation or is or was serving at the request of the
Corporation as a Director, officer, committee member or employee of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, officer, committee member or employee or in any
other capacity while serving as a Director, officer, committee member or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in Section 3
of this ARTICLE VIII with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such

                                     -10-


indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.

          Section 2.  Right to Advancement of Expenses.
          ---------   --------------------------------

          The right to indemnification conferred in Section 1 of this ARTICLE
VIII shall include the right to be paid by the Corporation the expenses
(including attorney's fees) incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and to
the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE VIII
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, officer, committee member or employee and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.

          Section 3.  Right of Indemnitee to Bring Suit.
          ---------   ---------------------------------

          If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its members) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its members) that the indemnitee has
not met such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving

                                     -11-


that the indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this ARTICLE VIII or otherwise shall be on the Corporation.

          Section 4.  Non-Exclusivity of Rights.
          ---------   -------------------------

          The rights to indemnification and to the advancement of expenses
conferred in this ARTICLE VIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of members or
disinterested Directors or otherwise.

          Section 5.  Insurance.
          ---------   ---------

          The Corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, committee member or employee of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

          Section 6.  Indemnification of Agents of the Corporation.
          ---------   --------------------------------------------

          The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of Directors and officers of the Corporation.

          Section 7.  Corporation Defense Expenses.
          ---------   ----------------------------

          Any member or member firm who fails to prevail in a lawsuit or any
other type of legal proceeding instituted by that member or member firm against
the Corporation or any of its officers, Directors, committee members, employees
or agents must pay to the Corporation all reasonable expenses, including
attorney's fees, incurred by the Corporation in the defense of such proceeding.
Any member or member firm required to compensate the Corporation pursuant to
this section shall be assessed interest on such amount at the rate of Prime plus
1%, which interest shall accrue from the date such amount was demanded in
writing after the member or member firm failed to prevail in a lawsuit or any
other type of legal proceeding against the Corporation.

                            ARTICLE IX - AMENDMENTS
                            ----------   ----------

          These Bylaws may be amended in the manner specified in the Certificate
of Incorporation and Exhibit A thereto.
                     ---------

                                     -12-


================================================================================
Chapter 1
Government
================================================================================

     Ch1 Miscellaneous.....................................................  102
          110.00  Petition Ballot Vote Communications......................  102
          134.00  Board Member Voting Records..............................  102
          144.00  Assistant Secretaries....................................  102

     Ch1 Committees........................................................  103
          156.00  Nominating Committee.....................................  103
          157.00  Business Conduct Committee...............................  103
          158.00  Floor Governors Committee................................  103
          159.00  Membership Committee.....................................  103
          159.01  Membership Committee Panels..............................  103
          162.09  Strategy Committee.......................................  104
          163.00  Investigating Committee..................................  104
          165.01  Regulatory Compliance Committee..........................  104
          165.02  Audit Committee..........................................  105

     Ch1 Departments.......................................................  107
          170.00  Departments..............................................  107
          170.01  Office of Investigations and Audits......................  107
          170.02  Office of Investigations and Audits......................  107
          170.03  Department of Member Services............................  107
          170.04  Department of Member Services............................  108
          170.05  Department of Member Services............................  108
          170.07  Market Report Department.................................  108

     Ch1 General...........................................................  109
          180.00  Emergencies..............................................  109
          180.01  Physical Emergencies.....................................  109
          180.02  Emergency Actions Under Rule 180.00......................  109
          181.00  Retirement...............................................  110
          184.00  Appropriations...........................................  110
          185.00  Repealing Clause.........................................  110
          186.00  Liability Under Previous Rules and Regulations...........  110
          188.01  Governing Members Possessing Material, Non-Public
                  Information..............................................  110
          188.02  Service on Board of Directors, Disciplinary Committees,
                  Oversight Committees and Arbitration Panels..............  110
          188.03  Exchange Liability.......................................  111
          188.04  Voting by Interested Members.............................  111
          188.05  Board's Interpretive Authority...........................  116
          189.01  Limitation of Liability of Index Licensors or
                  Administrators...........................................  116
          189.02  Limitation of Liability..................................  116
          190.00  Compensation Information.................................  117

                                      101


================================================================================
Chapter 1
Government
================================================================================

Ch1 Miscellaneous

110.00  Petition Ballot Vote Communications - In the event that a ballot vote
is forced by petition, all official communications, either written or presented
at a Member meeting, will be accompanied by the views of both the Board and the
petitioners.  The Exchange will provide to the petitioners a minimum of 10 days
from the receipt of notice to prepare written or presentation materials to
accompany Exchange official communications.  The petitioners will be represented
by a registered sponsor (an individual who submits the original petitions and
who chooses to register as the sponsor) or his designee.  If there is no
registered sponsor for the petition, the views of the Board and the petitioners
should be equitably represented by the Chief Legal Counsel of the Exchange.
(01/01/00)


134.00  Board Member Voting Records - The voting record (except those involving
strategic planning or disciplinary issues) of each individual Board member
should be recorded and available the day following the vote at the Secretary's
office to any interested Full or Associate Member. (01/01/00)


144.00  Assistant Secretaries - Assistant Secretaries shall perform such duties
as the Secretary or the Board may require, and shall act as Secretary in the
absence or disability of the Secretary. 78 (08/01/94)

                                      102


Ch1 Committees

156.00  Nominating Committee - Until the first business day of January, 2001,
the Nominating Committee shall consist of seven members: six elected members and
one elected Associate Member whose terms of office shall be three years.
Beginning on the first business day of January, 2001, the Nominating Committee
shall consist of five members: four elected Full Members and one elected
Associate Member whose terms of office shall be three years, except as provided
in the Certificate of Incorporation, Exhibit B, Section 7. The Committee members
shall elect their own Chairman who shall be a Full Member. The Associate Member
shall serve as a full voting member of the Committee. No member of the
Nominating Committee shall be eligible for re-election or reappointment for a
period of three years after his term expires. 51 (11/01/00)

157.00  Business Conduct Committee - (See 542.00) (08/01/94)

158.00  Floor Governors Committee - (See 543.00) (08/01/94)

159.00  Membership Committee - All applications for membership shall be
referred to the Membership Committee.  The Membership Committee, in its
discretion, may require an applicant who resides in the continental United
States to appear in person for an examination either before the full committee,
a duly authorized subcommittee thereof, or a representative of the Member
Services Department.  The Committee may also impose different requirements for
other applicants in lieu of personal appearance.

The Membership Committee may, at its discretion, require the personal appearance
and examination of the sponsors.  The Membership Committee, by a majority vote
of its members present at a duly constituted meeting, shall approve or deny the
admission of the applicant to membership. A decision of the Membership Committee
to deny the application may be appealed to the Regulatory Compliance Committee.
102 (08/01/94)

159.01  Membership Committee Panels - The Chairman of the Membership Committee
may appoint panels of Committee members to hold duly constituted meetings, in
accordance with Rule 159.00, for the purpose of approving or denying
applications for membership. Any such panel must consist of not fewer than three
members of the Committee. (08/01/94)

160.00  Committee of Arbitration; Committee of Appeals - (See 600.00) (08/01/94)

162.01  Standing Committees - Standing Committees may be made up of full and
associate members of the Association and members of the staff of the
Association, unless otherwise specifically provided for in the Rules and
Regulations. In addition, holders of GIM, IDEM or COM Membership Interests may
be appointed by the Chairman of the Board to serve as non-voting advisors to any
Committee. The Chairman of the Board and the President shall be ex-officio (non-
voting) members of all committees of which they are not regular members.

The Chairman of the Board, with the approval of the Board of Directors, may
appoint full or associate members to both committees and subcommittees.
(08/01/94)

162.03  Executive Committee - The Executive Committee shall consist of the
Chairman of the Board, Vice Chairman of the Board, the President, who shall be a
non-voting member of the Committee, and three member Directors. Two such
Directors may be nominated by the Chairman of the Board, subject to the approval
of the Board. The other shall be elected by the Board in the following manner:

Nominations may be made only by Directors who are members of the Exchange but
every member of the Board, except the President, who is a non-voting member of
the Board of Directors, may vote. A majority of all votes cast shall be
necessary for election. If no nominee shall receive a majority on three ballots,
a fourth ballot shall be taken when a plurality shall elect.

To be eligible to serve on the Executive Committee, a Director must have served
at least one year as a Director. The Chairman of the Board shall be the Chairman
of the Executive Committee. (02/01/01)

162.05  Additional Committees - In addition to those appointed by the Chairman
of the Board, the Board may appoint such committees as it sees fit and prescribe
the duties thereof. 1023 (08/01/94)

                                      103



                                Ch1 Committees
                                --------------

162.09  Strategy Committee - The Strategy Committee shall consist of no more
than eleven members of the Board.  A Vice Chairman of the Board will be Chairman
of the Strategy Committee.  The Chairman of the Board, with the approval of the
Board of Directors, may fill any vacancy on the Committee by appointing another
member of the Board to serve on the Committee.

The responsibilities of the Strategy Committee shall be as follows; (a) to
review and recommend a strategic plan for the Exchange; (b) to develop and track
performance milestones implied in the strategic plan; (c) to ensure that
subcommittee activities are consistent with the strategic plan; (d) to establish
policies and priorities for addressing member proposals; and (e) to understand
the competitive position of the Exchange. (03/01/99)

163.00  Investigating Committee - (See 541.00) (08/01/94)

164.00  Finance Committee - The Chairman of the Board, with the approval of the
Board, shall appoint a Finance Committee, which shall consist of seven members
of the Board. All Finance Committee members shall be Full Members, except that
one Finance Committee member may be an Associate Member.

Each year the Chairman of the Board shall appoint the Chairman of the Committee
for a one-year term provided that the Chairman of the Board upon the effective
date of this Rule shall appoint the Chairman of the Committee for a term that
shall expire in January 1995.

The Chairman of the Board, with the approval of the Board, shall fill any
vacancy in the Committee by appointing another member of the Board to serve on
the Committee.

The responsibilities of the Finance Committee shall be as follows:  (a) to
oversee the monetary affairs of the Exchange, including cash flow, balance
sheet, financing activities and investment of member capital; (b) to review and
recommend annual budgets and capital expenditure plans for Board approval; (c)
to review and recommend specific capital expenditures over an amount to be
determined by the Board; (d) to establish revenue-sharing policies for joint
ventures and alliances; (e) to review and recommend service, transaction
processing and other service fee structures; and (f) to review and recommend
membership dues policy. (08/01/94)

165.01  Regulatory Compliance Committee - The Chairman of the Board, with the
approval of the Board, shall appoint a Regulatory Compliance Committee, which
shall be comprised of the following voting members:

     -  Three members of the Board, all of whom shall be Full Members or
        Associate Members; and

     -  The chairmen of the Arbitration, Business Conduct, Financial Compliance,
        Floor Conduct, Floor Governors and Membership Committees.

Each year the Chairman of the Board shall appoint, from among the Board members
on the Committee, the Chairman of the Regulatory Compliance Committee for a one-
year term, provided that the term of the first Committee chairman so appointed
shall expire in January 1995.

The Regulatory Compliance Committee shall be responsible for (a) the approval of
legislative priorities and responses to legislative and regulatory initiatives;
(b) the determination of membership capital requirements; (c) the establishment
of risk management policies; (d) the establishment of membership criteria; (e)
hearing appeals from denials of membership applications; (f) the monitoring of
compliance policies; and (g) establishing ranges for penalties and fines for
violations of the Rules and Regulations of the Association.

The Committee shall instruct the Office of Investigations and Audits to
administer a statement of Member's Rights to each member (or employee of a
member) who is the subject of an investigation.  (See below.)

Members of the Committee shall be appointed by the Chairman of the Board with
the approval of the Board.  The Chairman of the Board, with the approval of the
Board, shall fill any vacancy in the Board members serving on the Committee by
appointing another member of the Board to serve on the Committee.

                                      104


                                Ch1 Committees
                                --------------


                           STATEMENT OF MEMBER'S RIGHTS
                       APPURTENANT TO EXCHANGE PROCEEDINGS

        The Chicago Board of Trade ("Exchange" or "CBOT") is a self-regulatory
organization subject to supervisory regulation of the Commodity Futures Trading
Commission ("CFTC"). In order to fulfill its self-regulatory obligations the
Exchange is required by the CFTC to undertake certain surveillance activities
and to maintain an enforcement staff that prosecutes possible violations of
Exchange rules before Exchange committees.  At the CBOT these responsibilities
are carried out by the Office of investigations and Audits ("OIA") pursuant to
CBOT Regulations 170.01 and 170.02.

        Investigations may be initiated by staff, members, the CFTC of the
public.  When an investigation is completed, an Investigations Report
concerning the alleged violation is prepared and submitted to the appropriate
Exchange disciplinary committee for review and action.  An Investigation Report
is a privileged document and not subject to disclosure, although the essential
elements of an Investigative Report include a summary of the case and evidence
gathered by OIA, along with an OIA recommendation on whether to proceed.

        A member, member firm or any other person subject to questioning during
an investigation is afforded the following rights, in addition to those rights
contained in Chapter 5 of the Exchange Rulebook:

1)  The right to be represented by counsel during questioning and at any
    subsequent proceeding before an Exchange committee.  Regulation 540.03(g).

2)  The right to be informed of the general act or conduct which is the subject
    of the investigation, in so far as is determinable at the time of
    questioning.

3)  The right not to answer any question, if the answer would convict or tend to
    convict the person of any State of Federal law.  Rule 548.00.

4)  The right to examine any statements or documents which are relevant to the
    issued charges, excluding privileged work product and the Investigative
    Report.  Regulation 540.03(a).

5)  The right to call relevant witnesses at any hearing and, for those witnesses
    within the jurisdiction of the Association, compel their attendance.

6)  The right of one peremptory (for no reason) challenge to the presence of a
    member of an Exchange disciplinary committee impaneled to hear the matter
    and unlimited challenges for cause.

In addition, members, member firms or any other persons subject to questioning
during an investigation should be aware that Section 9(a)(4) of the Commodity
Exchange Act makes it a felony to willfully falsify or conceal a material fact,
to make a false, fictitious or fraudulent statement, or to knowingly make or use
a false document to any representative of the Exchange, including OIA employees,
who are performing their official duties.

I hereby acknowledge that I have read this Statement of Member's Rights this
______ day of ________, 20 ______.

__________________________________________________

04/01/01

165.02  Audit Committee - The Audit Committee shall be composed of four
members of the Board nominated by the Chairman of the Board and approved by the
majority vote of the Board.

The Audit Committee shall be responsible for (a) recommending the outside
auditor to conduct an annual audit of the financial affairs of the Association;
(b) approving the scope of such audits; (c) ensuring that adequate financial
reporting systems and controls are in place; (d) reviewing the audit findings
and management's response to those findings; and (e) ensuring the effectiveness
of outside auditors and the internal financial audit staff.  (08/01/94)

165.03  Human Resources Committee - The Human Resources Committee shall be
composed

                                      105


                                Ch1 Committees
                                --------------

of five members of the Board, including the Chairman of the Board. The Chairman
of the Committee shall be the Chairman of the Board. The other members of the
Committee shall be nominated by the Chairman of the Board and approved by the
Board.

The Human Resources Committee shall be responsible for (a) establishing human
resource policies; (b) approving, up to certain specified levels which the Board
from time to time shall establish, senior management compensation specifically
as follows: officer salaries (excluding the salary of the President) and, in
conjunction with the President, non-officer salaries; (c) reviewing and
recommending senior management appointments; (d) reviewing senior management
evaluations, development and succession plans; (e) reviewing and recommending
basic organizational structure; and (f) evaluating the performance of the
President.  (03/01/98)

                                      106


Ch1 Departments

170.00  Departments - The Board, or the President with the approval of the
Board, is authorized to establish and maintain such departments as may be deemed
necessary from time to time, and the Board shall make all needful Regulations
applicable thereto. All such departments shall be under the supervision of the
President, who shall be responsible to the Board. 81 (08/01/94)

170.01  Office of Investigations and Audits - Under authority of Rule 170.00
there is established a Department of the Association to be known as the Office
of Investigations and Audits. The Office shall function under the supervision of
an individual who shall be at least a Vice President of the Association. The
Office of Investigations and Audits shall initiate and conduct investigations
and audits on behalf of the President and Chief Executive Officer and on behalf
of the Association. No employee of such office shall have any interest in the
business of any member, member firm, or other person with trading privileges.
The individual who supervises such Office shall function also as a liaison
officer between the Business Conduct Committee and the Financial Compliance
Committee and the Commodity Futures Trading Commission. 1785 (08/01/94)

170.02  Office of Investigations and Audits - All officers, committees and
departments of the Association shall be entitled to use and shall make the
fullest possible use of the services provided by the Office of Investigations
and Audits consistent with their respective responsibilities and special needs,
and the President shall work out and establish policies and procedures governing
the initiation and handling of needed investigations and audits. All such
policies and procedures shall be consistent with and not in conflict with the
following declared policies of the Board:

(a)  All information obtained by the Office of Investigations and Audits
     regarding market positions and identity of traders shall be considered
     confidential, regardless of source, and shall be disclosed only to the
     Chairman or acting Chairman of the Business Conduct Committee and/or the
     Financial Compliance Committee and shall be disclosed to the Business
     Conduct Committee and/or the Financial Compliance Committee sitting as a
     committee when and after the individual in charge of the Office of
     Investigations and Audits or the Chairman or acting Chairman of the
     Business Conduct Committee and/or the Financial Compliance Committee shall
     have reason to believe that such Committee would or should take preventive
     or disciplinary action if such information were presented to it. This shall
     not preclude the Business Conduct Committee and/or the Financial Compliance
     Committee from ordering investigations or audits to be made at any time for
     the special purpose of obtaining information regarding the market position
     and identity of any trader or traders, and in such cases the Office of
     Investigations and Audits shall report fully and completely to the
     Committee any and all such information so obtained or in its possession.

(b)  It shall be considered a breach of trust for any employee of the Office of
     Investigations and Audits to divulge, or allow or cause to be divulged, to
     any unauthorized person, any confidential, commercially sensitive, or non-
     public information, including any information regarding the market
     position, financial condition, or identity of any trader or firm or to
     disclose the name of any customer of one firm to any other firm, except as
     provided for in paragraph (a) hereof or when required in connection with
     disciplinary proceedings or other formal proceedings or actions of a duly
     authorized committee of the Association or of the Board, or in response to
     a duly authorized subpoena, or in response to a request or demand by any
     administrative or legislative body of government having jurisdiction of the
     subject matter and authority to obtain the information requested, or on
     behalf of the Association in any proceeding authorized by the Board of
     Directors. Such information shall not be divulged by any employee of the
     Office of Investigations and Audits without the prior approval of the
     individual responsible for supervision of the Office of Investigations and
     Audits. 1786 (08/01/94)

170.03  Department of Member Services - Under the authority of Rule 170.00 there
is established a Department of Member Services. The function of such Department
shall be (1) to act in accordance with Regulations of the Board and policies and
procedures established by the Membership Committee and (2) to develop and
process information in behalf of the Board, the Membership Committee, the
Business Conduct Committee and all other Committees and Departments of the
Association. The services of such Department shall not, however, be used in
connection with the investigation of market positions nor shall it demand
information from which knowledge of market

                                      107


                                Ch1 Departments
                                ---------------

positions could be obtained. The Department shall function under the supervision
of a Vice President who shall be a full time employee of the Association. No
employee of such Department shall have an interest in the business of any member
or member firm. 1787 (08/01/94)

170.04  Department of Member Services - Any irregularities that may be found by
the Department incidental to its routine analysis of financial statements shall
be immediately reported to the Financial Compliance Committee. Except as
otherwise provided, all financial information obtained by the Department shall
be considered confidential and shall be disclosed only to the appropriate
committee or department requesting the information or to an Officer of the
Association. 1788 (08/01/94)

170.05  Department of Member Services - The Board, Committees and Departments of
the Association shall make the fullest possible use of the services provided by
the Department of Member Services consistent with their respective
responsibilities and special needs, and in cooperation with such Department
shall work out and establish policies and procedures governing the use of such
services. 1789 (08/01/94)

170.07  Market Report Department - The records and reports of the Market Report
Department shall be considered and treated as portions of the official records
of the Association and may not be given out or disseminated except pursuant to
the conditions and restrictions prescribed by these Regulations.

The Exchange shall have charge of all matters relating to collection,
dissemination, and use of quotations in connection with commodities or
securities. It shall have the power to approve or disapprove any application for
quotation service to a non-member or to telephonic or telegraphic wire or
wireless connection between the office of a member or a member's firm and the
office of any corporation, firm, or individual not a member of the Association
transacting a banking or brokerage business and it shall have power at any time
to disapprove the furnishing of any such quotation service or any such wire or
wireless connection and to require the discontinuance thereof. It may inquire
into wire or wireless connections of every kind whatsoever between the office of
a member and any member or non-member, and may require the discontinuance of any
such connection. 1030 (08/01/94)

                                      108


Ch1 General

180.00  Emergencies

(a)  The Board, upon the affirmative vote of two-thirds of the members voting at
     a meeting where a quorum is deemed present and at least one-third of the
     full Board is physically present, may adopt an emergency Regulation or
     Resolution which shall supersede and supplant all contrary or inconsistent
     Rules, Regulations, Resolutions or Rulings. Notice of the adoption of an
     emergency Regulation or Resolution shall be posted promptly on the floor of
     the Exchange.

(b)  An emergency Regulation or Resolution shall expire upon the happening of
     any of the following events:

     (i)  the Board shall have voted to rescind the emergency Regulation or
          Resolution in the same manner as for its adoption;

     (ii) the Commodity Futures Trading Commission shall have failed to
          authorize the extension of the emergency Regulation or Resolution
          within thirty (30) days after its adoption for a period not to exceed
          sixty (60) additional days; or

    (iii) the Board or the Members of the Association shall have failed to adopt
          the emergency Regulation or Resolution in accordance with Rules 107.00
          or 132.00 during the time period when the emergency is in effect.

(c)  All Exchange contracts shall be subject to the exercise of these emergency
     powers by the Board as well as the exercise by the Clearing House of the
     powers reserved to it by its charter, bylaws and resolutions.

(d)  The Term "emergency" shall include all emergency circumstances now or
     hereafter referenced in the Commodity Exchange Act and the regulations of
     the Commodity Futures Trading Commission thereunder, and all other
     circumstances in which an emergency can lawfully be declared by the Board.

(e)  Except as otherwise stated in an emergency Regulation or Resolution adopted
     hereunder, the powers exercised by the Board under this Rule shall be in
     addition to and not in derogation of the authority granted by the Rules and
     Regulations to a committee or officer of the Association to take action as
     specified therein. (08/01/94)

180.01  Physical Emergencies - In the event the physical functions of the
Association are, or are threatened to be, severely and adversely affected by a
physical emergency such as but not limited to fire or other casualty, bomb
threats, substantial inclement weather, power failures, communications or
automated system breakdowns, or transportation breakdowns, either the Chairman,
the President, or in their absence a member of the Executive Committee or
another officer of the Exchange, is authorized to take such action as he shall
deem necessary or appropriate to deal with such emergency including but not
limited to suspending trading, provided that no trading suspension shall
continue for more than five days without the approval of the Board under Rule
180.00; restoring trading; temporarily extending, limiting or changing the hours
of trading; and extending the last day of trading and the delivery dates for
expiring contracts. In addition, an officer of the Exchange, or his designee,
may take such action as he shall deem necessary or appropriate to deal with a
physical emergency, even if the Chairman and the President are not absent, if
such authority has been delegated by the Chairman and the President. (06/01/00)

180.02  Emergency Actions Under Rule 180.00 - Pursuant and subject to the
provisions of Rule 180.00, the Board may take or direct such actions as it deems
necessary or appropriate to meet an emergency, including but not limited to such
actions as:

(a)  limited trading to liquidation only, in whole or in part;

(b)  limited trading to liquidation only, except new sales for delivery;

(c)  extending or shortening the time for the expiration of trading;

(d)  extending the time for delivery;

                                      109


(e)  ordering liquidation of contracts;

(f)  ordering the fixing of settlement prices;

(g)  ordering the reduction of positions;

(h)  ordering the transfer of positions, and the money, securities and property
     securing such positions, held on behalf of customers by a member, to
     another member or members willing to assume such positions;

(i)  extending, limiting or changing the hours of trading;

(j)  suspending trading;

(k)  changing or removing daily price fluctuation limits;

(l)  modifying or suspending any of the Rules and Regulations. (08/01/94)

181.00  Retirement - The Board is authorized to adopt, maintain, amend, and
terminate, from time to time, a plan or plans for the retirement of employees of
the Association and its wholly owned subsidiary corporations and for the payment
of pensions to such retired employees; provided, however that no such plan or
plans shall be applicable to employees who are covered by a collective
bargaining agreement pension plan; and provided, further, that no retired
employee now receiving retirement compensation shall have his combined
Government assistance and retirement compensation which was in effect prior to
September 1, 1950, reduced as a result of any such plan or plans. 76 (08/01/94)

184.00  Appropriations - There shall be no appropriation of money or property of
the Association except for the purpose of its legitimate business or to promote
the purposes of its organization. 601 (08/01/94)

185.00  Repealing Clause - These Rules shall be effective upon such days as may
be proclaimed by the Board. Upon the taking effect of these Rules, all former
Rules and Regulations shall be repealed, except as herein provided, and except
that prior transactions shall be governed by the Rules previously in effect. 606
(08/01/94)

186.00  Liability Under Previous Rules and Regulations - The provisions of the
Rules and Regulations in force immediately prior to the adoption of these Rules
and Regulations shall be superseded hereby, except that such adoption shall not
affect the liability of any member of the Association for any offense
theretofore committed, or any rights or liabilities theretofore acquired or
incurred. 607 (08/01/94)

188.01  Governing Members Possessing Material, Non-Public Information - - No
member of the Association who is a member of the Board of Directors or a
Committee of the Association knowingly shall use or disclose, for any purpose
other than the performance of such member's official duties as a member of the
Board of Directors or any such Committee, material, non-public information
obtained as a result of such member's participation on the Board of Directors or
any such committee. (08/01/94)

188.02  Service on Board of Directors, Disciplinary Committees, Oversight
Committees and Arbitration Panels - No person shall serve on any disciplinary
committee (i.e., Appellate Committee, Business Conduct Committee, Financial
Compliance Committee, Floor Governors Committee, Floor Conduct Committee or
Hearing Committee), oversight committee (i.e. Regulatory Compliance Committee),
arbitration panel or the Board of Directors of the Association:

1)   who is found by a final decision or settlement agreement (or absent a
     finding in the settlement agreement if any acts charged included a
     disciplinary offense) to have committed a disciplinary offense, as defined
     in Commodity Futures Trading Commission ("Commission") Regulation 1.63 (a)
     (6); or

2)   whose Commission registration in any capacity has been revoked or
     suspended; or

3)   who is subject to an agreement with the Commission or any self-regulatory
     organization not to apply for registration; or

4)   who is subject to a denial, suspension or disqualification from serving on
     a disciplinary committee,

                                      110



     oversight committee, arbitration panel or governing board of any self-
     regulatory organization as that term is defined in Section 3(a)(26) of the
     Securities Exchange Act of 1934; or

5)   who has been convicted of any felony listed in Section 8a(2) (D) (ii)
     through (iv) of the Commodity Exchange Act;

for a period of three years from the date of such final decision or for such
time as the person remains subject to any suspension, expulsion or has failed to
pay any portion of a fine imposed for committing a disciplinary offense,
whichever is longer.

All terms used herein shall be defined consistent with Commission Regulation
1.63(a). (11/01/94)

188.03  Exchange Liability -

A.   Except as provided in the Commodity Exchange Act and/or the regulations of
     the Commodity Futures Trading Commission, and except in instances where
     there has been a finding of willful or wanton misconduct, gross negligence,
     bad faith or fraudulent or criminal acts, in which case the party found to
     have engaged in such misconduct cannot invoke the protection of this
     provision, neither the Exchange nor any of its directors, officers,
     employees, agents or consultants shall have or incur any liability
     whatsoever to its members, any persons associated therewith, their
     customers or any third parties related thereto or their successors,
     assigns, or representatives, for any loss, damage, cost, claims or expense
     (including but not limited to indirect, incidental or consequential
     damages) that arise out of the use or enjoyment of the facilities or
     services afforded by the Exchange, any interruption in or failure or
     unavailability of any a such facilities or services, any action taken or
     omitted to be taken with respect to the business of the Exchange or any
     information or data provided or withheld by the Exchange. Such limitation
     of liability shall apply to all claims, whether in contract, tort,
     negligence, strict liability or otherwise.

     The Exchange makes no warranty, express or implied, as to the results to be
     obtained by any person or entity from the use of any data or information
     transmitted or disseminated by or on behalf of the Exchange. The Exchange
     makes no express or implied warranties of merchantability or fitness for a
     particular purpose or use with respect to any data or information
     transmitted or disseminated by or on behalf of the Exchange.

B.   Subject to the limitations set forth above, neither the Exchange nor any of
     its directors, officers, employees, agents or consultants shall have or
     incur any liability whatsoever to its members, their customers or any third
     parties associated therewith, or their successors, assigns, or
     representatives, for any loss, damage, cost or expense (including but not
     limited to indirect, incidental or consequential damages) incurred by
     members or customers as a result of any failure, malfunction, fault, delay,
     omission, inaccuracy, interruption or termination of service in connection
     with the furnishing, performance, operation, maintenance or use of or
     inability to use all or any part of any Exchange systems. Such limitation
     of liability shall apply regardless of the cause of such systems failure
     even if due to Exchange error, omission or negligence. Further, such
     limitation of liability shall apply to all claims, whether in contract,
     tort, negligence, strict liability or otherwise.

     Additionally, the Exchange, its directors, officers, employees, agents or
     consultants shall have or incur absolutely no liability whatsoever for any
     errors or inaccuracies in information provided by any Exchange systems or
     for any losses resulting from unauthorized access or any other misuse of
     any Exchange systems by any person.

C.   As used in this regulation, the term "systems" includes, but is not limited
     to, electronic order entry/delivery, trading through any electronic means,
     electronic communication of market data or information, workstations used
     by members and authorized employees of members, price reporting systems and
     any and all terminals, communications networks, central computers,
     software, hardware, firmware and printers relating thereto.

D.   As used in this regulation, the term "Exchange" shall mean the Board of
     Trade of the City of Chicago, as well as any entity in which the Board of
     Trade is now or will become a general partner, a member, or a shareholder,
     including but not limited to Ceres Trading Limited Partnership, C.B.T.
     Corporation, and Chicago Board Brokerage, Inc. (08/01/97)

188.04  Voting by Interested Members -

                                      111


(a)  Definitions. For purposes of this section:

     (1)  "Disciplinary Committee" means any person or committee of persons, or
          any subcommittee thereof, that is authorized by the Association to
          issue disciplinary charges, to conduct disciplinary proceedings, to
          settle disciplinary charges, to impose disciplinary sanctions, or to
          hear appeals thereof in cases involving any violation of the rules of
          the Association except those cases where the person or committee is
          authorized summarily to impose minor penalties for violating rules
          regarding decorum, attire, the timely submission of accurate records
          for clearing or verifying each day's transactions or other similar
          activities.

     (2)  A person's "family relationship" means the person's spouse, former
          spouse, parent, stepparent, child, stepchild, sibling, stepbrother,
          stepsister, grandparent, grandchild, uncle, aunt, nephew, niece or in-
          law.

     (3)  "Governing board" means the Board of Directors, or any subcommittee
          thereof, duly authorized pursuant to the rules and regulations of the
          Association that have been approved by the CFTC or have become
          effective pursuant to Section 5a(a)(12)(A) of the Act to take action
          or to recommend the taking of action on behalf of the Association.

     (4)  "Oversight panel" means any panel, or any subcommittee thereof,
          authorized by the Association to recommend or establish policies or
          procedures with respect to the Association's surveillance, compliance,
          rule enforcement, or disciplinary responsibilities.

     (5)  "Member's affiliated firm" is a firm in which the member is a
          "principal", as defined in CFTC Regulation 3.1(a), or an employee.

     (6)  "Named party in interest" means a person or entity that is identified
          by name as a subject of any matter being considered by a governing
          board, disciplinary committee or oversight panel.

     (7)  "Significant action" includes any of the following types of self-
          regulatory organization actions on rule changes than can be
          implemented without the CFTC's prior approval:

               (i)  any actions or rule changes which address an "emergency" as
                    defined in CFTC Regulation 1.41(a)(4)(i) through (iv) and
                    (vi) through (viii); and

               (ii) any changes in margin levels that are designed to respond to
                    extraordinary market conditions such as an actual or
                    attempted corner, squeeze, congestion or undue concentration
                    of positions, or that otherwise are likely to have a
                    substantial effect on prices in any contract traded on the
                    Exchange; but does not include any rule not submitted for
                    prior CFTC approval because such rule is unrelated to the
                    terms and conditions of any contract traded on the Exchange.

(b)  Relationship with Named Party in Interest

     (1)   Nature of Relationship. A member of the Board of Directors, a
           disciplinary committee or an oversight panel must abstain from such
           body's deliberations and voting on any matter involving a named party
           in interest where such member:

           (i)   is a named part in interest;

           (ii)  is an employer, employee, or fellow employee of a named party
                 in interest;

           (iii) is associated with a named party in interest through a "broker
                 association" as defined in CFTC Regulation 156.1;

           (iv)  has any other significant, ongoing business relationship with a
                 named party in interest, not including relationships limited to
                 executing futures or option transactions opposite each other or
                 to clearing futures or option transactions through the same
                 clearing member; or

           (v)   has a family relationship with a named party in interest.

                                      112


     (2)  Disclosure of Relationship. Prior to the consideration of any matter
          involving a named party in interest, each member of the Board of
          Directors, a disciplinary committee or an oversight panel must
          disclose to the designated staff liaison whether he or she has one of
          the relationships listed in section (b)(1) hereof with a named party
          in interest.

     (3)  Procedure for Determination. When it becomes necessary to determine
          whether any member of the Board of Directors, a disciplinary committee
          or an oversight panel is subject to a conflicts restriction under
          section (b)(1) hereof, such Board of Directors, disciplinary committee
          or oversight panel shall determine by majority vote whether a
          particular member is required to abstain. Taking into consideration
          the exigency of the committee action, such determination should be
          based upon:

          (i)  information provided by the member pursuant to section (b)(2)
               hereof; and

          (ii) any other source of information that is held by and reasonably
               available to the Exchange.

(c)  Financial Interest in a Significant Action.

     (1)  Nature of Interest. A member of the Board of Directors, a disciplinary
          committee or an oversight panel must abstain from such body's
          deliberations and voting on any significant action if the member
          knowingly has a direct and substantial financial interest in the
          result of the vote based upon either exchange or non-exchange
          positions that could reasonably be expected to be affected by the
          action.

     (2)  Disclosure of Interest. Prior to the consideration of any significant
          action, each member of the Board of Directors, a disciplinary
          committee or an oversight panel must disclose to designated staff
          liaison the position information referred to in section (c)(3) hereof
          that is known to him or her. This requirement does not apply to a
          member who chooses to abstain from deliberations and voting on the
          subject significant action.

     (3)  Procedure for Determination. When it becomes necessary to determine
          whether any member of the Board of Directors, a disciplinary committee
          or an oversight panel is subject to a conflicts restriction under
          section (c)(1) hereof, such Board of Directors, disciplinary committee
          or oversight panel shall determine by majority vote whether a
          particular member is required to abstain. Such determination must
          include a review of:

          (i)   gross positions in contracts traded at the Exchange in the
                member's personal accounts or "controlled accounts", as defined
                in CFTC Regulation 1.3(j);

          (ii)  gross positions in contracts traded at the Exchange in
                proprietary accounts, as defined in CFTC Regulation 1.17(b)(3),
                at the member's affiliated firm;

          (iii) gross positions in contracts traded at the Exchange in accounts
                in which the member is a principal, as defined in CFTC
                Regulation 3.1(a);

          (iv)  net positions in contracts traded at the Exchange in "customer"
                accounts, as defined in CFTC Regulation 1.17(b)(2), at the
                member's affiliated firm; and

          (v)   any other types of positions, whether in contracts traded at the
                Exchange or elsewhere, held in the member's personal accounts or
                the proprietary accounts of the member's affiliated firm that
                the Exchange reasonably expects could be affected by the
                significant action.

     (4)  Bases for Determination. Taking into account the exigency of the
          significant action, the determination described in section (c)(3)
          should be based upon;

          (i)   the most recent large trader reports and clearing records
                available to the Exchange;

          (ii)  information provided by the member with respect to positions
                pursuant to section (c)(2) hereof; and

          (iii) any other source of information that is held by and reasonably
                available to the Exchange.

                                      113


(d)  Participation in Deliberations.

     (1)  The Board of Directors, a disciplinary committee or an oversight panel
          may permit a member thereof to participate in deliberations prior to a
          vote on a significant action for which he or she otherwise would be
          required by section (c)(1) to abstain, if such participation would be
          consistent with the public interest and the member recuses himself or
          herself from voting on such action.

     (2)  In making a determination as to whether to permit a member to
          participate in deliberations on a significant action for which he or
          she otherwise would be required to abstain, the Board of Directors,
          disciplinary committee or oversight panel shall consider the following
          factors:

          (i)  whether the member's participation in deliberations is necessary
               for the deliberating body to achieve a quorum in the matter; and

          (ii) whether the member has unique or special expertise, knowledge or
               experience in the matter under consideration.

     (3)  Prior determination to any pursuant to section (d)(1) hereof, the
          Board of Directors, disciplinary committee or oversight panel must
          fully consider the position information which is the basis for the
          member's direct and substantial financial interest in the result of a
          vote on a significant action pursuant to section (c) hereof.

(e)  Documentation of Determination. The Board of Directors, a disciplinary
     committee and an oversight panel must reflect in their minutes or otherwise
     document that the conflicts determination procedures required by this
     regulation have been followed. Such records also must include:

     (1)  the names of all members who attended the meeting in person or who
          otherwise were present by electronic means;

     (2)  the name of any members who voluntarily recused himself or herself or
          was required to abstain from deliberations and/or voting on a matter
          and the reason for the recusal or abstention, if stated; and

     (3)  information on the position information that was reviewed for each
          member.

Interpretation of Regulation 188.04

Questions have arisen about the meaning of certain provisions of CBOT Regulation
188.04, the new conflict of interest standard required by CFTC Regulation 1.69.
This interpretation will enable Regulation 188.04 to be applied in a uniform
manner.

1.  Regulation 188.04(a)(1), (3) and (4): Not Applicable to Arbitration or
Membership Committees. Neither the Arbitration Committee nor any panel thereof
is a governing board, a disciplinary committee or an oversight panel. When the
Membership Committee reviews membership applications, it is not a governing
board, a disciplinary committee or an oversight panel. However, the Membership
or the Regulatory Compliance Committee is a disciplinary committee when it
conducts proceedings to decide whether to deny a membership application

2.  Regulation 188.04(a)(2): Definition of In-Law. An in-law is (1) a mother,
father, sister or brother of a member's current spouse or (2) the current spouse
of (a) a member's brother or sister or (b) a brother or sister of a member's
current spouse.

3.  Regulation 188.04(a)(7)(i): Significant Action By the Business Conduct
Committee. As part of its surveillance of expiring contracts, the Business
Conduct Committee (BCC) may decide to review or request information, relay
concern, or remind market participants of their obligations under Exchange
rules. These matters are not "significant actions."

Matters considered by the BCC during its expiration surveillance do not
constitute "significant action" until the Committee begins to consider whether
to recommend that the Board of Directors take emergency action under Rule
180.00.

                                      114


4.  Regulation 188.04(b): Business Conduct Committee Surveillance of Expiring
Contracts. In the Business Conduct Committee's review of expiring contracts, a
market participant would be considered a "named party in interest" if (a) that
market participant were identified to the Committee and (b) the Committee
communicated with or considered whether to communicate with that identified
participant

5.  Regulation 188.04(b): CTR Violations by Member Firms. CTR violations by
member firms are not treated as summary offenses. A joint subcommittee (the "CTR
Subcommittee") of the Business Conduct and Floor Governors Committees reviews
reports of violations of rules relating to the submission of CTR data by member
firms. The CTR Subcommittee decides whether to recommend that the Business
Conduct Committee institute disciplinary proceedings (and also makes
recommendations about preliminary penalties) against such firms. The Business
Conduct Committee then reviews these recommendations and decides whether to
authorize the commencement of disciplinary proceedings. The respondent can
submit a settlement offer to or request a hearing before the Business Conduct
Committee.

When a CTR violation is not treated as a summary offense, and the preliminary
penalty is not more than $5,000, a member of the CTR Subcommittee and the
Business Conduct Committee will abstain from deliberations and voting on the
recommendation, issuance or settlement of charges against a member firm if the
committee member is a principal or employee of that member firm. Committee
members are not required to disclose any other relationship under Regulation
188.04(b)(2), and no inquiry need be made under Regulation 188.04(b)(3) into any
other relationship.

6.  Regulation 188.04(b)(1): Quotation Changes, Insertions, Deletions. In
considering requests for price changes, insertions, or deletions, Pit Committees
and the Project A Trade Resolution Committee are deemed to be "oversight
panels," but such actions are not "significant actions." Accordingly, these
committees are subject to restrictions relating to named parties in interest
under Regulation 188.04(b)(1), but are not subject to the "significant action"
standards and procedures under Regulation 188.04(c). Under Regulation 188.04(b),
the party requesting the change and the members who executed the trade in
question are the named parties in interest.

7.  Regulation 188.04(b)(1)(iv): When Is An Ongoing Business Relationship
"Significant?"

Floor Brokerage.  A floor broker has a significant relationship with his/her
customer and the principals of that customer if more than 10% of the contracts
executed by that broker in the preceding three months were executed for orders
placed with the broker by that customer.

A floor broker who executes orders placed with him by Firm A which are then
given up to Firm B does not have a significant relationship with Firm B.

Give-Up Agreements.   Clearing Member A and its principals and employees and
executing Member B and its principals and employees do not have a significant
relationship by virtue of a give-up agreement between A and B, unless more than
25% of the volume of contracts executed by Member B are given up to Member A, or
unless 25% of the volume of contracts cleared by Member A are executed by
Member B

Membership Leases.  The owner of a membership or membership interest and a
person to whom he or she has delegated any of the privileges of that membership
under Rule 221.00 have a significant ongoing business relationship.

Loans.  A member who owes to a party or is owed by a party more than $5,000 has
a significant ongoing business relationship with that party and its principals
and employees.

Guarantees.  A member who guarantees a financial obligation to or has a
financial obligation guaranteed by a party has a significant ongoing business
relationship with that party and its principals and employees, unless the
outstanding indebtedness subject to the guarantee is $25,000 or less.

                                      115


Indemnification Agreements.  A member who indemnifies or is indemnified by a
party has a significant ongoing business relationship with that party and its
principals and employees, unless the indemnity agreement limits the liability of
the indemnifying party to $25,000 or less. (08/01/99)

188.05  Board's Interpretive Authority - The Board of Directors, pursuant to
authority granted to it by Article I, Section 2 of the Amended and Restated
Bylaws of the CBOT (the "Bylaws"), may from time to time adopt Interpretations
of the Amended and Restated Certificate of Incorporation of the CBOT (the
"Charter"), the Bylaws, which include the Rules of the CBOT, and Regulations of
the CBOT in a manner that replicates, to the largest extent permissible under
the Delaware General Corporation Law, the comparable provisions of the Special
Charter, Rules and Regulations of the Board of Trade of the City of Chicago,
except as otherwise set forth in the Chapter, Bylaws and Regulations. (10/01/00)

189.01  Limitation of Liability of Index Licensors or Administrators -

A.   No Index Licensor or Administrator shall have any liability for any loss,
     damages, claim or expense arising from or occasioned by any inaccuracy,
     error or delay in, or omission of or from, (i) any index or index
     information or (ii) the collection, calculation, compilation, maintenance,
     reporting or dissemination of any index or index information, resulting
     either from any negligent act or omission by the Exchange, any Related
     Entity or any Index Licensor or Administrator or from any act, condition or
     cause beyond the reasonable control of the Exchange, any Related Entity or
     any Index Licensor or Administrator, including, but not limited to, flood,
     extraordinary weather conditions, earthquake or other act of God, fire,
     war, insurrection, riot, labor dispute, accident, action of government,
     communications or power failure, or equipment of software malfunction.

B.   No Index Licensor or Administrator makes any express or implied warranty as
     to results that any person or party may obtain from using any index or
     index information, for trading or any other purpose. Each Index Licensor
     and Administrator makes no express or implied warranties, and disclaims all
     warranties of merchantability or fitness for a particular purpose or use,
     with respect to any such index or index information.

C.   For purposes of this regulation, "Related Entity" includes, but is not
     limited to, any subsidiary, affiliate or related partnership or entity of
     the Chicago Board of Trade, including without limitation, Ceres Trading
     Limited Partnership, MidAmerica Commodity Exchange, Board of Trade Clearing
     Corporation, the Clearing Corporation for Options and Securities, Chicago
     Board Brokerage, L.L.C., The CBBB Partnership (including its individual
     partners) and C-B-T Corporation.

D.   For the purpose of this regulation, "Index Licensor or (and) Administrator"
     includes, but is not limited to, any person who:

     1.   licenses to the Exchange the right to use (i) an index that is the
          basis for a futures or futures option contract made available for
          trading on or through the facilities of the Exchange or a Related
          Entity or (ii) any trademark or service mark associated with such an
          index;

     2.   collects, calculates, compiles, reports and/or maintains such an index
          or index information relating to such an index;

     3.   provides price data or evaluations used in the calculation of such an
          index including, but not limited to, the entities identified in
          Appendix 19 of these Rules and Regulations

     4.   provides facilities for the dissemination of an index or index
          information; and/or

     5.   is responsible for or participates in any of the activities described
          above. (04/01/98)

189.02  Limitation of Liability -

A.   Neither the Exchange nor any Related Entity shall have any liability for
     any loss, damages, claim or expense arising from or occasioned by any
     inaccuracy, error or delay in, or omission of or from, (i) any index or
     index information or (ii) the collection, calculation, compilation,
     maintenance, reporting or dissemination of any index or index information,
     resulting either from any negligent act or omission by the Exchange, any
     Related Entity or any Index Licensor or Administrator or from any act,
     condition or cause beyond the reasonable control of the Exchange, any
     Related Entity or any

                                      116


     Index Licensor or Administrator, including, but not limited to, flood,
     extraordinary weather conditions, earthquake or other act of God, fire,
     war, insurrection, riot, labor dispute, accident, action of government,
     communications or power failure, or equipment or software malfunction.

B.   Neither the Exchange nor any Related Entity makes any express or implied
     warranty as to results that any person or party may obtain from using any
     index or index information for trading or any other purpose. The Exchange
     and its Related Entities make no express or implied warranties, and
     disclaim all warranties of merchantability or fitness for a particular
     purpose or use, with respect to any such index or index information.

C.   Nothing in this regulation shall limit the applicability of the Commodity
     Exchange Act or the regulations of the Commodity Futures Trading
     Commission.

D.   For purposes of this regulation, "Related Entity" includes, but is not
     limited to, any subsidiary, affiliate or related partnership or entity of
     the Chicago Board of Trade, including without limitation, Ceres Trading
     Limited Partnership, MidAmerica Commodity Exchange, Board of Trade Clearing
     Corporation, the Clearing Corporation for Options and Securities, Chicago
     Board Brokerage, L.L.C., The CBBB Partnership (including its individual
     partners) and C-B-T Corporation.

E.   For the purpose of this regulation, "Index Licensor or (and) Administrator"
     includes any person who:

     1.   licenses to the Exchange the right to use (i) an index that is the
          basis for a futures or futures option contract made available for
          trading on or through the facilities of the Exchange or a Related
          Entity or (ii) any trademark or service mark associated with such an
          index;

     2.   collects, calculates, compiles, reports and/or maintains such an index
          or index information relating to such an index;

     3.   provides price data or evaluations used in the calculation of such an
          index including, but not limited to, the entities identified in
          Appendix 19 of these Rules and Regulations;

     4.   provides facilities for the dissemination of an index or index
          information; and/or

     5.   is responsible for or participates in any of the activities described
          above. (04/01/98)

190.00  Compensation Information - Information enumerating all compensation and
gifts (over a value of $1,000) from the Exchange of any kind and nature,
including, but not limited to, salaries, deferred payments, bonuses, retirement
benefits, trusts, and potential severance payments to the President, Executive
Vice-Presidents, members of the Board of Directors, or to any organizations,
corporations, partnerships, or associations with which the above individuals are
associated either as shareholders, partners, or by other means will be made
available on a quarterly basis at the Secretary's office to any interested Full
or Associate Member requesting this information. (01/01/00)

FORMAL INTERPRETATION OF CBOT RULE 190.00-COMPENSATION INFORMATION (Adopted by
     Board of Directors February 15, 2000)

     Pursuant to Rule 190.00, the following information will be made available
     on a quarterly basis by the Secretary's Office to any Full or Associate
     member requesting this information:

     Compensation
     ------------

     Information enumerating all direct compensation and gifts (over a value of
     $1,000) from the Exchange of any kind and nature since the beginning of the
     CBOT's last fiscal year, including but not limited to, salaries, deferred
     payments, bonuses, retirement benefits, trusts and potential severance
     payments to the President, Executive Vice-Presidents, and members of the
     Board of Directors.

     Transactions
     ------------

     Information about any transaction or series of similar transactions to
     which the Exchange or any of its subsidiaries was or is a party, and in
     which the President, any Executive Vice-President, any member of the Board
     of Directors, or any immediate family member of such persons, had or has a
     material interest. An interest shall not be deemed "material" within the
     meaning of this rule:

                                      117


     (a)  Where the interest arises only (i) from such person's position as a
          director of another corporation or organization which is a party to
          the transaction; or (ii) from the direct or indirect ownership by such
          person of less than a ten percent (10%) equity interest in another
          person (other than a partnership) which is a party to the transaction;
          or (iii) from both such position and ownership.

     (b)  Where the interest arises only from such person's position as a
          limited partner in a partnership in which the person and all other
          persons specified in the above paragraph have an interest of less than
          ten percent (10%); or

     (c)  Where the interest arises solely from the holding of an equity
          interest (including a limited partnership interest, but excluding a
          general partnership interest) or a creditor interest in another person
          that is a party to the transaction with the Exchange or any of its
          subsidiaries, and the transaction in question represents five percent
          (5%) or less of the other entity's consolidated gross revenues for its
          last full fiscal year. (04/01/00)

   Resolution - The following Resolution was adopted by the Board of Directors
                on June 24,1987:

WHEREAS, the Board of Trade of the City of Chicago ("Board of Trade") has
consistently followed a policy of trading options contracts on all liquid
futures contracts to the maximum extent permitted by federal law and regulation;
and

WHEREAS, it is the unanimous consensus of this Board of Directors that options
on futures contracts have proven to be a successful product of great benefit to
both the membership and public market participants; and

WHEREAS, the Board of Directors this day approved and recommended for membership
approval an agreement to establish a joint venture with the Chicago Board
Options Exchange which includes commitments regarding future trading on options
on futures contracts;

THEREFORE, BE IT HEREBY RESOLVED: That it is the unanimous consensus of this
Board of Directors and the recommendation of this Board to future Boards of
Directors that the policy of establishing options on liquid futures contracts to
the maximum extent permissible by law be continued when in the best interest of
the membership and the public.

Interpretation - The Board of Directors adopted the following on April 17, 1990
as a formal rule interpretation which confirms established Exchange practice:

     "For purposes of all petition provisions in Rules 102.00 `Nominations for
     Elective Office' and 107.00 `Amendment of Rules', the signature of an
     Associate Member shall count for 1/6th of the signature of a Full Member."
     (08/01/94)

                                      118




==========================================================================================
Chapter 2
Membership
==========================================================================================
                                                                                 
     Ch2 Applicants..................................................................  204
          200.00    Applicants for Membership........................................  204
          201.00    Application for Membership.......................................  204
          201.00A   Examination Requirement..........................................  204
          201.01    Responsibilities of Applicant for Membership and His Sponsors....  204
          201.01A   Sponsoring Applicants for Membership.............................  204
          201.02    Maintenance of Membership Qualifications.........................  205
          202.00    Approval for Membership..........................................  206
          202.01    Delegation of Authority to Approve Change in Status Request......  206
          202.01A   Procedures of Authority to Approve...............................  207
          202.02    Procedures for Hearings on Preliminary Denials by the Membership
                    Committee........................................................  207
          202.03    Membership Committee's Preliminary Decisions.....................  208
          203.01    Procuring a Membership or Membership Interest....................  208
          204.00    Membership Obtained by Fraud.....................................  209
          205.00    Agreement to Observe Rules and Regulations.......................  209
          205.01    Acquisition of Class A Units of Ceres Trading Limited
                    Partnership......................................................  209
          206.02    Gratuities.......................................................  209
          207.00    Office Address...................................................  209
          207.01    Primary Clearing Member..........................................  209
          208.00    Conducting Business Under a Firm Name............................  210
          208.01    Conducting Business Under a Firm Name............................  210
          209.00    Indemnification of Association...................................  210
          209.01    Floor Trading Permits............................................  210
          209.02    MidAmerica Floor Access Members' Trading Privileges..............  210
          209.03    Product Sponsor Programs.........................................  210
          209.04    MidAmerica Members' and Permit Holders' Trading Privileges.......  210
          210.00    Full Member CBOE "Exercise" Privilege............................  210
          211.00    Associate Memberships............................................  211
          212.00    Reciprocal Trading Privileges with LIFFE.........................  211
          213.00    Assessments and Fees.............................................  212
          214.00    Obligations and Duties...........................................  212
          215.00    Associate Members Committee......................................  212
          217.00    Applicants.......................................................  212
          219.00    Communications From Floor........................................  212
          220.00    Violations.......................................................  212
          221.00    Delegation.......................................................  212
          221.01    Delegation by Deceased Member's Estate...........................  214
          221.02    Floor Access of Delegating Members and Delegates.................  214
          221.03    Minimum Delegation Term..........................................  214
          221.05    Delegates' Clearing Members......................................  214
          221.07    Voting Rights....................................................  214
          221.08    Requirements for Delegates of Membership Interests...............  214
          221.09    Delegation of Firm-Owned Memberships and Membership Interests....  215
          221.10    Indemnification of Delegators....................................  215
          221.11    Delegation by Trust..............................................  215
          222.00    Multiple Memberships.............................................  215
          224.00    Trades of Non-Clearing Permit Holders............................  215
          225.00    General Enabling Rule for Market Maker Programs..................

     Ch2 Registration................................................................  216
          230.00    Registration.....................................................  216
          230.01    Eligible Business Organizations..................................  216
          230.02    Registration of Membership for Eligible Business Organizations...  216



                                      201



                                                                                 
          230.03    Designated Persons...............................................  218
          230.04    Cooperative Association of Producers.............................  218
          230.05    Registration for Trading on the Floor in Cash Grain..............  219
          230.06    Eligible Business Organization Status Upon Death or Withdrawal
                    of Registered Member.............................................  219
          230.07    Primary Clearing Member Permission for Member Registration.......  219
          230.08    Doing Business in Firm (or Trade) Name...........................  219
          230.09    Formation of Partnerships or Limited Liability Companies.........  219
          230.10    Suspended or Insolvent Members...................................  219
          230.11    Discipline of Partners or Members of Limited Liability Companies.  220
          230.12    Dissolution of Partnership or Limited Liability Company..........  220
          230.13    Relations Controlling Policy.....................................  220
          230.14    Delegation of Approval Authority.................................  220
          230.15    Financial Requirements...........................................  220
          230.16    Designated Liaison...............................................  220
          230.17    Changes in Organization..........................................  220
          231.00    Ownership and Registration of Associate Memberships..............  221

     Ch2 Assessments and Fees........................................................  222
          240.00    Assessments......................................................  222
          241.00    Members in Military Service......................................  222
          241.01    Dues of Members in Military Service..............................  222
          242.00    Neglect to Pay Assessment........................................  222
          243.00    Transfer Fees....................................................  222
          243.01    Sale and Transfer of Membership Privileges.......................  222

     Ch2 Purchase and Sale or Transfer of Membership or Membership Interest..........  223
          249.01    Purchase and Sale or Transfer of Membership or
                    Membership Interest..............................................  223
          250.01    Sale and Transfer of Membership Privileges.......................  231
          250.02    Memberships Held Under Regulation 249.01(b)......................  233
          250.03    Power-of-Attorney................................................  233
          251.00    Membership Transfer..............................................  233
          251.01    Member Under Investigation.......................................  233
          252.00    Proceeds of Membership - ........................................  233
          252.00A   Claims Filed by Corporations.....................................  235
          252.00B   Interpretation of Rule 252(e)....................................  235
          253.00    Filing Claims....................................................  235
          253.01    Pending Arbitration..............................................  235
          255.00    Deceased or Incompetent Member...................................  235
          256.00    Expelled Member..................................................  235

     Ch2 Insolvency..................................................................  236
          270.00    Insolvency.......................................................  236
          270.01    Restrictions on Operations.......................................  236
          270.02    Procedures for Member Responsibility Actions.....................  236
          270.03    Finality of Disciplinary Decisions and Member
                    Responsibility Actions...........................................  236
          271.00    Announcement of Suspension.......................................  236
          272.00    Insolvent Member.................................................  236
          272.01    Bankruptcy of a Member or Non-Member.............................  237
          272.02    Deliveries in Bankruptcy Situation...............................  237
          273.00    Investigation....................................................  238
          273.01    Insolvency.......................................................  238
          274.00    Reinstatement....................................................  238
          275.00    Suspended or Expelled Member Deprived of Privileges..............  238
          276.00    Suspended Member-Time for Settlement.............................  238
          277.00    Discipline During Suspension.....................................  238
          278.00    Suspension for Default...........................................  238
          278.01    Arbitration of Default...........................................  239
          285.01    Financial Questionnaire..........................................  239
          285.02    Audits...........................................................  239



                                      202



                                                                                 
          285.03    Notification of Capital Reductions...............................  239
          285.04    Restrictions on Operations.......................................  240
          285.05    Financial Requirements...........................................  240
          285.07    Member Joint Accounts............................................  241
          285.08    Financial Arrangements...........................................  241
          285.09    Trading Associations.............................................  241
          286.00    Trades of Non-Clearing Members...................................  241
          287.00    Advertising......................................................  242

     Ch2 Membership Interests........................................................  243
          290.00    Market Categories................................................  243
          290.01    Agricultural and Associated Market (AAM).........................  243
          290.02    Government Instruments Market (GIM)..............................  243
          290.03    Index, Debt and Energy Market (IDEM).............................  243
          290.04    Commodity Options Market (COM)...................................  243
          291.00    GIM Membership Interest..........................................  243
          292.00    IDEM Membership Interest.........................................  244
          293.00    COM Membership Interests.........................................  245
          293.01    COM Membership Rights............................................  246
          293.02    AM and COM Membership Rights.....................................  246
          293.03    AM and COM Membership Rights.....................................  246
          293.04    AM and COM Membership Rights.....................................  246
          293.05    COM Membership Rights............................................  246
          293.06    COM Membership Rights............................................  246
          293.07    AM and COM Membership Rights.....................................  246
          293.08    AM and COM Membership Rights.....................................  246
          293.09    AM and COM Membership Rights.....................................  246
          293.10    COM Membership Rights............................................  247
          293.12    IDEM Membership Rights...........................................  247
          293.14    AM and COM Membership Rights.....................................  247
          293.15    COM Membership Rights............................................  247
          293.16    IDEM Membership Rights...........................................  247
          293.17    COM Membership Rights............................................  247
          294.00    Membership Interest Participations...............................  247
          294.01    Transfer of Membership Interest Participations...................  247
          294.02    Registration of Membership Interests.............................  247
          294.03    Dues and Assessments on Membership Interest Participations.......  248
          294.04    Accumulation of Membership and Membership Interest Participations
                    by the Board.....................................................  248
          294.05    Time Limit for Accumulating AM Participations....................  248
          294.06    Claims Procedures Regarding Membership Interest Fractional
                    Participations...................................................  248
          296.00    Elimination of GIM Membership Interests..........................  248
          296.01    Transfer of Associate Membership Participations..................  249
          296.02    Registration of New Associate Memberships........................  249
          296.03    Additional Associate Membership Participations or GIM Membership
                    Interests........................................................  249
          296.04    Waiver of Transfer and Registration Fees.........................  250
          296.05    Dues and Assessments.............................................  250
          296.06    Claims Procedures Regarding Associate Membership Participations..  250



                                      203


===============================================================================
Chapter 2
Membership
===============================================================================

Ch2 Applicants

200.00    Applicants for Membership - Any individual, other than an employee of
the Association, at least twenty-one years of age, of good character,
reputation, financial responsibility and credit who satisfies the Membership
Committee that such individual is suitable to assume the responsibility and
privileges of membership shall be eligible. 100 (08/01/94)

201.00    Application for Membership - Each application for membership shall be
in writing and filed with the Exchange together with the names of two member
sponsors. All applicants for membership shall be investigated as to the
representations contained in the application. Upon receipt of the application
for membership, the Secretary shall, within fifteen days thereafter, make
available to members of the Association the names of the applicant and of the
sponsors, and shall post the same information on the bulletin board for a period
of at least ten days after such notification to the Membership.

The foregoing provisions do not apply to those applicants seeking to become Full
Members or Full Member Delegates of the Exchange solely for the purpose of
becoming regular members of the Chicago Board Options Exchange ("CBOE") pursuant
to Rule 210.00 and Article FIFTH(b) of the CBOE's Certificate of Incorporation.
Such applicants need only submit an application in writing in the form and
manner prescribed by the Exchange. 101 (05/01/01)

201.00A   Examination Requirement - Individuals applying for membership, who
have not evidenced a broad experience in the commodity industry, will be
required to pass a general futures examination covering the basics of the
commodity industry before their membership application can be approved by the
Membership Committee. The foregoing provision does not apply to those applicants
seeking to become Full Members or Full Member Delegates of the Exchange solely
for the purpose of becoming regular members of the Chicago Board Options
Exchange ("CBOE") pursuant to Rule 210.00 and Article FIFTH(b) of the CBOE's
Certificate of the Incorporation. 47R (11/01/99)

201.01    Responsibilities of Applicant for Membership and His Sponsors - Any
undue delay by an applicant or his sponsors in the submission of documents
required for processing of the membership application or any undue delay by the
applicant or his sponsors in appearing may be deemed as a withdrawal of the
membership application. 1807A (08/01/94)

201.01A   Sponsoring Applicants for Membership - When the Exchange considers the
qualifications of an applicant for membership in the Chicago Board of Trade, it
relies to a large extent upon the statements of members who are sponsoring the
applicant.

Sponsorship, therefore, entails considerable responsibility; and the Exchange
feels that such responsibility is not met when a member recommends for
membership an individual whom the member sponsor does not know to be fully
qualified. Such sponsorship is of no assistance whatever to the Exchange and
only results in the rejection of the sponsorship-often to the embarrassment of
both the applicant and the sponsor.

The Exchange requires that an applicant have two sponsors.

-    For applicants who will not have a primary clearing member ("PCM") firm,
     each of their two member sponsors must be either: (1) a registered member,
     partner or officer of a CBOT(R) member firm; or (2) a member who has been
     acquainted with the applicant for a period of at least ninety days.

-    For applicants who will have a PCM, at least one member sponsor must be a
     registered member, partner or officer of the applicant's PCM. The other
     member sponsor may be a registered member, partner or officer of the
     applicant's PCM firm or a member who has been acquainted with the applicant
     for a period of at least ninety days.

                                      204


                                Ch2 Applicants
                                --------------

In every case it is imperative that a sponsor make a thorough investigation of
the applicant and be fully informed regarding the applicant's character,
integrity, financial standing and business history.

The foregoing provisions do not apply to those applicants seeking to become Full
Members or Full Member Delegates of the Exchange solely for the purpose of
becoming regular members of the Chicago Board Options Exchange ("CBOE") pursuant
to Rule 210.00 and Article FIFTH(b) of the CBOE's Certificate of Incorporation.
21R (11/01/99)

201.02    Maintenance of Membership Qualifications

1.   Each applicant for membership, in accordance with the provisions of
     Regulation 203.01, member and member firm immediately shall notify the
     Association, in writing, upon the occurrence of any of the following
     events:

     -    Such member's suspension or expulsion from any other contract market
          or self-regulatory organization;

     -    Such member's plea of guilty to or conviction of any felony.

     Failure to so notify the Association within ten days shall be an act
     detrimental to the Association. For the purpose of this regulation,
     "felony" shall mean any criminal sanction that is punishable by
     imprisonment of more than a year or a fine in excess of $10,000.

     Upon the Association's receipt of notification, by whatever means, of the
     occurrence of any of the above-referenced events, the matter shall be
     referred to the Membership Committee, which immediately shall review the
     matter to determine if there is sufficient basis to recommend that
     membership status be reconsidered. The Membership Committee shall advise
     the Chairman of the Association of its determinations in this regard.

2.   The Chairman of the Association, upon the advice of the Membership
     Committee, is authorized to take summary action pursuant to this
     regulation, when immediate action is necessary to protect the best
     interests of the marketplace, without affording prior opportunity for
     hearing. The following procedures shall apply to such actions:

     (a)  The respondent shall, whenever practicable, be served with a notice
          before the action is taken. If prior notice is not practicable, the
          respondent shall be served with a notice at the earliest possible
          opportunity. The notice shall:

          (1)  State the action,

          (2)  Briefly state the reasons for the action, and

          (3)  State the effective time and date and the duration of the action;

     (b)  The respondent shall have the right to be represented by legal counsel
          or any other representative of his choosing in all proceedings
          subsequent to any summary action taken;

     (c)  The respondent shall be given an opportunity for a subsequent hearing,
          within five business days, before the Membership Committee. The
          hearing shall be conducted in accordance with the following
          requirements:

          (1)  The hearing shall be promptly held before disinterested members
               of the hearing body after reasonable notice to the respondent. No
               member of the hearing body may serve on that body in a particular
               matter if he or any person or firm with which he is affiliated
               has a financial, personal or other direct interest in the matter
               under consideration.

          (2)  Formal rules of evidence need not apply, but the hearing shall
               not be so informal as to be unfair;

          (3)  The respondent shall have the right to invoke Rule 548.00, if
               applicable;

          (4)  The Member Services Department shall be a party to the hearing
               and shall present its case on those matters which are the subject
               of the hearing;

          (5)  The respondent shall be entitled to appear personally at the
               hearing and to be represented by counsel;

                                      205


                                Ch2 Applicants
                                --------------

          (6)  The respondent shall be entitled to cross-examine any person(s)
               appearing as witness(es);

     (d)  Within five business days following the conclusion of the hearing, the
          Membership Committee shall render a written decision based upon the
          weight of the evidence contained in the record of the proceeding and
          shall provide a copy to the respondent. The decision shall include:

          (1)  A description of the summary action taken;

          (2)  The reasons for the summary action;

          (3)  A brief summary of the evidence produced at the hearing;

          (4)  Findings and conclusions;

          (5)  A determination that the summary action should be affirmed,
               modified, or reversed; and

          (6)  A declaration of any action to be taken pursuant to the
               determination specified in (5) above and the effective date and
               duration of such action.

3.   After the hearing conducted pursuant to Section 2(c) above is held before
     the Membership Committee, the following additional provisions shall apply.

     The Regulatory Compliance Committee, pursuant to the provisions of Rule
     540.00 and Regulation 540.05, shall consider the Membership Committee's
     findings and recommendations, as well as the record developed before the
     Membership Committee, at the next regularly scheduled meeting of the
     Regulatory Compliance Committee or at a meeting specially called by the
     Chairman as the Chairman may direct. The member under review shall have the
     opportunity to appear before and address the Reguatory Compliance Committee
     solely with regard to the record made before the Membership Committee; the
     Regulatory Compliance Committee shall not be required to entertain any new
     evidence absent a showing that such evidence could not reasonably have been
     presented previously to the Membership Committee. Upon full consideration
     of all the evidence before it, the Regulatory Compliance Committee may
     confirm the member's good standing status, restrict the member's membership
     status, deny the member's floor access, issue fines, or recommend to the
     Board of Directors that the member should be expelled or prohibited from
     association with any member or member firm.

4.   The Regulatory Compliance Committee shall vote by secret ballot to take any
     action pursuant to this regulation. If two-thirds of the members present
     and voting cast votes in favor of such action, the action shall be adopted.
     (03/01/01)

202.00    Approval for Membership - If two-thirds of the Membership Committee
present and voting cast affirmative votes, the applicant shall be approved. The
power to deny such applications is expressly reserved to the Regulatory
Compliance Committee. 103 (08/01/94)

202.01    Delegation of Authority to Approve Change in Status Request - The
          Chairman of the Membership Committee or a member of the Membership
          Committee who has been designated by the Membership Committee
          Chairman, or upon delegation by the Chairman, the Member Services and
          Member Firm Staff Service Department, will have the power to approve
          the request of a Full or Associate Member, a Membership Interest
          Holder or a Full Member of the MidAmerica Commodity Exchange to obtain
          additional Full or Associate Memberships, Membership Interests, or to
          change his or her delegate status. The power to deny such a request is
          expressly reserved to the Regulatory Compliance Committee.

For the purpose of this regulation, the Chairman may not delegate approval
authority to the Member Services and Member Firm Staff Services Department when
the following factors are present:

     1.   The applicant has answered affirmatively to any question in the
          "Disciplinary Action" section of the application;

     2.   The applicant has indicated on the application that he or she is
          indebted to any member or

                                      206


                                Ch2 Applicants
                                --------------

          member firm;

     3.   The applicant has indicated that he or she has a negative net worth;
          or

     4.   The applicant has trading privileges on the MidAmerica Commodity
           Exchange only.

The foregoing provisions shall not apply to a Full Member or Full Member
Delegate of the Exchange who was initially approved for membership pursuant to
Regulation 202.01A, unless such applicant intends to become a Full Member or
Full Delegate solely for the purpose of becoming a regular member of the Chicago
Board Options Exchange ("CBOE") pursuant to Rule 210.00 and Article FIFTH(b) of
the CBOE's Certificate of Incorporation. (11/01/99)

202.01A   Delegation of Authority to Approve "CBOE Exerciser Only" Applicants -
The Chairman or a Vice Chairman of the Membership Committee, or another member
of the Committee if designated by the Chairman, will have the power to approve
the application of an individual seeking to become a Full Member or Full Member
Delegate of the Exchange solely for the purpose of becoming a regular member of
the Chicago Board Options Exchange ("CBOE") pursuant to Rule 210.00 and Article
FIFTH(b) of the CBOE's Certificate of Incorporation. (11/01/99)

202.02    Procedures for Hearings on Preliminary Denials by the Membership
Committee - In connection with all hearings conducted with respect to
preliminary denials of applications for membership or any other denial by the
Membership Committee, the following procedures shall be followed:

(a)  The respondent shall be entitled in advance of the hearing to examine all
     books, documents, or other tangible evidence in the possession or under the
     control of the Association upon which the Member Services and Member Firm
     Staff Services Department will rely in presenting the issue(s) contained in
     the Preliminary Denial Letter or which are relevant to that (those)
     issue(s). Respondent shall make its request to examine any materials by
     submitting it in writing to the Member Services and Member Firm Staff
     Services Department as soon as practicable. At least ten (10) business days
     in advance of the hearing, the respondent shall submit to the hearing
     officer, with a copy to the Member Services and Member Firm Staff Services
     Department, copies of all documents which the respondent intends to rely
     upon in presenting his or her case, as well as the names of any witnesses
     the respondent intends to call.

(b)  The Member Services and Member Firm Staff Services Department shall be
     entitled in advance of the hearing to examine all books, documents, or
     other tangible evidence in the possession or under the control of the
     respondent which will be relied upon by the respondent in presenting the
     issue(s) contained in the Preliminary Denial Letter or which are relevant
     to those issues. The Member Services and Member Firm Staff Services
     Department shall make its request to examine any materials by submitting it
     in writing to the respondent as soon as practicable. At least ten (10)
     business days in advance of the hearing, the Member Services and Member
     Firm Staff Services Department shall submit to the hearing officer, with a
     copy to respondent, copies of all documents which the Member Services and
     Member Firm Staff Services Department intends to rely upon in presenting
     its case, as well as the names of any witnesses the Department intends to
     call;

(c)  Any dispute over a request to examine any book, document. or other tangible
     evidence in the possession or under the control of either party shall be
     submitted to the Chairman of the Committee for resolution only after the
     parties have made all reasonable attempts to resolve the dispute among
     themselves;

(d)  If objected to or upon its own motion, the hearing panel may refuse to
     consider any book, record, document or other tangible evidence which was
     not made available to the opponent of the evidence or was not disclosed in
     accordance with this paragraph. The panel may also exclude the testimony of
     any witness whose name was not submitted to the opponent of the witness as
     provided above. The hearing panel may consider such evidence or testimony
     upon a clear showing that such evidence was not ascertainable by due
     diligence at least ten (10) business days in advance of the hearing and
     that there was insufficient time prior to the hearing to bring such
     evidence to the attention of the opposing party;

                                      207


                                Ch2 Applicants
                                --------------

(e)  The hearing shall be promptly held before disinterested member of the
     Membership Committee or any duly appointed Subcommittee thereof after
     reasonable notice to the parties. No member of the Membership Committee may
     serve on a hearing panel in a particular matter if he or she or any person
     or firm with which he or she is affiliated has financial, personal or other
     direct interest in the matter under consideration. After service of the
     preliminary denial letter, both parties to the hearing are prohibited from
     making any ex parte contacts with any member of the Membership Committee.
     For the purpose of this paragraph, an "ex parte contact" shall mean any
     communication, either written or oral, which relates directly or indirectly
     to the issue to be heard and which is made to a member of the Membership
     Committee who will be a member of the panel which shall decide the issue.

(f)  Formal rules of evidence need not apply, but the hearing shall not be so
     informal as to be unfair;

(g)  The respondent shall have the right to invoke Rule 548.00, if applicable;

(h)  The Member Services and Member Firm Staff Services Department shall be a
     party to the hearing and shall present its case on those issues which are
     the subject of the hearing;

(i)  The respondent shall be entitled to appear personally at the hearing and to
     be represented by counsel;

(j)  The parties shall be entitled to cross-examine any person(s) appearing as
     witness(es);

(k)  The parties shall be entitled to call witnesses and to present such
     evidence as may be relevant to he issue(s) presented;

(l)  Pursuant to Rule 545.00, all persons within the jurisdiction of the
     Association who are called as witnesses shall be obliged to appear at the
     hearing and/or to produce evidence;

(m)  Substantially verbatim record of the hearing, capable of being accurately
     transcribed, shall be made and shall become part of the record of the
     proceeding.  (07/01/97)

202.03    Membership Committee's Preliminary Decisions - All preliminary
decisions rendered by the Membership Committee shall be in writing and be based
upon the weight of the evidence contained in the record of the proceeding. A
copy of the decision shall be provided to the respondent and shall include:

(a)  The issue(s) presented to the Committee;

(b)  The response submitted by the applicant or member, if any, or a summary of
     the answer;

(c)  A brief summary of the evidence produced at the hearing;

(d)  A statement of findings and conclusions with respect to the issue(s)
     presented;

(e)  A declaration containing the Committee's preliminary decision;

(f)  All such decisions shall be rendered within thirty business days after the
     conclusion of the hearing, unless, by virtue of the complexity of the issue
     or other special circumstances, additional time is required;

(g)  The Committee shall give respondent reasonable notice of the date on which
     its recommendation, based on its preliminary decision, will be forwarded to
     the Regulatory Compliance Committee for its consideration. (07/01/97)

203.01    Procuring a Membership or Membership Interest - An individual who
wishes to procure a membership privilege may do so either prior or subsequent to
being approved for a particular membership status. A person who has acquired a
membership privilege prior to being approved for a particular membership status
as provided in Regulation 249.01 shall become a member or membership interest
holder following such approval upon signing the appropriate register of the
Association. A person approved for a particular membership status prior to
acquiring a membership or membership interest shall become a member or
membership interest holder if within six (6) months after he/she has been
notified of such approval, or within such extension of said period as may be
granted by the Exchange, he/she shall procure a membership or membership
interest and sign the appropriate register of the Association; otherwise his/her
approval for a particular membership status

                                      208


                                Ch2 Applicants
                                --------------

shall be deemed vacated. (03/01/01)

204.00    Membership Obtained by Fraud - A membership obtained by fraudulent
representations or concealment shall be disposed of by the Board. 106 (08/01/94)

205.00    Agreement to Observe Rules and Regulations - Applicants for membership
shall be required to sign a written agreement to observe and be bound by the
Charter, Rules, and Regulations of the Association, and all amendments
subsequently made thereto. 107 (08/01/94)

205.01    Acquisition of Class A Units of Ceres Trading Limited Partnership -
Any person or entity who acquires ownership of a membership or a membership
interest after July 17, 1992 shall, simultaneously with the acquisition of
ownership of such membership or membership interest, purchase a Class A unit of
limited partnership interest of Ceres Trading Limited Partnership, a Delaware
limited partnership, of the appropriate sub-class (as set forth in Section 3.8
of the Agreement of Limited Partnership governing Ceres Trading Limited
Partnership) from the person or entity from which he, she or it is acquiring
ownership of the membership or membership interest (the "Transferor"), or if
such Transferor does not own a unit of limited partnership interest of Ceres
Trading Limited Partnership, from the General Partner of Ceres Trading Limited
Partnership. The proceeds payable to a Transferor who does not own a unit of
limited partnership interest of Ceres Trading Limited Partnership shall be equal
to (a) the aggregate proceeds paid by the Purchaser for the membership or
membership interest plus a unit of limited partnership interest reduced by (b)
the amount paid to the General Partner for such unit of limited partnership
interest under Section 10.3(b) of the Agreement of Limited Partnership. The
acquisition of ownership of a membership or membership interest shall constitute
a request of the acquirer that the books and records of Ceres Trading Limited
Partnership reflect the acquirer's admission as a substituted limited partner
thereof, and shall constitute the acquirer's agreement to be bound by the
Agreement of Limited Partnership. (08/01/94)

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

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

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

No member, member firm or employee thereof, shall give or offer to give
gratuities to any other member, member firm or employee thereof in an amount
exceeding that which may be considered reasonable and proper under normal
business practices as determined by the Business Conduct Committee. The giving
or offering to give gratuities to a member, member firm or employee thereof is
not to become a vehicle to obtain Exchange related business in a non-competitive
fashion. Failure to comply with this Regulation may be deemed an act detrimental
to the interest or welfare of the Association. (08/01/94)

207.00    Office Address - Every member shall register with the Secretary an
address and subsequent changes thereof where notices may be served. 128
(08/01/94)

207.01    Primary Clearing Member - Every member shall register the name and
clearing house number of his or her Primary and Secondary Clearing Member with
the Member Services and Member Firm Staff Services Department. If applicable,
the registration shall include the name and clearing house number of any
division of the clearing member firm. In addition, every member shall notify the

                                      209


                                Ch2 Applicants
                                --------------

Member Services and Member Firm Staff Services Department of any changes in his
or her Primary and/or Secondary Clearing Member, including the name and clearing
house number of the division thereof if applicable. (07/01/97)

208.00    Conducting Business Under a Firm Name - An individual may conduct his
business under a firm name provided it is clearly stated on all letterheads,
statements, and other business forms that the individual is the sole owner of
the firm. 132 (08/01/94)

208.01    Conducting Business Under a Firm Name - An individual conducting
business under a firm name as a sole proprietor pursuant to Rule 208.00 shall
submit a statement to the Department of Member Services of this Association
giving the name, address, and nature of the business conducted. The member shall
report immediately any change in the required information. 1803 (08/01/94)

209.00   Indemnification of Association - In any legal proceeding brought
against the Association and alleging its failure to prevent, detect or require
certain conduct of a member or registered eligible business organization, which
conduct or inaction is alleged to be in violation of any law or of the Rules and
Regulations of the Association, such member or registered eligible business
organization shall indemnify and hold the Association harmless for the full
amount of any expense (including attorney's fees), judgment or settlement paid
by it in respect to such proceeding. 134 (04/01/98)

209.01    Floor Trading Permits - The Board of Directors may at any time in its
discretion establish a limited number of floor trading permits as needed to
promote orderly and liquid markets in new and existing contracts. Such permits
shall convey to qualified individuals a temporary right to trade as principal
and/or broker for others in designated contracts on the floor of the Exchange.
Such permits shall not be convertible into memberships or membership interests
or carry any other rights or incidents not expressly specified in creating such
permits. (08/01/94)

209.02    MidAmerica Floor Access Members' Trading Privileges - Floor Access
Members of the MidAmerica Commodity Exchange shall be eligible to trade as
principal and as broker for others in Institutional Index futures contracts on
the Exchange Floor. Such persons may communicate from the Exchange Floor with
non-member customers in the same manner as members may do so, but only with
respect to Institutional Index futures contracts.

In the exercise of these privileges, such persons shall be subject to the
jurisdiction of the Association and to all duties and obligations imposed upon
members, registered firms or other approved persons under the Rules and
Regulations; provided, however, that the Board may exempt such persons from any
such duty or obligation which, in its sole judgement, is incompatible or in
conflict with, or is unrelated to, the activities performed by them. (08/01/94)

209.03    Product Sponsor Programs - The Board of Directors may at any time in
its discretion establish product sponsor programs as needed to promote orderly
and liquid markets in new contracts. A product sponsor program shall convey to
qualified members and member firms such inducements as the Board may grant in
return for a product sponsor's participation in a particular contract market. A
product sponsor program shall not create any interests or carry any other rights
or incidents thereto which are not expressly specified in creating the program.
(08/01/94)

209.04    MidAmerica Members' and Permit Holders' Trading Privileges - Floor
Access Members and Rough Rice Permit holders of the MidAmerica Commodity
Exchange shall be eligible to trade as principal and as broker for others in
Rough Rice futures and futures options contracts on the Exchange Floor. Such
persons may communicate from the Exchange Floor with non-member customers in the
same manner as members may do so, but only with respect to Rough Rice contracts.

In the exercise of these privileges, such persons shall be subject to the
jurisdiction of the Association and to all duties and obligations imposed upon
members, registered firms or other approved persons under the Rules and
Regulations; provided, however, that the Association may exempt such persons
from any such duty or obligation which, in its sole judgement, is incompatible
or in conflict with, or is unrelated to, the activities performed by them.
(11/01/94)

210.00    Full Member CBOE "Exercise" Privilege - In accordance with the
Agreement entered into on September 1, 1992 (the "Agreement") between the
Exchange and the Chicago Board Options Exchange ("CBOE"), Eligible CBOT Full
Members who maintain all appurtenant trading rights and

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                                Ch2 Applicants
                                --------------

privileges of a full membership, including any new trading rights or privileges
granted, assigned or issued to a CBOT full membership to the extent such right
or privilege is deemed under the provisions of such Agreement to be appurtenant
to a CBOT Full Membership, are eligible to become regular members of the CBOE
pursuant to Article Fifth(b) of CBOE's Certificate of Incorporation. A CBOT Full
Member may delegate all of his trading rights and privileges of full membership
to an individual who will then be eligible to become a regular CBOE member
pursuant to Article Fifth(b) of CBOE's Certificate of Incorporation; provided,
however, if a CBOT Full Member delegates some, but not all, of the appurtenant
trading rights and privileges of full membership, then neither the member nor
the delegate will be eligible to be a CBOE regular member pursuant to Article
Fifth(b). No person who is not either an Eligible CBOT Full Member or an
Eligible CBOT Full Member Delegate (See Rule 221.00(g)(ii)) shall knowingly
apply to become, or knowingly remain, a regular member of CBOE pursuant to
Article Fifth(b) of CBOE's Certificate of Incorporation.

For purposes of the Agreement entered into on September 1, 1992 between the
Exchange and the CBOE, an Eligible CBOT Full Member means an individual who at
the time is the holder of one of the One Thousand Four Hundred Two (1,402) CBOT
full memberships ("CBOT Full Memberships") existing on the date of the Agreement
and who is in possession of all trading rights and privileges appurtenant to
such CBOT Full Membership. In the event a CBOT Full Membership is registered for
a partnership, corporation or other entity, only the individual who is the
holder of such CBOT Full Membership and who is in possession of all trading
rights and privileges appurtenant to such CBOT Full Membership shall be deemed
to be an "Eligible CBOT Full Member." "Trading rights and privileges appurtenant
to such CBOT Full Membership" means (1) the rights and privileges of a CBOT Full
Membership which entitle a holder or delegate to trade as principal and broker
for others in all contracts traded on the CBOT, whether by open outcry, by
electronic means, or otherwise during any segment of a trading day when trading
is authorized; and (2) every trading right or privilege granted, assigned or
issued by CBOT after the effective date of this Agreement to holders of CBOT
Full Membership, as a class, but excluding any right or privilege which is the
subject of an option granted, assigned or issued by CBOT to a CBOT Full Member
and which is not exercised by such CBOT Full Member. (08/01/94)

211.00    Associate Memberships - A personal privilege designated as an
Associate Membership is hereby created to promote orderly and liquid markets and
to provide for the future growth of the Association through increased liquidity
and participation in the trading on the Floor of the Exchange. Associate Members
shall be allowed to trade, as hereinafter provided, all existing and prospective
future contracts and options contracts which shall be listed from time to time
in the Government Instruments Market; Index, Debt and Energy Market; and
Commodity Options Market categories pursuant to Rule 290.00. An Associate Member
shall have the right, subject to the Rules and Regulations of the Association,
to trade as principal and as broker for others and to solicit orders from others
on the Floor of the Exchange, in all eligible contracts and options as
designated above. Associate Memberships shall not carry with them the attributes
of full memberships of the Association under the Fifth Article of the
Certificate of Incorporation of the Chicago Board Options Exchange. In the event
of liquidation of the Association, the Associate Member's share of the proceeds
from dissolution shall be 1/6th of a full member's share. (08/01/94)

212.00    Reciprocal Trading Privileges with LIFFE -

(a)  (1) Subject to the provisions of the Link Agreement with LIFFE and the
LIFFE rules, one who owns or is registered for an undelegated Full or Associate
Membership and is authorized by the Association for these purposes may (A) enter
the trading floor of the LIFFE market, (B) trade contracts in the terms of
Designated CBOT Contracts on the trading floor of the LIFFE market and (C)
communicate from the trading floor of the LIFFE market to persons not on that
floor, with respect to Designated CBOT Contracts.

     (2) A member who trades contracts in the terms of Designated CBOT Contracts
on the trading floor of the LIFFE market shall be eligible for member
transaction fees assessed by the Exchange on positions transferred to the
Clearing House.

     (3) During any period when the rights granted by this Rule are being
exercised at LIFFE, the membership may not be used by anyone to trade on the
floor of the Exchange.

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                                Ch2 Applicants
                                --------------

(b)  (1) Subject to the provisions of the Link Agreement with LIFFE and the
     rules and regulations of the Association, a member of LIFFE or a trader
     registered with a member of LIFFE (but not a leaseholder) who is authorized
     by LIFFE for these purposes, may (A) enter the floor of the Exchange, (B)
     trade contracts in the terms of Designated LIFFE Contracts on the floor of
     the Exchange and (C) communicate from the Floor of the Exchange with
     persons not on the Floor of the Exchange, with respect to Designated LIFFE
     Contracts.

     (2) The primary clearing member of such a person, referred to in (b)(1)
above, shall guarantee his obligations under Rules 252.00 and 253.00.

     (3) Upon revocation of such a person's primary clearing authorization, the
Secretary shall give written notice thereof to all members and delegates.
Thereafter, all members and delegates who may have claims against him may file
claims in the same manner as provided in Rules 252.00 and 253.00 of the
Association. The primary clearing member shall be responsible for the payment of
those claims allowed by the Board and not satisfied promptly by such a person
whose primary clearing authorization has been revoked. (06/01/97)

213.00    Assessments and Fees - Associate Members shall be responsible for all
operating assessments and exchange service fees as if a full member of the
Association. 863 (08/01/94)

214.00    Obligations and Duties - Associate Members shall be subject to all
Rules and Regulations of the Association including all specific duties and
obligations imposed on them by the Rules and Regulations, as well as those
duties and obligations imposed upon members, registered firms or other approved
persons under the Rules and Regulations; provided, however, the Board may exempt
Associate Members from any such duty or obligation which is incompatible with or
in conflict with or unrelated to, the activities performed by them. 864
(08/01/94)

215.00    Associate Members Committee - There will be an elected Committee of
Associate Members whose purpose will be to represent the rights and privileges
of the Associate Membership and to promote those rights and privileges to the
mutual benefit of the general membership.

The Committee shall consist of fifteen (15) Associate Members elected on the
Annual Election date by the Associate Membership. At the first election
following the adoption of this Rule, eight members will be elected for a two-
year term and seven members will be elected for a one-year term. Thereafter,
seven members will begin a new two-year term each even-numbered year and eight
members will begin a new two-year term each odd-numbered year. The Committee
will select its Chairman and Vice Chairman. The Chairman of this Committee will
be the liaison to the Chairman of the Board of Directors. 865 (08/01/94)

217.00    Applicants - Applicants for Associate Memberships shall be approved in
the same manner and under the same conditions and procedures as are applicants
for full membership. 867 (08/01/94)

219.00    Communications From Floor - Associate Members may communicate from the
Floor of the Exchange during business hours with non-member customers in the
same manner as members, but only with respect to eligible futures contracts or
options as defined in Rule 211.00. 869 (08/01/94)

220.00    Violations - In addition to being bound to comply with the Rules and
Regulations of the Association to which all members are bound, unless exempted
by the Board under Rule 214.00, it shall be an offense against the Association
for an Associate Member to:

(1)  Execute a trade in any futures contracts or options that are not eligible
     as defined in Rule 211.00;

(2)  Place an order on the Floor of the Exchange for the execution of any
     futures contracts or options that are not eligible as defined in Rule
     211.00; or

(3)  Engage in words or deeds which represent, or are reasonably calculated to
     represent, that he is a holder of a full membership. 870 (08/01/94)

221.00    Delegation - An individual member may delegate the rights and
privileges of Full and/or Associate Memberships to an individual (a "delegate")
upon the following terms and conditions:

(a)  The delegate shall first be approved by the Exchange under the standards of
     Rule 200.00 and shall sign a written agreement to observe and be bound by
     the Charter, Rules, and Regulations of the

                                      212


                                Ch2 Applicants
                                --------------

     Association, and all amendments subsequently made thereto: Provided,
     however, an approved delegate having no outstanding disciplinary penalties
     and no restrictions pursuant to Rule 511.00 or 512.00 shall remain approved
     to enter a new delegation agreement within six (6) months following the
     termination of the previous delegation agreement. The Exchange may, in its
     discretion, grant extensions of this six (6) month approval period.

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

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

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

(c)  (1) The member shall remain liable (for an amount up to, but not in excess
     of, the value of the seat the member has leased) for the debts, acts and
     delinquencies of the delegate arising from the delegate's exercise of
     rights and privileges of membership. The membership so delegated may be
     sold to satisfy any such liability in accordance with the Rules and
     Regulations of the Association. Delegation shall not relieve the member of
     any of his obligations or liabilities which he might otherwise have by the
     virtue of being a member of the Association to other members of the
     Association;

     (2) Upon the termination or expiration of the delegation agreement, the
     Secretary shall, make notice thereof available to the membership.
     Thereafter, all members and delegates who may have claims against the
     delegate may file claims in the same manner as provided in Rule 252.00 of
     the Association. The member entering into a delegation agreement shall be
     responsible for the payment of those claims allowed by the Board and not
     satisfied promptly by the delegate, but only to the extent of the value of
     the membership so delegated;

(d)  A delegate shall not be entitled to register under Rule 230.00 for an
     eligible business organization;

(e)  The Finance Committee, in its discretion, may impose fees, charges and
     assessments upon members and delegates under this Rule; and

(f)  Upon the filing of a delegation agreement or renewal notice with the
     Exchange, notice thereof shall be posted promptly on the bulletin board,
     and shall be made available upon request to the Membership and to the
     primary clearing member for the member party to the delegation agreement.

(g)(i) In accordance with the Agreement entered into on September 1, 1992 ("the
     Agreement") between the Exchange and the Chicago Board Options Exchange
     ("CBOE"), only an individual who is an "Eligible CBOT Full Member" or an
     "Eligible CBOT Full Member Delegate", as those terms are defined in the
     Agreement, is a "member" of the Exchange within the meaning of paragraph
     (b) of Article Fifth of CBOE's Certificate of Incorporation ("Article
     Fifth(b)") and only such individuals are eligible to become and to remain
     regular members of the CBOE pursuant to Article Fifth(b).  No person who is
     not either an Eligible CBOT Full Member or an Eligible CBOT Full Member
     Delegate shall knowingly apply to become, or knowingly remain, a regular
     member of CBOE pursuant to Article Fifth(b) of CBOE's Certificate of
     Incorporation.

(g)(ii) For purposes of the "Agreement" referenced in Rule 221.00(g)(i), an
     "Eligible CBOT Full Member Delegate" means the individual to whom a CBOT
     Full Membership is delegated (leased) and who is in possession of all
     trading rights and privileges appurtenant to such CBOT Full Membership.
     "Trading rights and privileges appurtenant to such CBOT Full Membership"
     means (1) the rights and privileges of a CBOT Full Membership which entitle
     a holder or delegate to trade as principal and broker for others in all
     contracts traded on the CBOT, whether by open outcry, by electronic means,
     or otherwise, during any segment of a trading day when trading is
     authorized; and (2) every trading right or privilege granted, assigned or
     issued by CBOT after the effective date of this Agreement to holders of
     CBOT Full Memberships, as a class, but excluding any right or privilege
     which is the subject of an option granted, assigned or issued by CBOT to a
     CBOT Full Member

                                      213


                                Ch2 Applicants
                                --------------

     and which is not exercised by such CBOT Full Member.  (05/01/01)

221.01    Delegation by Deceased Member's Estate - The legal representative of
a deceased member's estate, during the pendency of probation of the deceased
member's estate, may delegate such deceased member's trading privileges in
accordance with Rule 221.00. Upon transfer of the estate assets to the deceased
member's heirs, the provisions of Regulation 249.01 shall apply. (08/01/94)

221.02    Floor Access of Delegating Members and Delegates

(a)  A full or associate member who has delegated the rights and privileges of
     his only membership, or of all his memberships, for any of the three
     trading segments, pursuant to Rule 221.00, and who does not hold a Floor
     Clerk or Broker Assistant badge, shall not have physical access to the
     Floor of the Exchange for such trading segment(s) during the effective
     period of such delegations; provided that this Regulation shall not apply
     to "Twenty-Five Year Members" as described in Regulation 301.10.

     Provided further, that members of the Board of Directors who have delegated
     the rights and privileges of their only membership, or of all of their
     memberships, may have physical access to the Floor of the Exchange to the
     same extent as do "Twenty-Five Year Members" as described in Regulation
     301.10.

(b)  A delegate who does not hold a Floor Clerk or Broker Assistant badge shall
     not have physical access to the Floor of the Exchange during the trading
     segment(s) in which he is not entitled to the rights and privileges of
     membership. (07/01/99)

221.03    Minimum Delegation Term - No delegation agreement shall have a term of
less than thirty (30) days. The foregoing limitation shall not apply to
delegation agreements for Full Member Delegates who will utilize their
memberships solely for the purpose of becoming a regular member of the Chicago
Board Options Exchange ("CBOE") pursuant to Rule 210.00 and Article FIFTH(b) of
the CBOE's Certificate of Incorporation. (11/01/99)

221.05    Delegates' Clearing Members -

(1)  Except as provided in paragraph (2) below, no delegate may receive clearing
     authorization from any Primary Clearing Member, or from any other Clearing
     Member, pursuant to Rule 333.00 without first having:

     (a)  obtained written permission from his/her member-delegator; and

     (b)  filed such written permission with the Department of Member Services.

(2)  In the event that a delegate cannot obtain written permission from his/her
     member-delegator before he or she receives clearing authorization from a
     new Primary Clearing Member, such delegate may nevertheless obtain such
     clearing authorization if the new Primary Clearing Firm executes and
     submits to the Department of Member Services a suretyship agreement inuring
     to the benefit of the member-delegator and in a form approved by the
     Exchange. However, the delegate must obtain his/her member-delegator's
     permission within 30 days of changing Primary Clearing Members. If the
     delegate does not obtain the permission within that period, he or she will
     be denied access to the floor. The delegate will not be able to regain
     access to the floor until such permission is submitted to the Department of
     Member Services. (04/01/99)

221.07    Voting Rights - On and after June 21, 1982, no full or associate
member may delegate to any other person the right to vote on any matter subject
to a ballot vote among the general membership. (08/01/94)

221.08    Requirements for Delegates of Membership Interests* - The Board, in
its discretion, may require that each person who is granted status as a delegate
of a COM, GIM or IDEM Membership Interest pursuant to a delegation agreement
entered into on or after (effective date to be determined), execute up to a
specified percentage, not to exceed 20%, or a specified number not to exceed 200
of such person's round turn principal transactions per month in one or more
contracts designated by the Board.

The Board may establish different proportions or levels applicable to each
membership interest

                                      214


                                Ch2 Applicants
                                --------------

category, and any such proportion or level shall be applied in uniform fashion
to every delegate in each respective membership interest category. Consistent
with these standards, the Board may alter such proportion or level at any time.

Failure to comply with the provisions of this regulation or the directives of
the Board adopted pursuant to this regulation may be considered an act
detrimental to the welfare of the Association. Effective June 1, 1984.
(08/01/94)

221.09    Delegation of Firm-Owned Memberships and Membership Interests - An
eligible business organization registered as a member firm under Rule 230.00 may
delegate the rights and privileges of a firm-owned membership or membership
interest to an individual ("delegate") upon the terms and conditions set forth
in Rule 221.00, but only if the membership being leased is not necessary to
satisfy the requirements for registration as a member firm or, if applicable, as
a clearing member firm. (04/01/98)

221.10    Indemnification of Delegators - To the extent consistent with the
Association's claims Rules and Regulations, the Board of Directors shall honor
and enforce valid indemnifications given by a clearing member to a member or
membership interest holder who delegates the rights and privileges of his
membership or membership interest (the "delegator") in connection with the
delegator's potential liability under Rule 221.00 (c). The indemnification shall
be in writing in such form as the Exchange may prescribe. (08/01/94)

221.11    Delegation by Trust - A trust may delegate the rights and privileges
of any membership(s) or membership interest(s) held by the trust upon the terms
and conditions set forth in Rule 221.00. (07/01/95)

222.00    Multiple Membership - A member may own more than one membership in his
name, and a member firm may own the title and value of more than one membership
pursuant to Regulation 249.01(b). 872 (08/01/94)

224.00    Trades of Non-Clearing Permit Holders - Each permit holder's Primary
Clearing Member is responsible for the payment of the permit holder's dues, fees
and assessments. (08/01/94)

225.00    General Enabling Rule for Market Maker Programs - The Chief Executive
Officer of the Exchange shall have the authority to approve the implementation
of Market Maker programs, pursuant to which Market Makers would be authorized to
maintain two-sided markets, for products in the municipal bond complex, the
equity index complex, and all products launched after December 31, 1999. To the
extent that the terms of any such Market Maker program may be in conflict with
any Rules or Regulations of the Exchange, such terms shall supersede such Rules
or Regulations. However, nothing in this Rule shall alter or waive a member's
responsibility to comply with provisions of the Commodity Exchange Act or Rules
or Regulations of the Commodity Futures Trading Commission unless exempted by
the Commission. (04/01/01)


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Ch2 Registration

230.00    Registration - An eligible business organization as determined by the
Membership and Financial Compliance Committees may be a member firm of this
Association with respect to all contracts by virtue of a Full membership held in
the name of one of its managerial employees. A managerial employee who desires
to designate an eligible business organization for the above purpose shall make
application to the Membership Committee, giving therein such information as may
be requested. If the application is granted, the membership shall be registered
for the benefit of the eligible business organization, and such eligible
business organization shall be entitled to member firm privileges with respect
to all contracts. For purposes of this Rule and the regulations hereunder, the
term "managerial employee" shall mean any senior employee of the eligible
business organization who is in a managerial position and who is in a position
to influence the firm's operations with respect to commodity futures and options
business on this Exchange. Whether or not a particular employee qualifies as
"managerial employee" shall be in the sole discretion of the Membership
Committee and shall be based on the circumstances and qualifications of the
individual applicant.

A member firm may be a member of the Clearing House and entitled to privileges
therein with respect to all contracts, pursuant to the membership registration
requirements of Rule 703.00. All such memberships shall be registered hereunder
in the manner described above, and under the criteria prescribed in Rule 703.00.
Member firms shall be subject to all requirements and prohibitions contained in
the Rules and Regulations applicable to members, and in such cases, all
registered members shall be subject to discipline and their memberships subject
to sale by the Board for the acts or delinquencies of the firm for which they
are registered. All such designations may be terminated at any time by the
Board, or by the registered member with the written approval of the Exchange.

A member who is a partner of a partnership, an officer, director or substantial
stockholder of a corporation, or a member or manager of a limited liability
company which is engaged in the securities, commodities, or grain business on a
broker or dealer basis or in the processing or storing of commodities shall
register his or her membership for the benefit of such partnership, corporation,
or limited liability company pursuant to the provisions of this Rule, unless
another membership is already registered for such partnership corporation, or
limited liability company; or unless such partnership, corporation, or limited
liability company has filed with the Exchange a duly authorized undertaking that
it will, when required by the Exchange, submit its books and papers or any
portion thereof to the Exchange and furnish any information to or cause any of
its officer, directors, partners, managers, members, and/or employees to appear
and testify before the Exchange. 226 (04/01/98)

230.01    Eligible Business Organizations - Trading Authority - Each member of
the Association whose membership privilege is registered for the use of an
eligible business organization must have the authority to enter into Exchange
and Members' contracts for or on behalf of his or her eligible business
organzation. Each registered partnership must keep on file with the Exchange a
copy of its Partnership Agreement and amendments thereto showing the authority
of its designated managerial employees to transact business on the Exchange for
or on behalf of the partnership. Each registered corporation must keep on file
with the Exchange copies of resolutions of its directors, attested to by the
secretary of the corporation, showing the authority of its designated managerial
employees to transact business on the Exchange for or on behalf of the
corporation. Each registered limited liability company must keep on file with
the Exchange copies of the Unanimous Consent of the Members showing the
authority of its designated managerial employees to transact business on the
Exchange for or on behalf of the limited liability company. 1783

Notwithstanding any other Regulation, any member or membership interest holder
who is associated as a partner, shareholder, member, officer, manager, employee,
or consultant with any entity or natural person that is or should be registered
as an Introducing Broker, a Futures Commission Merchant, or a Commodity Trading
Advisor as those terms are defined in Section 1a of the Commodity Exchange Act
and/or 17 C.F.R. 1.3 may not solicit orders of others from the Floor of the
Exchange unless the entity or natural person for which or for whom the member is
soliciting orders is also a member firm or a member of the Exchange. (04/01/98)

230.02    Registration of Membership for Eligible Business Organizations - A
member desiring to register his or her membership for an eligible business
organization under Rule 230.00 shall submit

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                               Ch2 Registration
                               ----------------

a statement giving the name of the eligible business organization and the
business in which it is engaged. If the eligible business organization is
organized as a corporation, the statement must also include the corporation's
authorized and outstanding capital stock. The statement must also show that the
member is a managerial employee of the eligible business organization and is
duly empowered by the eligible business organization to enter into contracts for
and on behalf of the eligible business organization. In addition, the statement
must designate the type(s) of business activity, as measured by the following
list, for which registration is requested:

(1)   Clear customer business.

(2)   Non-clearing firm handling customers' business.

(3)   Non-clearing firm handling customers' business on a disclosed
      (agent)/Introducing Broker basis.

(4)   Clear house trades.

(5)   Professional Trading Firms.

(6)   Member access privilege for trading advisors.

(7)   Any other form of business acceptable to the Membership Committee.

If activity levels (1) or (2) have been designated and the eligible business
organization intends to engage in the commodities or grain business on a broker
or dealer basis, including solicitation or acceptance of orders for the purchase
or sale of commodities futures contracts, the member shall submit a certified
financial report of the eligible business organization, prepared by an
independent Certified Public Accountant as of a date which is no more than 90
days prior to the date of submission. If any other activity level is designated,
the member shall submit a current balance sheet disclosing the eligible business
organization's assets and liabilities. The certified financial report or
complete balance sheet is required only when the member is registering for an
eligible business organization not currently registered with the Exchange.

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

Approval is required for a registered eligible business organization changing or
expanding its type of business to a higher level of business activity as set
forth above. An eligible business organization requesting approval to operate as
a type (1) or (2) firm which was previously registered as a type (3), (4), (5),
(6) or (7) firm must submit a certified financial statement prior to approval.
This certified financial statement must be prepared by an independent Certified
Public Accountant as of a date which is not more than 90 days prior to the date
of submission.

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

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

An eligible business organization that represents to the Membership Committee
that it will conduct business on the Exchange as a category (5) Professional
Trading Firm must employ at least one active trader who personally executes a
significant portion of his or her orders on the trading floor and/or the
e-cbot system and for the eligible business organization's
proprietary account. The failure to maintain at least one active trader on the
floor could be deemed a violation of Rule 204.00 and/or Rule 503.00 and may
result in sanctions as provided by those rules.

No member may register his or her membership for more than one eligible business
organization.

No member may register his or her membership for any eligible business
organization under the Rules

                                      217


                               Ch2 Registration
                               ----------------

of this Exchange, where such membership is or becomes delegated under the
provisions of Rule 221.00.

An eligible business organization which has been conditionally approved for
member firm status shall have six (6) months after the date that it was notified
of such approval, or within such extension of said period as may be granted by
the Exchange, to satisfy any conditions or contingencies imposed on such
approval. If the conditions or contingencies are not satisfied by the applicable
deadline, the Committee's approval of the eligible business organization for
member firms status shall be deemed void. 1060 (05/01/01)

230.03    Designated Persons -

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

     (b)  Any individual not a registered member or Designated Person or
     nonmember eligible business organization which holds more than a 25%
     financial interest in a member eligible business organization ("member") or
     who exercises actual control over the management of the member may, at the
     Association's sole discretion, be required to execute a Consent to
     Jurisdiction in such form as may be prescribed by the Association. Upon the
     member's request, the Membership and Financial Compliance Committees may
     exempt individuals and/or eligible business organizations from this
     requirement for good cause shown. (04/01/98)

230.04    Cooperative Association of Producers - A lawfully formed and conducted
cooperative association of producers having adequate financial responsibility,
engaged in any cash commodity business, conforming to the following
requirements:

     FIRST: The Cooperative Association must have not less than 75 per centum of
     the voting capital stock or membership capital, in good faith owned and
     controlled, directly or indirectly by producers of agricultural products;

     SECOND: The Cooperative Association, if organized without capital stock,
     shall not allow a member of the Cooperative Association more than one vote,
     or if organized with capital stock, the Cooperative Association shall not
     pay dividends on any class of capital stock in excess of 8 per cent per
     annum cumulative;

     THIRD: The Cooperative Association shall not, during any fiscal year, deal
     in the products of non- members of the Cooperative Association to an amount
     greater in value than such as is handled by it for members of the
     Cooperative Association;

     FOURTH: The Cooperative Association, not more frequently than semi-
     annually, may pay out of its accumulated or current earnings and savings,
     patronage dividends to members of the Cooperative Association only and upon
     the basis of business transacted with such members for the period covered
     by transactions in which such earnings and savings have accrued; and

     FIFTH: The Cooperative Association, if organized under the Cooperative Laws
     of any state, or recognized as a cooperative association of producers by
     the United States Government, or any agency thereof;

may be a member firm of the Association with respect to all contracts and may be
entitled to do business in cash grain on the Floor, by virtue of a membership
held in the name of one of its duly authorized representatives and registered
under Rule 230.00 on behalf of the cooperative association. A member who desires
to designate such a cooperative association of producers for that purpose shall
make application to the Membership Committee, giving therein such information as
may be requested

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                               Ch2 Registration
                               ----------------

(Rule 230.00). Such designation may be terminated at any time by the Board, or
by such member with the written approval of the Exchange. A cooperative
association of producers shall be subject to all requirements and prohibitions
contained in the Rules and Regulations applicable to members (except as may be
exempted by the Commodity Exchange Act and the regulations of the Commodity
Futures Trading Commission issued thereunder) and in such cases the member shall
be subject to discipline and the membership subject to sale by the Board for the
acts or delinquencies of the cooperative association. 1062 (04/01/98)

230.05    Registration for Trading on the Floor in Cash Grain - An eligible
business organization may be entitled to trade in cash grain in its own name if
one of its managerial employees, a member of the Association, has registered his
or her membership for the eligible business organization in accordance with Rule
230.00 and Regulation 230.02. 1061 (04/01/98)

230.06    Eligible Business Organization Status Upon Death or Withdrawal of
Registered Member - Upon the death or withdrawal of a member whose membership is
registered on behalf of an eligible business organization, where such death or
withdrawal would result in failure of the eligible business organization to meet
the requirements of Rule 230.00, Rule 703.00, Regulation 230.02 or Regulation
230.05, the Exchange may, upon application of the registered eligible business
organization, grant the eligible business organization an extension of
privileges under the applicable Rules and Regulations for such period and under
such conditions as the Exchange may fix. Upon the death or withdrawal of a
member whose membership is registered on behalf of an eligible business
organization, the eligible business organization shall, within five business
days of such death or withdrawal, notify the Exchange of the departure of its
registered member. Failure to comply with the provisions of this Regulation
shall be referred to the Business Conduct Committee, for possible disciplinary
action pursuant to Rule 540.00. 1063 (04/01/98)

230.07    Primary Clearing Member Permission for Member Registration - A member
may register his or her membership for an eligible business organization under
Rule 230.00, if that eligible business organization is not his or her Primary
Clearing Member, only if he or she has written permission to do so from his or
her Primary Clearing Member. Such written permission of the Primary Clearing
Member must be filed with the Member Services Department. (04/01/98)

230.08    Doing Business in Firm (or Trade) Name - No member may conduct
business with the public as a partnership under a firm name unless the
partnership has at least one general partner other than such member; provided,
however, that if by death or otherwise, the member becomes the sole general
partner of the firm, he or she may continue business in the firm name for such
period as may be allowed by the Exchange. 1070 (04/01/98)

230.09    Formation of Partnerships or Limited Liability Companies - When a
member intends to form a partnership or admit other individuals to an existing
partnership, he or she shall notify the Secretary in writing to that effect. On
receipt of such notice from a member, the Secretary shall cause the same to be
posted upon the bulletin board of the Association. A member shall promptly
notify the Secretary of the retirement of any partner from the member firm
partnership or of the dissolution of such partnership.

When a member intends to form a limited liability company or admit other
individuals to an existing limited liability company, he or she shall notify the
Secretary in writing to that effect. On receipt of such notice from a member,
the Secretary shall cause the same to be posted upon the bulletin board of the
Association. A member shall promptly notify the Secretary of the retirement of
any other member from the member firm limited liability company or of the
dissolution of such limited liability company. (04/01/98)

230.10    Suspended or Insolvent Members - A member shall not form a partnership
or limited liability company nor, unless permitted by the Regulatory Compliance
Committee, continue in a partnership or limited liability company with any of
the following:

     (a)  A member whose membership privileges have been suspended by the
          Association;

     (b)  Any person who has been expelled from the Association as permitted by
          Rule 560.00;

     (c)  An insolvent person; or

     (d)  Any previous member of the Association against whom any member holds a
          claim which

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                               Ch2 Registration
                               ----------------

          arises out of transactions made during the time of such membership and
          which have not been released or settled. (04/01/98)

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

A member of the Association who is also a member of a limited liability company
which is a member firm of the Association is liable to the same discipline and
penalties for any act or omission of said firm as for his or her own personal
act or omission, but the Regulatory Compliance Committee may, in its discretion,
by a vote of not less than two-thirds of its members present, relieve him or her
from the penalty therefor. 1076 (04/01/98)

230.12    Dissolution of Partnership or Limited Liability Company - Whenever it
shall appear to the Regulatory Compliance Committee that a member has formed a
partnership or limited liability company or has become an officer, employee, or
stockholder of a corporation or established an office or headquarters or is
individually, or through any member of his or her firm, interested in a
partnership or other business organization, or has formed any business
connection whatever whereby the interest or good repute of the Association may
suffer, the Regulatory Compliance Committee may require the dissolution of any
such partnership or limited liability company or discontinuance of such business
office, or headquarters, or business connection as the case may be. (04/01/98)

230.13    Relations Controlling Policy - Whenever it shall appear to the
Regulatory Compliance Committee that a member individually or through his or her
firm or a partner or partners therein, has such a business connection with a
corporation or other business organization that the corporation or other
business organization dominates the business of the member or firm or controls
the policy of such business, the Regulatory Compliance Committee may require the
discontinuance of such business connection. (04/01/98)

230.14    Delegation of Approval Authority - The Chairman of the Membership
Committee, or a member of the Membership Committee who has been designated by
the Membership Committee Chairman or the Member Services and Member Firm Staff
Services Department upon delegation by the Chairman, will have the authority to
approve the application of a Full or Associate Member to register his or her
membership for an eligible business organization under Rule 230.00 and the
regulations thereunder; provided that the eligible business organization is
currently registered in accordance with Rule 230.00. The power to deny such
applications is expressly reserved to the Regulatory Compliance Committee. With
respect to firm-owned Full and Associate Memberships under Regulation 249.01(b),
the Chairman of the Membership Committee or a member of the Membership Committee
who has been designated by the Membership Committee Chairman may determine that
such memberships are needed by the registered eligible business organization to
carry out its business at the Association.

For the purpose of this regulation, the Chairman may not delegate approval
authority to the Member Services and Member Firm Staff Services Department when
the applicant has answered affirmatively to any question in the "Disciplinary
Action" section of the Member Firm Registration application. (12/01/98)

230.15    Financial Requirements - (See Reg. 285.05) (04/01/97)

230.16    Designated Liaison - An eligible business organization registered as a
member firm of this Association under Rule 230.00 and Regulation 230.02 is
required to designate a specific managerial employee as liaison to the Exchange.
This designated liaison will be responsible for ensuring the firm's compliance
with and understanding of the Exchange's Rules and Regulations, and must have a
command of the English language. This designated liaison must have a membership
registered for the eligible business organization. (04/01/98)

230.17    Changes in Organization - Any change in the organizational structure
of a member firm requires the Exchange's prior approval. Organizational changes
shall include, but not be limited to: i) a corporation, limited liability
company, general partnership, limited partnership or sole proprietorship

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                               Ch2 Registration
                               ----------------

which changes to another form; or ii) replacement of any general partner or
member of any limited liability company. Any failure to comply with this
Regulation and any such change in organizational structure that does not comply
with the requirements to be a member firm shall be referred to the Business
Conduct Committee for possible disciplinary action pursuant to Rule 540.00. The
Exchange may grant the member firm a period of time in which to come into
compliance with the requirements for member firm status. The Business Conduct
Committee may also determine whether such a member firm is entitled to member
transaction fees for any time period in which the firm fails to comply with
requirements. (04/01/98)

231.00    Ownership and Registration of Associate Memberships - With the
approval of the Membership Committee ownership of title and value of an
Associate membership of an individual, approved under Rules 200.00, 201.00,
159.00, and 202.00, may be vested in an eligible business organization
registered in accordance with Rule 230.00 provided that all of the provisions of
Regulation 249.01 - Transfer of Membership - are complied with, where
applicable.

Associate memberships may be registered on behalf of an eligible business
organization pursuant to Rule 230.00. 875 (04/01/98)

                                      221



Ch2 Assessments and Fees

240.00  Assessments - The Board, prior to the Annual Meeting and quarterly
thereafter during each year, shall levy upon the membership such assessments as
it may deem necessary or advisable to meet any anticipated operating deficit of
the ensuing quarter and any actual deficit of the preceding quarter and such
assessment as the Board may deem necessary or advisable to meet any capital
expenditures of the ensuing quarter, including the retirement of mortgage
indebtedness encumbering the Board of Trade Building. It shall be the duty of
the President to prepare and submit to the Board, in advance of the meeting at
which any such assessment is levied, a detailed budget showing the deficit, if
any, for the preceding quarter and the amount of each such assessment proposed
to be levied. Each such quarterly assessment shall be billed to the members as
near the beginning of the quarter as may be practicable and shall become due and
payable within thirty days after such billing. 108 (08/01/94)

241.00  Members in Military Service - The Board shall have authority to remit
the assessments of a member during the period in which such member is in the
military service of the United States, as such service is defined in the
Soldiers' and Sailors' Civil Relief Act of 1940, as passed by Congress and as it
may be amended. 108B (08/01/94)

241.01  Dues of Members in Military Service - In accordance with the authority
granted the Board under the provisions of Rule 241.00 no assessment of a member
shall be remitted under Rule 241.00 except under the following conditions:

1.   Each petition for the benefits of Rule 241.00 will be considered on its
     merits.

2.   No petition will be considered unless accompanied with funds sufficient to
     pay all dues up to and including the full month in which the Board acts on
     the request.

3.   No petition will be approved unless the petitioner became a member of the
     Association prior to January 1, 1953.

4.   When a petition is granted the member is required to notify the Secretary
     promptly of the termination of his military service. 1844A (08/01/94)

242.00  Neglect to Pay Assessment - Any member who neglects to pay his
assessment, or installments thereof, within thirty days after such assessment,
or installments thereof, has been called for payment may be suspended until such
assessment, or installments thereof, is paid. If a member neglects to pay such
assessment, or installments thereof, during a period of six consecutive months,
his membership (a) may be disposed of by the Board; (b) or may be forfeited and
cancelled by the Board. 109 (08/01/94)

243.00  Transfer Fees - No transfer of membership may be consummated unless the
transferee pays to the Association a transfer fee. The amount of this fee is
established from time to time, by the Board of Directors. The transfer fee so
collected shall be used to purchase, retire or redeem indebtedness to finance
improvements to the Board of Trade Buildings or to pay the cost of such
improvements. The transfer fee described in this Rule 243.00 shall not apply
when the transferor is the estate of a deceased member or membership interest
holder and the transferee is the decedent's spouse or the decedent's child. 111
(07/01/98)

243.01  Sale and Transfer of Membership Privileges - Each individual submitting
an application for membership shall include with the application a non-
refundable application fee established by the Board. The application fee
described in this Regulation 243.01 shall not apply when the applicant is the
spouse or the child of a deceased member or membership interest holder. The
application fee will also not apply when a deceased member or membership
interest holder's membership or membership interest is held in trust pursuant to
Regulation 249.01(i), the applicant is the spouse or the child of the decedent,
and under the terms of the trust, the applicant is the successor trustee to the
deceased member or membership interest holder. 1807 (04/01/98)

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Ch2 Purchase and Sale or Transfer of Membership or Membership Interest

249.01  Purchase and Sale or Transfer of Membership or Membership Interest -
Membership status in this Association is a personal privilege, not subject to
sale or transfer except as herein authorized.

(a)  Purchase and Sale of Memberships and Membership Interest by Individuals -

     (i)  When an individual wishes to sell his full or associate membership or
          membership interest, he shall sign an offer to sell including an offer
          price, in such form as shall be prescribed by the Exchange.

          When an offer is matched to a bid, the member or registered eligible
          business organization may receive the sale proceeds prior to the
          expiration of the claims period or the resolution of any claims by
          depositing treasury bills with the Association, equivalent to the sale
          price of the membership or membership interest. All amounts deposited
          shall be available, without restriction, to satisfy claims against the
          departing member or the registered eligible business organization
          under this Chapter. In lieu of a deposit, the member or registered
          eligible business organization may file a clearing firm guaranty,
          letter of credit, or such other form as the Association may permit,
          equivalent to the sale price of the membership or membership interest,
          for the satisfaction of claims.

     (ii) Any individual who wishes to purchase a full or associate membership
          or membership interest subsequent to his approval for a particular
          membership status shall execute and deliver to the Department of
          Member Services a bid to purchase such membership or membership
          interest, in such form as may be prescribed by the Exchange. The bid
          shall be accompanied by a certified or cashier's check representing an
          earnest money deposit in the amount of fifteen percent of the bid, by
          an irrevocable letter of credit in the amount of fifteen percent of
          the bid, or by an agreement on a form prescribed by the Exchange and
          executed by a clearing member of the Association as provided in this
          section (ii).

          Any individual who wishes to purchase a full or associate membership
          or membership interest prior to his approval for a particular
          membership status shall execute and deliver to the Department of
          Member Services a bid to purchase such membership or membership
          interest, in such form as may be prescribed by the Exchange. The bid
          shall be accompanied by a check in the amount of the applicable
          transfer fee. The bid shall also be accompanied by a certified or
          cashier's check in the amount of such bid or by an agreement on a form
          prescribed by the Exchange and executed by a clearing member of the
          Association which shall provide that in the event the prospective
          purchaser's bid is matched to an offer, as provided in section (iii)
          below, and the prospective purchaser fails to make payment in the
          amount of his bid by 5:00 p.m. of the next business day following the
          day on which he was notified by the Department of Member Services that
          his bid was matched to an offer, such clearing member shall purchase
          the membership or membership interest in question for the full amount
          of such bid.

          The bid shall contain an agreement by such individual to take no
          recourse against the Association in the event he is not approved for
          membership, except as may be permitted under Section 8c of the
          Commodity Exchange Act as amended and a release of the Association of
          any claim or right that such individual would otherwise have had by
          reason of such failure to be so elected. The bid also shall contain an
          agreement by such individual that he or she consents to and accepts
          the Exchange's jurisdiction with respect to any disciplinary action or
          other matter within the purview of any Exchange committee from the
          date of purchase of a membership or membership interest until the date
          the individual is approved for membership status or, if such
          individual fails to be approved for membership status, until the date
          of a sale of the membership or membership interest is effected in
          accordance with this regulation. With respect to the purchase of a
          membership which will be registered pursuant to Rule 230.00 for the
          benefit of an eligible business organization which is not currently a
          member firm, a consent to jurisdiction also must be executed on behalf
          of the firm. The consent to jurisdiction shall expressly state that
          the Exchange may hold the membership or membership interest pending
          the disposition of any proceeding before any Exchange Committee and
          apply the proceeds from the sale of the membership or membership
          interest toward the satisfaction of any decision that may be rendered
          against the individual or firm.

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          Nothing herein shall be construed in any way to limit the Exchange's
          jurisdiction over all individuals and firms which have been approved
          for membership. If any purchase of a membership or membership interest
          is being financed by a person other than the purchaser, such purchaser
          shall file satisfactory proof as required by the Department of Member
          Services that the financing party is aware of the provisions of this
          Regulation and Rule 252.00.

    (iii) The Department of Member Services shall post continually on the
          Bulletin Board the lowest offer to sell and the highest bid to buy
          full and associate memberships and membership interests, respectively.
          In the event of a match between any such bid and offer, the Department
          of Member Services shall notify the purchaser and the seller. In the
          event there are two bids and/or two offers in the same amount, the
          oldest offer shall be matched to the oldest bid. Title and value of
          the membership or membership interest shall be transferred to the
          purchaser upon payment being effected in the full amount of the bid.

          In the event that the prospective purchaser fails to make payment in
          the amount of his bid by 5:00 p.m. of the next business day following
          the day on which he was notified by the Department of Member Services
          that his bid was matched to an offer, the clearing member who has
          executed an agreement to purchase the membership or membership
          interest as provided in section (a)(ii) of this Regulation shall make
          payment in the full amount of the bid by 5:00 p.m. of the business day
          following the day upon which payment was due from the prospective
          purchaser. Upon becoming the owner of the title and value of the
          membership or membership interest, the clearing member shall either
          sell or transfer the membership or membership interest or cause the
          membership or membership interest to be registered on its behalf in
          accordance with Rule 230.00 of these Rules and Regulations.

          Failure to fulfill the obligations set forth in said agreement shall
          constitute acts detrimental to the interest and welfare of the
          Association.

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

     (iv) If a purchaser of a membership or membership interest fails to file an
          application with the Department of Member Services as required in
          paragraph (iii) above, is not approved for membership status, or if
          for any reason his application is withdrawn, the Exchange shall retain
          the transfer fee and the purchaser shall assume all risk of gain or
          loss from the resale of the membership or membership interest
          purchased by him. The purchaser shall take all necessary steps to
          effect a sale of the membership or membership interest purchased by
          him within thirty (30) days of notification of his failure to be
          approved for membership status, withdrawal of his application, or the
          purchase of the membership or membership interest if he failed to file
          an application.

      (v) If the purchaser fails to effect a sale within the time period
          specified in paragraph (iv) above, the Department of Member Services
          shall effect a sale at the price of the highest bid to purchase then
          on file with the Department of Member Services on the next business
          day following the thirtieth (30) day after notification of his failure
          to be approved for membership status, withdrawal of his application,
          or the purchase of the membership or membership interest if he failed
          to file an application. If on the next business day following the
          thirtieth day after such notification, withdrawal, or purchase if he
          failed to file an application, there is no bid to purchase on file
          with the Department of Member Services, the membership or membership

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     Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
     ----------------------------------------------------------------------

          interest shall be offered for sale by the Exchange at the same price
          as the lowest offer to sell then on file with the Department of Member
          Services. Such offer shall be matched with a bid in accordance with
          Regulation 249.01(a)(iii). The total amount realized from the sale of
          the membership or membership interest shall be remitted to the
          unsuccessful applicant in full satisfaction of all obligations of the
          Association, subject to Exchange Rule 252.00.

     (vi) An individual whose offer to sell his only membership or membership
          interest has been accepted by a purchaser, shall not make any Exchange
          contracts after the date of such consummation of the transfer.

          An individual whose membership or membership interest status was
          terminated through a sale in accordance with this paragraph (a), and
          who was a member or membership interest holder in good standing, not
          subject to any Exchange investigation, charges, suspension or
          disciplinary action at the time of such sale, shall remain eligible,
          for a period of six (6) months following such sale, to purchase
          another membership or membership interest under the provisions of this
          paragraph (a), to be the transferee of a membership or membership
          interest pursuant to subparagraphs 249.01(b) (c) or (d) or to become a
          delegate, in accordance with provisions of Regulation 202.01. The
          Exchange may, in its discretion, grant extensions to this six (6)
          month approval period.

(b)  Transfer by registered eligible business organization

     (i)  With the approval of the Membership Committee, ownership of the title
          and value of a full or associate membership of an individual, approved
          under Rules 200.00, 201.00, 159.00 and 202.00 may be vested in an
          eligible business organization registered in accordance with Rule
          230.00 provided that (i) the approved individual is a managerial
          employee as that term is defined in Rule 230.00 of such registered
          eligible business organization; (ii) the managerial employee's
          membership is registered for such eligible business organization; and
          (iii) the Membership Committee determines that such membership is
          needed by the registered eligible business organization to carry on
          its business at the Association. Additionally, with the approval of
          the Membership Committee, a registered eligible business organization
          may own GIM, COM and IDEM membership interests on behalf of individual
          nominees who are full-time employees of such firm in accordance with
          the provisions of Rules 291.00, 292.00 and 293.00. In such
          circumstances, all rights and responsibilities of membership shall
          remain the exclusive personal privilege of the approved individual,
          except that the registered eligible business organization shall be
          entitled to transfer such membership or membership interest, and to
          receive the net proceeds from transfer of such membership or
          membership interest after satisfaction of all claims against the
          approved individual, or against the registered eligible business
          organization, in accordance with Rules 252.00 and 253.00 of this
          Chapter.

     (ii) A registered eligible business organization owning the title and value
          of a full membership, associate membership, or membership interest may
          transfer said membership or membership interest to another approved
          individual who is also a managerial employee of the eligible business
          organization, by delivering to the Department of Member Services a
          report of intention to transfer upon such form as shall be prescribed
          by the Exchange. In addition, with respect to the transfer of a full
          or associate membership, the firm must deposit with the Department of
          Member Services an amount equal to the weighted average of all full or
          associate membership sales for the preceding calendar month, as
          appropriate. With respect to the transfer of a membership interest,
          the firm must deposit the greater of $50,000 or an amount equal to the
          weighted average of all GIM, COM or IDEM sales, for the preceding
          calendar month, as appropriate. Such amount may be deposited in cash,
          treasury bills, or such other form as the Association may permit. All
          amounts deposited shall be available, without restriction, to satisfy
          claims against the departing approved individual or against the
          registered eligible business organization under this Chapter. In lieu
          of a deposit, a firm may file a clearing firm guaranty for the
          satisfaction of claims in an amount that accords with the formulas set
          forth in this sub-paragraph. Should the departing approved individual
          be leaving the employ of the member firm, the application for
          membership or transfer documents of the transferee must be submitted
          to the Association within thirty (30) days from the termination date
          of the departing approved individual. The Exchange may, in its
          discretion, grant extensions of this 30 day approval period. No such
          extension shall exceed 60 days total length for any individual.

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    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
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     (iii)  Nothing herein shall preclude or impair the right of the Exchange to
            impose discipline upon the registered eligible business
            organization, or upon the approved individual, or to dispose of the
            membership or membership interest of any approved individual, for
            the acts or delinquencies of the registered eligible business
            organization, or for the acts or delinquencies of the approved
            individual, in accordance with the Rules and Regulations of the
            Association.

     (iv)   An approved individual whose only remaining membership or membership
            interest has been transferred in accordance with this paragraph (b)
            shall not make any Exchange contracts after the date of such
            transfer.

     (v)    In the event that a registered eligible business organization owning
            the title and value of a full or associate membership or membership
            interest is acquired by another registered eligible business
            organization through the purchase of 100% of the partnership or
            limited liability company property or corporate stock, the acquiring
            eligible business organization may transfer said membership or
            membership interest to another approved individual who is a
            managerial employee of the acquiring eligible business organization
            by complying with the procedures set forth in sub-paragraph (ii),
            hereof.

            A registered corporation that owns the title and value of a full or
            associate membership or member interest may transfer said membership
            or membership interest to another approved individual who is a
            managerial employee of its wholly-owned registered subsidiary
            corporation or its registered parent partnership or corporation
            which owns 100% of its stock, or a sister corporation that is 100%
            owned by the parent entity, by complying with the procedures set
            forth in sub-paragraph (ii), hereof. A registered partnership that
            owns the title and value of a full or associate membership or
            membership interest may transfer said membership or membership
            interest to another approved individual who is a managerial employee
            of its wholly-owned registered subsidiary or a sister entity that is
            100% owned by the parent entity, by complying with the procedures
            set forth in sub-paragraph (ii), hereof. A registered limited
            liability company that owns the title and value of a full or
            associate membership or membership interest may transfer said
            membership or membership interest to another approved individual who
            is a managerial employee of its wholly-owned registered affiliate or
            a sister affiliate that is 100% owned by the parent entity by
            complying with the procedures set forth in sub-paragraph (ii),
            hereof. Each such transfer of a GIM Membership Interest shall count
            toward the two transfers specified in Rule 296.00 (2).

     (vi)   The parties to the transfer set forth in sub-paragraph (ii) of this
            paragraph may elect not to deposit a sum of money or file a clearing
            firm guaranty agreement as provided therein, in which case the
            transferee shall, for a period of time equal to that set forth in
            paragraph (e) of this Regulation, be ineligible to exercise any of
            the rights and privileges of the transferred membership or
            membership interest and, during this time and no other, all claims
            as set forth in sub-paragraph (ii) of this paragraph against the
            transferor shall be filed. If such claims are filed the transferee
            shall remain ineligible until the claims are satisfied or otherwise
            disposed. In order to satisfy claims set forth in sub-paragraph
            (ii), which have been properly filed and allowed by the Association,
            as provided by the Rules and Regulations, the transferred membership
            or membership interest may be sold by the Association. In the event
            of such sale and after the claims have been paid, the remaining
            surplus, if any, of the proceeds of sale shall be paid to the
            registered eligible business organization upon execution by it of a
            release which is satisfactory to the Association. In order to
            preclude the sale of the membership or membership interest by the
            Association for the satisfaction of claims, and for the transferee
            to become immediately eligible to exercise the rights and privileges
            of the transferred membership or membership interest, the registered
            eligible business organization may, in the alternative, deposit a
            sum of money or file a clearing firm guaranty as provided in sub-
            paragraph (ii) hereof.

     (vii)  An approved individual whose membership or membership interest
            status was terminated through a transfer in accordance with this
            paragraph (b), and who was a member or membership interest holder in
            good standing, not subject to any Exchange investigation, charges,
            suspension or disciplinary action at the time of such transfer,
            shall remain eligible, for a period of thirty (30) days following
            such transfer, to purchase another membership or membership interest
            under the provisions of this paragraph (a) or to be the transferee
            of a membership or membership interest pursuant to subparagraphs
            249.01 (b) (c) or (d) in accordance with provisions of Regulations
            202.01 and/or 230.18, as applicable. The

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            Exchange may, in its discretion, grant extensions of this 30 day
            approval period. No such extension shall exceed 60 days in total
            length for any individual.

(c) Transfer by member under loan agreement -

     (i)    Whenever, under the Rules and Regulations, a registered eligible
            business organization is required to register a certain number of
            full or associate memberships or is required to maintain memberships
            for other purposes, such eligible business organization may execute
            with an employee, approved for membership under this Chapter, a loan
            agreement in such form as the Association may prescribe, advancing
            to such employee the cost of membership and providing for the
            enforced repayment of such advance. The employee may transfer his
            membership to another employee of the same registered eligible
            business organization, approved for membership under this Chapter,
            upon the deposit with the Department of Member Services of an amount
            equal to the sum specified in sub-paragraph (ii) of paragraph (b) of
            this Regulation. All amounts so deposited shall be available,
            without restriction, to satisfy claims under this Chapter. Should
            the transferor be leaving the employ of the registered eligible
            business organization, the application for membership of the
            transferee must be submitted to the Association within thirty (30)
            days from the termination date of the transferor.

     (ii)   Transfer under this paragraph (c) except as provided in sub-
            paragraph (i) hereof, shall be governed by the provisions of
            paragraph (a) of this Regulation.

(d) Transfer within family -

     (i)    It shall be permissible, under the Rules and Regulations, to
            transfer a full or associate membership or membership interest
            between members of the same family (a spouse, parent, child,
            grandparent, or grandchild), or a decedent's membership or
            membership interest within the same family, provided such transferee
            is approved for the appropriate membership status under this Chapter
            and a clearing firm guaranty is filed, or sum of money as described
            in paragraph (b) is deposited with the Department of Member Services
            in order to satisfy claims.

     (ii)   The parties to the transfer may elect not to deposit a sum of money
            as provided in paragraph (b), in which case the transferee shall,
            for a period of time equal to that set forth in paragraph (e) of
            this Regulation, be ineligible to exercise any of the rights and
            privileges of the transferred membership or membership interest, and
            during this time and no other, all claims against the transferor
            shall be filed. If such claims are filed the transferee shall remain
            ineligible until the claims are satisfied or otherwise disposed. In
            order to satisfy claims against the transferor, which have been
            properly filed and allowed by the Association, as provided by the
            Rules and Regulations, the transferred membership or membership
            interest may be sold by the Association. In the event of such sale
            and after the claims have been paid, the remaining surplus, if any,
            of the proceeds of sale shall be paid to the transferee, or his
            legal representative, upon execution by him of a release which is
            satisfactory to the Association. In order to preclude the sale of
            the membership or membership interest by the Association for the
            satisfaction of claims, and to become immediately eligible to
            exercise the rights and privileges of the transferred membership or
            membership interest, the transferee may, in the alternative, comply
            with the provisions of sub-paragraph (i), hereof.

     (iii)  Transfer under this paragraph (d), except as provided in sub-
            paragraph (i) and (ii) hereof, shall be governed by the provisions
            of paragraph (a) of this Regulation.

(e) Notice of membership sale or transfer and filing claims -

     (i)    On the first and sixteenth calendar day of each month (or if the
            first or sixteenth is not a business day on the following business
            day ("notice days")), the Secretary shall post on the bulletin board
            located on the Exchange floor a notice listing each sale or transfer
            of a membership, each termination or expiration of a delegation
            agreement, each termination of an individual member registration and
            each termination of a member firm registered in accordance with the
            provisions of Rule 230.00 that occurred during the period beginning
            on the preceding notice day and ending on the business day preceding
            the current notice day. The Secretary shall also make this
            information available to the membership. The last day for filing
            claims pursuant to Rule 253.00 against the proceeds of the sale or

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            transfer of a membership, the termination of an individual member
            registration, a termination of a member firm or pursuant to Rule
            221.00 (c)(2) against a delegate whose delegation agreement has
            terminated or expired is the business day immediately preceding the
            notice day that follows the notice day on which the Secretary posts
            a notice on the bulletin board announcing such sale or transfer or
            such termination or expiration of a delegation agreement. The
            Exchange shall hold the proceeds from the sale or transfer of a
            membership until such time as the relevant claims period has run
            and/or any disputed claims have been resolved.

     (ii)   Upon the effective date of sale or transfer of an individual's sole
            membership, all Exchange contracts of the seller or transferor shall
            mature, and if not settled, shall be closed out as in the case of
            insolvency, unless the same are assumed or taken over by another
            member of the Association.

     (iii)  The name of a member whose membership or membership interest has
            been disposed of by the Board shall be posted as in the case of a
            voluntary sale and such posting shall have the same effect in
            respect to open contracts and unmatured debts and obligations of the
            former member as in the case of a voluntary sale.

(f) Sale by Legal Representative -

     (i)    The membership or membership interest of a deceased member or
            membership interest holder may be sold pursuant to an offer to sell
            executed by the executor, administrator or other duly qualified and
            appointed legal representative of his estate.

     (ii)   The full or associate membership or membership interest of a member
            or membership interest holder who has been adjudicated incompetent
            may be sold pursuant to an offer to sell executed by his duly
            appointed guardian, conservator or other duly qualified legal
            representative.

(g) Indirect Exchange of Memberships -

     (i)    A member may exchange an associate membership for a full membership
            (an "AM Swap"), a full membership for an associate membership (an
            "FM Swap"), a GIM membership interest for an associate membership (a
            "GIM to AM Swap"), a GIM membership interest for a full membership
            (a "GIM to FM Swap"), a COM membership interest for an associate
            membership (a "COM to AM Swap"), a COM membership interest for a
            full membership (a "COM to FM swap") an IDEM membership interest
            for an associate membership (an "IDEM to AM swap") or an IDEM
            membership interest for a full membership (an "IDEM to FM swap"), by
            signing an offer to exchange in such form as shall be prescribed by
            the Exchange. The offer to exchange shall specify the category of
            membership being relinquished (the "relinquished membership"); the
            category of membership the exchanging member wishes to acquire (the
            "replacement membership"), and the "Price Differential" at which the
            exchange is to be effected (as described below).

            The offer to exchange shall be accompanied by: (1) In the case of an
            AM, GIM to AM, GIM to FM, COM to AM, COM to FM, IDEM to AM or IDEM
            to FM Swap, a certified or cashier's check in the amount of the
            Price Differential, or an agreement of a clearing member of the
            Association as described in section (a)(ii) of this Regulation; and
            (2) an agreement of a clearing member of the Association to pay to
            the Association in cash upon demand the amount of any assessments or
            claims against the exchanging member's relinquished membership
            according to Rule 252.00 up to the value of the relinquished
            membership at the time the exchange is accepted. For this purpose,
            the value of the relinquished membership will be the bid price for
            such membership.

     (ii)   The Department of Member Services shall post continually on the
            Bulletin Board the highest Price Differential for AM, GIM to AM, GIM
            to FM, COM to AM, COM to FM, IDEM to AM and IDEM to FM swaps, and
            the lowest Price Differential for FM swaps. In the event there are
            two or more AM swaps, two or more FM swaps, two or more GIM to AM
            Swaps, two or more GIM to FM Swaps, two or more COM to AM Swaps, two
            or more COM to FM Swaps, two or more IDEM to AM swaps or two or more
            IDEM to FM Swaps offered at the same Price Differential, the oldest
            offer shall be listed first.

     (iii)  The Department of Member Services shall notify an exchanging member
            that the member's offer to exchange has been accepted when (1) the
            difference between the bid price for

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            memberships in the category of the relinquished membership and the
            offer price for memberships in the category of the replacement
            membership equals (2) the Price Differential for the offer to
            exchange. Upon notification of acceptance of the offer to exchange,
            the Department of Member Services shall cause the Association to
            acquire the relinquished membership from the exchanging member, sell
            the relinquished membership at its bid price, acquire the
            replacement membership at its offered price, and transfer the
            replacement membership to the exchanging member. The exchanging
            member shall pay the applicable transfer fee not later than 5:00
            p.m. of the first business day following acceptance of the offer to
            exchange.

     (iv)   If, prior to acceptance of an offer to exchange, the posted Price
            Differential for AM Swaps matches the posted Price Differential for
            FM Swaps, the Department of Member Services will notify the
            respective members and will effect a direct exchange of their
            memberships according to paragraph (h) below.

     (v)    Title and value of the relinquished membership shall pass to the
            Association, and title and value of the replacement membership shall
            be transferred to the exchanging member, upon notification by the
            Association that the exchange offer has been accepted.

     (vi)   The proceeds from the sale of the relinquished membership shall be
            applied to payment for the replacement membership. Any excess
            proceeds shall be applied in the manner specified in Rule 252.00 to
            satisfy assessments and claims against the relinquished membership.
            The exchanging member shall only be entitled to the replacement
            membership and any excess proceeds (subject to application of Rule
            252.00); in no event shall the exchanging member be entitled to
            demand receipt of the proceeds from the sale of the relinquished
            membership in lieu of receipt of the replacement membership.

     (vii)  If the exchanging member in an AM, GIM to AM, GIM to FM, COM to AM,
            COM to FM, IDEM to AM or IDEM to FM swap fails to make payment for
            the Price Differential by 5:00 p.m. of the next business day
            following the day on which the member was notified by the Department
            of Member Services that the member's offer to exchange was accepted,
            the exchanging member shall forfeit ownership of the title and value
            of the replacement membership and the clearing member who has
            executed an agreement to purchase the membership as provided in
            section (a)(ii) of this Regulation shall make such payment by 5:00
            p.m. of the next business day following the day upon which payment
            was due from the exchanging member. Upon such payment, the clearing
            member shall be the owner of the title and value of the replacement
            membership. The clearing member shall either sell or transfer the
            replacement membership or cause the replacement membership to be
            registered on its behalf in accordance with Rule 230.00 of these
            Rules and Regulations. The clearing member shall account to the
            exchanging member for the portion of the replacement membership bid
            price paid from the proceeds from the sale of the relinquished
            membership.

            Failure to fulfill the obligations set forth in said agreement shall
            constitute acts detrimental to the interest and welfare of the
            Association.

     (viii) The person who purchases the relinquished membership from the
            Association and the person who sells the replacement membership to
            the Association shall follow the procedures specified in section (a)
            or (b) of this regulation as applicable. Exchanges under this
            section (g), except as provided herein, shall be governed by the
            provisions of this Chapter.

(h) Direct Exchange of Memberships -

     (i)    A member in good standing may transfer (1) an associate membership
            in direct exchange for a full membership of another member, (2) a
            full membership for an associate membership of another member, (3) a
            GIM membership interest for an associate membership of another
            member, (4) a GIM membership interest for a full membership of
            another member, (5) a COM membership interest for an associate
            membership of another member, (6) a COM membership interest for a
            full membership of another member, (7) an IDEM membership interest
            for an associate membership of another member, or (8) an IDEM
            membership interest for a full membership of another member. The
            exchanging members shall jointly execute and deliver to the
            Department of Member Services an agreement of direct exchange in
            such form as may be prescribed by the Exchange and setting forth the
            agreed Price Differential between the memberships. The agreement
            shall be accompanied by (1) a check

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          from each member in the amount of the applicable transfer fee, (2) a
          certified or cashier's check for the Price Differential, and (3) for
          each member, an agreement of a clearing member of the Association to
          pay to the Association in cash upon demand the amount of any
          assessments or claims against the exchanging member's relinquished
          membership according to Rule 252.00 up to the value of the
          relinquished membership at the time the exchange is accepted. For this
          purpose, the value of the relinquished membership shall be the average
          of the posted bid and offer prices for such memberships; provided that
          if there is either no posted bid or no posted offer, the value shall
          be the price paid in the last sale of such memberships. Title and
          value of the memberships shall be transferred to the respective
          exchanging members upon notification from the Department of Member
          Services that it has accepted the exchange.

     (ii) Exchanges under this section (h), except as provided herein, shall be
          governed by the provisions of this Chapter.

(i)  Transfer to a Trust -

     (i)   A member or membership interest holder (collectively referred to as
           "member" under this section) or a member's personal representative
           (including his or her agent under a durable power of attorney) may
           transfer his or her membership(s) or membership interest(s) to a
           trust of which the member is a grantor, if: (1) while the member is
           living and competent, the member is the sole trustee of the trust,
           (2) the member retains the right to revoke the trust during his or
           her life, and (3) all beneficiaries of the trust are members of the
           grantor's family who would be eligible for a family transfer from the
           grantor pursuant to section (d) of this regulation.

     (ii)  A trust shall take the membership subject to all of the rules of the
           Exchange, including Rules 230.00 and 252.00; however, Rule 252.00
           shall not apply to the transfer of a membership or membership
           interest to a trust wherein the member/grantor is the trustee. The
           transfer of a GIM membership interest to a trust wherein the
           member/grantor is the trustee shall not constitute a transfer under
           Rule 296.00(1).

     (iii) The interests in the membership that inure to the beneficiaries of
           the trust shall be subject to all of the rules of the Exchange; the
           Exchange's rights with respect to the membership shall be superior to
           those of the beneficiaries; and the Exchange shall have no liability
           to the beneficiaries of the trust in the event of the mishandling of
           the trust assets by the trustee. The grantor and the trustee (and any
           successor) shall each provide in the form provided by the Exchange an
           acknowledgement that the trust takes the membership subject to all of
           the rules of the Exchange and that the trust is in compliance with
           the requirements of this regulation.

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

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

           A membership or membership interest held in a trust of which the
           member/grantor is the sole trustee may be temporarily transferred,
           subject to the provisions of section (j) of this regulation, to an
           individual within the member/grantor's same family, as defined in
           section (d)(I) of this regulation.

     (vi)  A membership held in trust may not be registered for member firm
           privileges.

     (vii) Subparagraph (vi) shall not apply to self-owned registered
           memberships, provided that the member demonstrates, to the
           satisfaction of the Association and before the membership is placed
           in trust, that the declaration of the trust into which the membership
           will be transferred incorporates by express reference the Rules and
           Regulations of the Association.

           This subparagraph shall have no effect on the provision of Regulation
           249.01(j)(iv) that prohibits the use of a membership that is the
           subject of a revocable intra-family transfer for

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            member firm privileges.

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

(j)  Notwithstanding the provisions of section (d) of this regulation pertaining
     to permanent family transfers, a member or membership interest holder may
     temporarily transfer his or her respective membership or membership
     interest to a member of his or her immediate family, as defined in section
     (d)(i) of this regulation, who shall be subject to all Exchange Rules and
     Regulations.

     Transfers under this section shall be subject to the following terms and
     conditions:

     (i)    The transferor may revoke the transfer upon written notice to the
            transferee, and a copy thereof shall be filed by the transferor with
            the Member Services Department as a precondition to its
            effectiveness. The transferee shall remain approved for membership
            under the same conditions which are applicable in the event of a
            termination of a delegation agreement, as set forth in Rule
            221.00(a).

     (ii)   The transfer shall be revoked and the membership or membership
            interest shall revert to the transferor's estate or conservator upon
            official notice of the death or formally declared incompetence of
            the transferor.

     (iii)  Upon election to membership, the transferee shall be treated as a
            member for all purposes, except that the transferee shall have no
            authority to sell, transfer or assign the membership or membership
            interest. The right to vote on all matters subject to a ballot vote
            among the general membership will remain with the transferor. A Full
            or Associate Member shall not be ineligible for elective office or
            committee appointments based on such member's having temporarily
            transferred his or her Full or Associate Membership pursuant to this
            section (j).

     (iv)   While a transfer under this section is in effect, the membership
            involved would not qualify the transferee for elective office and
            the membership may not be registered under Rule 230.00 for member
            firm privileges.

     (v)    The provisions of Rule 221.00(c) shall apply to the transferor and
            the transferee in the same manner that those provisions apply to a
            member and his delegate.

     (vi)   The transferor may sell or transfer the membership at any time in
            accordance with the provisions of this regulation. The family
            transfer shall automatically be null and void upon such a sale or
            transfer by the transferor. The proceeds of the sale of the
            membership will be distributed to the transferor following the
            settlement of all claims pursuant to Rule 252.00

     (vii)  The transfer of a GIM membership interest under this section shall
            not constitute a transfer under Rule 296.00(1).

     (viii) In the case of a membership or membership interest held in trust
            pursuant to subsection (i), the trustee may transfer the membership
            or membership interest in accordance with the provisions of this
            subparagraph (j). The trustee shall have the rights, duties and
            obligations of a transferor as provided by this subsection (subject
            to the provisions of subsection (i)). Where the transferor is the
            trustee of a membership or membership interest held in trust
            pursuant to subsection (i), and either (1) the trustee revokes the
            transfer; (2) the settlor is officially declared dead or (3) the
            settlor is decreed to be legally incompetent by a court of proper
            jurisdiction, then the membership or membership interest shall
            automatically revert to the trustee. (05/01/01)

250.01  Sale and Transfer of Membership Privileges - A member or his legal
representative desiring to sell his membership or membership interest shall
deliver to the Department of Member Services a signed authorization of sale
which is notarized or otherwise officially authenticated, or a telecopy thereof,
in the form prescribed below. The authorization of sale shall contain a specific
offer price. The member must also deliver to the Department of Member Services a
signed consent to jurisdiction in a form prescribed by the Exchange before his
authorization of sale will be accepted. With respect to the sale of a firm-owned
membership, the consent to jurisdiction must be signed by the last member
holding the membership and, if the sale would terminate the firm's member firm
status, a consent to jurisdiction must also be executed on behalf of the firm.
The consent to jurisdiction form provides that the member and, if applicable,
the member firm, consents to and accepts the

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Association's jurisdiction with respect to any potential or current disciplinary
matter of which the Association is aware or becomes aware prior to the
distribution of proceeds and further that the Exchange may retain all of the
proceeds from the sale of the member's seat pending the outcome of any
disciplinary action. The following shall apply to persons elected to membership
and to registered member firms for a period of five years after the termination
of such individual's or firm's membership status. Each such individual and firm:

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

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

An individual wishing to purchase a membership or membership interest shall
inform the Department of Member Services in such form as shall be prescribed by
the Exchange of his desire to purchase a membership or membership interest. When
the purchaser's bid has been matched with an offer to sell, the purchaser shall
sign a confirmation of purchase and shall by 5:00 p.m. of the next business day
following the day on which he was notified by the Department of Member Services
that his bid was matched to an offer deposit with the Department of Member
Services the balance, if any, owing on the purchase price on the membership or
membership interest.

                             AUTHORIZATION OF SALE

     To the Department of Member Services,                   ---------20--------

     Board of Trade of the City of Chicago

     I hereby offer to sell my membership privilege on the Board of Trade of the
     City of Chicago for the sum of $----------to any purchaser, and I authorize
     you to transfer my membership privilege to such purchaser upon his deposit
     of said purchase price with you and his payment of the transfer fee, it
     being understood that I shall pay all assessments up to the end of the
     quarter in which my membership is thus transferred. I have this date
     knowingly entered the date and offer price set forth above.

     ---Please check here if this offer revises and replaces a previous offer to
     sell your membership privilege.

     I ACKNOWLEDGE THAT I AM PERSONALLY LIABLE FOR ANY DAMAGES THAT MAY RESULT
     IF THIS OFFER REVISES AND REPLACES A PREVIOUS OFFER AND I FAIL TO NOTE THIS
     BY CHECKING THE SPACE INDICATED ABOVE.

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

                                         Social Security Number
                                                               -----------------

     Subscribed and sworn to before me on this         Day of                  ,
                                               -------        -----------------
     20
       ------------------


     ---------------------------
            Notary Public

                           CONFIRMATION OF PURCHASE

     Mr.                                                              , 20
        ---------------------                             ------------    ------

     I hereby confirm my purchase of your membership privilege on the Board of
     Trade of the City of Chicago in accordance with Regulations 243.01 and
     250.01 for the sum of $___________, it being understood that I have paid to
     the Board of Trade of the City of Chicago the transfer fee of $___________.


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

     Signed in the presence of

                                      232


    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
    ----------------------------------------------------------------------

    --------------------------
    (01/01/00)

250.02  Memberships Held Under Regulation 249.01(b) - The title and value of a
membership procured under Regulation 249.01(b) is owned by the registered
eligible business organization acquiring it, but the personal privileges of that
membership can only be exercised by one of the registered firm's managerial
employees who has been approved by the Membership Committee. For that reason,
the registered firm is allowed to designate a qualified individual to exercise
the personal privileges of that membership. Any such designation can be
terminated by the registered firm at any time. In that event, the individual's
right to exercise the personal privileges of that membership terminates
immediately and automatically. In the event that an individual wrongfully
exercises any personal privilege of membership after termination, the registered
firm shall remain responsible for that individual's liabilities and actions
until written notice of the termination has been posted on the bulletin board.
1806 (04/01/98)

250.03  Power-of-Attorney - In connection with membership transfers and
delegations, a power-of- attorney is permitted to be used only for the following
functions;

1.   To submit a bid to purchase a membership or membership interest.

2.   To sign the membership register.

3.   To execute, amend, terminate or file a delegation agreement. (08/01/94)

251.00  Membership Transfer - All purchases or sales of membership privileges
shall be made pursuant to Regulations adopted by the Exchange and no commission
or other compensation for services in connection with the purchase or sale of a
membership in the Association shall be paid. 127 (08/01/94)

251.01  Member Under Investigation - No member may transfer his membership
privilege by intrafamily transfer and no member firm may transfer a firm-owned
membership from one member employee to another employee under Regulation
249.01(b), unless the approval of the Regulatory Compliance Committee is first
secured, when the member is under investigation by any standing committee or by
a special committee appointed under the provisions of Rule 541.00 or when
charges are preferred against him or when he is under suspension for causes
other than default, insolvency, or non-payment of assessments. 1835 (08/01/94)

252.00  Proceeds of Membership -

(a)  ORDER OF DISTRIBUTION. Upon any transfer of membership, whether made by a
     member voluntarily or by the Board, the proceeds shall be applied to the
     following purposes and in the following order of priority:

     (1)  FIRST, the payment of all dues, assessments, service fees, fines,
          contributions, and charges payable to the Association by the member
          whose membership is transferred, and all other indebtedness of such
          member to the Association.

     (2)  SECOND, the payment of all dues, assessments, fines and charges
          payable by such member to the Clearing House, and all other
          indebtedness of such member to the Clearing House.

     (3)  THIRD, the payment to such member's Primary Clearing Member or
          Members, as specified in Rule 333.00, of all claims filed under
          Rule 253.00 for trading losses of such member arising out of
          Transactions on Change, and which claims have been allowed by the
          Board.

     (4)  FOURTH, the payment to other Clearing Members of all claims filed
          under Rule 253.00 for trading losses of such member arising out of
          Transactions on Change, and which claims have been allowed by the
          Board.

     (5)  FIFTH, the payment to members and member firms of all claims filed
          under Rule 253.00 for money owed on loans which had been made to the
          member whose membership was transferred, exclusively for the purpose
          of financing the purchase of such membership, and

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          which had been promptly recorded with the Secretary of the
          Association, and which claims have been allowed by the Board.

     (6)  SIXTH, the payment to members and member firms of all claims filed
          under Rule 253.00 otherwise arising from Member's Contracts, exclusive
          of personal debts which are not related to the conduct of business as
          a broker, trader or commission merchant, and which claims have been
          allowed by the Board. Provided, however, that this provision shall not
          apply to a membership subject to Regulation 249.01(b) or 249.01(c).

(b)  PRO RATA PAYMENT. If the proceeds of a transfer of membership are
     insufficient to pay all filed claims allowed by the Board, such claims,
     within the priorities listed in (a) above, shall be paid pro rata, except
     as provided in (e) below.

(c)  SURPLUS, IF ANY. Claims which are not filed during the period specified in
     Regulation 249.01 but which would otherwise qualify under (a) above may, if
     allowed by the Board, be paid out of any surplus after all other claims
     allowed by the Board have been paid in full and shall be paid in preference
     to claims referred to in (e) below. The remaining surplus, if any, of the
     proceeds of a transfer of membership, after payment of all claims allowed
     by the Board under this Rule, shall be paid to the person whose membership
     is transferred, or to his legal representatives, upon the execution by him
     or them of a release or releases satisfactory to the Board.

(d)  VALUATION.

     (1)  Claims which have not matured at the time of the transfer of the
          membership may be treated as though they had matured, and the amount
          due may be fixed and determined by the Board on the basis of market
          values or such other basis as the Board deems to be fair and just.

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

     (3)  A claim shall be allowed by the Board only for the amount due after
          credit is given for the proceeds of the sale of any collateral held by
          the claimant of the fair value of such collateral as determined by the
          Board, The Board may require, before passing on the claim, that all
          such collateral be sold.

(e)  CLAIMS OF PARTNERS. Claims growing out of transactions between partners,
     who are members of the Association, shall not share in the proceeds of the
     membership of one of such partners until all other claims as allowed by the
     Board have been paid in full.

(f)  RIGHTS OF CREDITORS OF DECEASED, INCOMPETENT, SUSPENDED, OR EXPELLED
     MEMBER. The death, incompetency, expulsion or suspension of a member shall
     not affect the right of creditors under the provisions of this Rule.

(g)  DEATH OR INCOMPETENCY OF CREDITOR MEMBERS. When a member is in debt to
     another member, the death or incompetency of the creditor member or the
     transfer of his membership either by his estate or by the Board, shall not
     affect the rights of the creditor member, his firm, corporation, or estate,
     to share in proceeds of the membership of the debtor member under this
     Rule, in the same manner and to the same extent as if the creditor member
     had not died, become incompetent or his membership had not been
     transferred.

(h)  DEBTS EXISTING AS OF THE EFFECTIVE DATE OF THIS RULE AS AMENDED. Within 20
     business days after the effective date of this Rule, as amended, all
     members and member firms shall notify the Secretary of the Association of
     all member debts outstanding as of the effective date which debts have
     arisen out of members' contracts had between the parties thereto in the
     ordinary course of business. The Secretary shall record such debts. All
     recorded debts still remaining unpaid at the time of the transfer of the
     debtor's membership, if allowed by the Board, shall be included in Category
     3 of this Rule to be paid pro rata if necessary along with claims under
     that category, provided such debts are determined by the Board to have
     arisen out of members contracts had between the parties thereto in the
     ordinary course of business. The notice to the Secretary shall include the
     debtor member's acknowledgment of the debt; provided, however, that

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    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
    ----------------------------------------------------------------------

     any contested debts will be provisionally recorded by the Secretary.
     (08/01/94)

252.00A  Claims Filed by Corporations - Your Rules and Claims and Insolvencies
Committees concur in the attorney's opinion that a corporation cannot share in
the proceeds of the sale of memberships against which the corporation has filed
claims (even claims filed prior to the cancellation of the registration of its
officer's membership) after the member has cancelled the registration of his
membership for the benefit of the corporation, leaving no other member
registered for the corporation. 3R (08/01/94)

252.00B  Interpretation of Rule 252(e) - The Rules Committee has interpreted
Rule 252(e) as follows:

Where a partnership is the primary or other clearing member for one of its
member partners, such partnership may make claims against the proceeds from the
sale of such partner's membership under the provisions of Rule 252.00(a) (3) or
(4) for trading losses. A partnership may make claims against the proceeds from
the sale of a partner's membership under Rule 252.00(a) (5) where such loan had
been made exclusively for the purpose of financing the purchase of the partner's
membership. (08/01/94)

253.00  Filing Claims - A member to establish his claim and to become entitled
to his rights under Rule 252.00 of this Chapter to share in the proceeds of a
membership, shall file a statement of his claim during the period specified in
Regulation 249.01. Claims if not so filed and allowed by the Board may be paid
out of any surplus after all claims allowed by the Board have been paid in full
and shall be paid in preference to claims referred to in Rule 252.00(e) of this
chapter. 113 (08/01/94)

253.01  Pending Arbitration - In the event an Exchange arbitration action is
pending against a member who sells his membership, the entire proceeds from such
membership sale shall be reserved and retained by the Exchange towards
satisfaction of any resulting arbitration award in accordance with Rule 252.00.
However, prior to the arbitration hearing, a selling member whose sale proceeds
are being held by the Exchange pending the outcome of an arbitration may make
application to the Executive Committee who, upon such application, shall have
the discretion to authorize release to the selling member of any of the proceeds
in excess of the amount claimed in the arbitration and claims filed pursuant to
Rule 252.00. (08/01/94)

255.00  Deceased or Incompetent Member - When a member dies, or when a
conservator is appointed for him or his estate, his membership may be disposed
of by the Board. If the deceased or incompetent member has neglected to pay
assessments, Rule 242.00 shall apply to the disposition of his membership by the
Board. 115 (08/01/94)

256.00  Expelled Member - When a member is expelled or becomes ineligible for
reinstatement, his membership may be disposed of forthwith by the Board. 116
(08/01/94)

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Ch2 Insolvency

270.00  Insolvency - A member, or any other person with trading privileges, who
fails to perform his contracts, is insolvent, or is the subject of petition for
bankruptcy, or whose membership is registered for a member firm which fails to
perform its contracts, is insolvent, or is the subject of a petition for
bankruptcy, shall immediately inform the Secretary in writing that he or his
firm or corporation is unable to meet his or its engagements, and prompt notice
thereof shall be given to the Association. Subject to the provisions of
Regulation 540.06, he shall thereby become suspended from membership until,
after having settled with his creditors or the creditors of his firm or
corporation, he has been reinstated by the Board.

If a clearing member firm learns that any of the above-specified conditions
apply to a member or member firm whose trades it clears, the clearing member
firm must also immediately provide written notice thereof to the Secretary, and
prompt notice thereof shall be given to the Association. For purposes of this
provision, a clearing member firm will be deemed to have learned of such
conditions, if a member who is registered for the firm, and is also a general
partner of a partnership, an officer or director of a corporation, or a manager
of a limited liability company, has actual knowledge thereof.

Nothing in this Rule shall preclude disciplinary action for the violation of any
Rule or Regulation of the Association which contributed to the condition for
which the person is suspended under this Rule. (06/1/00)

270.01  Restrictions on Operations - The Financial Compliance Committee shall
advise the Chairman or Acting Chairman of the Board whenever it appears that a
member, registered eligible business organization, wholly-owned affiliate of
such member or registered eligible business organization or any other person
with trading privileges is insolvent; is failing to meet the minimum capital
requirements of the Association and cannot demonstrate its ability to achieve
compliance; is in such financial condition that it cannot be permitted to
continue in business with safety to its customers, its creditors, or the
Association; or such other condition or practice exists which may adversely
affect the safety of funds or positions carried for others. Upon the receipt of
such advice, the Chairman or Acting Chairman may, subject to the provisions of
Regulation 540.06, impose any restriction upon the operations of a member,
registered eligible business organization, wholly-owned affiliate or any other
person with trading privileges as he deems appropriate in the circumstances,
including but not limited to the following:

(a)  Restrictions upon the solicitation and or acceptances of new positions or
     new accounts;

(b)  In the case of positions or funds not otherwise protected by law which are
     carried for the benefit of others, restrictions upon the uses to which such
     positions or funds may be applied, and

(c)  Restrictions upon the carrying of funds or positions of others on an
     omnibus account basis.

Any member, registered eligible business organization, their wholly-owned
affiliates, or persons with trading privileges failing or refusing to comply
promptly with a restriction imposed by the Chairman shall be fined, suspended,
or expelled by the Board.

Nothing in this Regulation shall preclude disciplinary action for the violation
or any Rule or Regulation of the Association which contributed to the condition
for which restrictions are imposed under this Regulation. 1794 (04/01/98)

270.02  Procedures for Member Responsibility Actions - (See 540.06) (08/01/94)

270.03  Finality of Disciplinary Decisions and Member Responsibility Actions -
(See 540.07) (08/01/94)

271.00  Announcement of Suspension - Whenever a member, registered eligible
business organization or any other person with trading privileges has been
suspended pursuant to Regulation 540.06, the Secretary shall immediately
announce to the Association the suspension of such member, eligible business
organization, or other person. If such suspension is modified or rescinded after
hearing, the Secretary shall announce the revised action to the membership. 120
(04/01/98)

272.00  Insolvent Member - When announcement is made of a suspension of a
member, firm or

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                                Ch2 Insolvency
                                --------------

corporation pursuant to the Rules and Regulations, members have Exchange
contracts with the member, firm or corporation may proceed to close the same on
the Exchange or in the best available market, except insofar as the By-Laws and
Resolutions of the Clearing House are applicable and provide the method of
closing. Should a contract not be closed, as above provided, the price of
settlement shall be fixed by the Regulatory Compliance Committee.

Such suspended member, firm or corporation shall upon request of any customer
immediately arrange for the transfer of each open position of such customer to
such other person, firm or corporation as such customer may designate. 121
(08/01/94)

272.01  Bankruptcy of a Member or Non-Member - Whenever an order for relief
under the Bankruptcy Code as defined in Regulation 272.02 is entered for a
member, firm or corporation, or for a non-member, members having Exchange
contracts with the bankrupt member or non-member may proceed to close the same
on the Exchange in accordance with the provisions of Rule 272.00. (08/01/94)

272.02  Deliveries in Bankruptcy Situation -

(a)  For purposes of this Regulation:

     (i)  The term "customer" shall mean any person for whom a member carries an
          Exchange futures contract except a non-public customer as that term is
          defined in CFTC Regulation 190.01(bb).

    (ii)  The term "debtor" shall mean any member with respect to which an order
          for relief is entered under the Bankruptcy Code.

    (iii) The term "order for relief" means the filing of a petition in
          bankruptcy in a voluntary case and the adjudication of bankruptcy in
          an involuntary case.

    (iv)  The term "tender" with respect to a notice of delivery shall mean, in
          the case of a short clearing member that has presented such a notice
          to the Clearing House, the assignment of such notice by the Clearing
          House to a long clearing member, and, in the case of a long clearing
          member, the acceptance by such member of such notice from the Clearing
          House if such notice is not transferred by such long clearing member
          within the time permitted under the Rules of the Association or the
          Clearing House.

(b)  This Regulation shall apply only in the event and under the circumstances
     set forth in paragraph (c) hereof, and only in the event that the opposite
     clearing member referred to in said paragraph (c) is not itself a debtor.

(c)  Any provisions of the Rules or the Clearing House Rules to the contrary
     notwithstanding, in the event that any member becomes a debtor, and that at
     that time such member carries for a customer any Exchange futures contract
     in the current delivery month with respect to which the underlying physical
     commodity has not become a part of the debtor's estate on the date of the
     entry of the order for relief, and with respect to which:

     (i)   trading has ceased on the date of the entry of the order for relief;
           or (ii) notice of delivery has been tendered on or before the date of
           the entry of the order for relief; or

     (iii) trading ceases before such futures contract can be liquidated by the
           trustee of the debtor's estate;

     then, any customer for whose account such member is holding any such
     futures contract shall make delivery of and receive payment for, or receive
     delivery of and make payment for, the physical commodity as required to
     fulfill such contract directly between the customer and the opposite
     clearing member identified by the Clearing House as the party to whom
     delivery should be made or from whom delivery should be taken by such
     customer, through and in accordance with the bylaws of the Clearing House,
     and such opposite clearing member shall receive delivery of and make
     payment for, or make delivery of and receive payment for, such commodity in
     accordance with the bylaws of the Clearing House; provided, however, that
     nothing contained herein shall prevent such customer and such opposite
     clearing member from settling any such contract on such terms as may be
     mutually agreed upon.

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                                Ch2 Insolvency
                                --------------

(d)  The making or taking of delivery or payment with respect to any futures
     contract in accordance with paragraph (c) shall discharge in full the
     obligations of such customer and such opposite clearing member to the
     debtor and to every other person with respect thereto, but shall not
     discharge the debtor from any of its obligations with respect to such
     contract except to the extent that such delivery or payment is made.

(e)  Nothing contained in this Regulation shall relieve any customer of its
     obligation to make or take delivery under any Exchange futures contract for
     the sole reason that delivery must be made to or taken from a commodity
     broker which is a debtor. (08/01/94)

273.00  Investigation - Every person suspended under the provisions of Rule
270.00 shall immediately afford every facility required by the Office of
Investigations and Audits for the investigation of his affairs, and shall, after
the announcement of his suspension, file with the Office of Investigations and
Audits a written statement covering all information required by the Office of
Investigations and Audits, including a complete list of his creditors and amount
owing to each. 122 (08/01/94)

273.01  Insolvency - When the Financial Compliance Committee from any
preliminary investigations or otherwise, has reason to suspect that any member
of the Association is threatened with insolvency, it shall co-operate with such
member, in any feasible manner not contrary to the Rules and Regulations of the
Association, to save such member from open and judicial bankruptcy. When this is
not practicable, the Committee shall then take such other action as will in its
judgment assist in securing a prompt, efficient, and economic administration of
the member's assets for the bankrupt, as well as for the members of the
Association and customers of such bankrupt, who are creditors. Nothing herein,
however, shall authorize such Committee to bind the Association to any pecuniary
obligation. 1815 (08/01/94)

274.00  Reinstatement - When a person suspended under the provisions of this
Chapter applies for reinstatement, the Secretary shall make notice thereof
available to the membership, and shall post notice thereof upon the bulletin
board at least fifteen days prior to the consideration by the Board of such
application. The applicant shall furnish to said Board the list of his
creditors, a statement of the amounts originally owing and the nature of the
settlement in each case. The application shall be heard in accordance with
Regulation 540.03.

If the applicant fails to receive the approving vote of two-thirds of the
members of the Board present, the applicant shall be entitled to be balloted for
at two subsequent regular meetings of the Board to be designated by himself;
provided, however, that the three ballots to which the applicant shall be
entitled, shall be within six months from the date of his suspension, or until
such time as the membership is sold, or within such further extended time for
settlement as may have been granted by the Board. 124 (05/01/01)

275.00  Suspended or Expelled Member Deprived of Privileges - (See 561.00)
(08/01/94)

276.00  Suspended Member-Time for Settlement - If a person suspended under the
provisions of this Chapter fails to settle with his creditors and fails to apply
for reinstatement within (30) thirty days from the date of his suspension, or
within such further time as the Board may grant, or fails to obtain
reinstatement as elsewhere herein provided, his membership may be disposed of by
the Board.

The Board may, by a two-thirds vote of the members present, extend the time of
settlement for periods not exceeding one year each. 123 (06/01/99)

277.00  Discipline During Suspension - (See 562.00) (08/01/94)

278.00  Suspension for Default - Where a member, or any other person with
trading privileges, fails or refuses to (a) perform an Exchange contract with
(b) pay obligations arising out of such contracts to another member, or (c) pay
obligations owed to the Association, the defaulting member, on complaint of the
other member or, in the case of a debt owed to the Association, of the Treasurer
of the Association, shall, subject to the provisions of Regulation 540.06, be
suspended until the contract is performed or the debt satisfied. Registered
firms and corporations shall be deemed members under this Rule. Application for
reinstatement shall allege, under oath, that all such debts have been
discharged, and notice of such application shall be posted on the bulletin board
fifteen days prior to the hearing of such application pursuant to Rule 274.00.

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                                Ch2 Insolvency
                                --------------

Nothing in this Rule shall preclude disciplinary action for the violation of any
Rule or Regulation of the Association which contributed to the condition for
which the member is suspended under this Rule. 130 (12/01/96)

278.01  Arbitration of Default - If the member alleged to be in default pursuant
to Rule 278.00 denies the default, he shall be entitled to have the claim
arbitrated. If the claim is admitted or established by a final arbitration
award, the defaulting member shall be suspended until he has satisfied and
discharged the debts owing to members on Exchange contracts. (08/01/94)

285.01  Financial Questionnaire - Each member, registered eligible business
organization or wholly-owned affiliate of such member or registered eligible
business organization shall furnish to the Business Conduct Committee or the
Financial Compliance Committee, at such times as the Committee may designate, an
answer to a financial questionnaire in such form as the Committee may prescribe.
1781 (04/01/98)

285.02  Audits - The Business Conduct or Financial Compliance Committee may
require any member, registered eligible business organization or its wholly-
owned affiliates carrying margin accounts for customers or transacting business
involving the purchase and sale of cash commodities for customers, to cause to
be made as of the date of an answer to a financial questionnaire, an audit of
his or its assets, liabilities, accounts and affairs, including securities held
for safekeeping, in accordance with such audit requirements as may be prescribed
by said Committee, and to file with said Committee a statement to the effect
that such an audit has been made and that the answers to the questionnaire are
in accord therewith.

Such statement shall in the case of any such member of the Association not a
partner of a registered partnership, a manager of a registered limited liability
company, nor an officer of a registered corporation, be signed by such member.
In the case of a registered partnership, such statement shall be signed by two
general partners of the partnership, one of whom must be a member of the
Association. In the case of a registered corporation, such statement shall be
signed by at least two of the bona fide, active executive officers of the
corporation, one of whom must be a member of the Association whose membership is
registered on behalf of the corporation. In the case of a registered limited
liability company, such statement shall be signed by at least two managers of
the limited liability company, one of whom must be a member of the Association
whose membership is registered on behalf of the limited liability company. In
the case of a wholly-owned affiliate of a member, registered partnership,
registered limited liability company or registered corporation, such statement
must be signed as indicated above, as well as by an active executive officer of
the wholly-owned affiliate. The statement must also certify that a copy of it
has been made available to each general partner in the case of partnerships, to
each of the members of a limited liability company and in the case of
corporations each member of the Association whose membership is registered on
behalf of the corporation.

The signature of a partner of such partnership, a member of such limited
liability company or an officer of such corporation, may be waived by the
Committee at the discretion of the Committee.

Such above statement shall in all cases be attested to by the auditors and a
copy of the report of the audit signed by the auditors shall be retained as part
of the books and records of the member, registered partnership or registered
corporation. 1782 (04/01/98)


285.03  Notification of Capital Reductions - Any non-FCM member firm or firm
that has been approved to deliver against a CBOT contract or wholly-owned
affiliate of such for which the Financial Compliance Committee has established
capital requirements under the provisions of Rule 551.00 (f) must:

     Notify the Exchange in writing within two business days of any event or
     series of events, including any withdrawal, advance, loan or loss that, on
     a net basis, causes a twenty percent (20%) or more reduction of his or its
     Net Worth as last reported by submission of a financial statement or
     financial questionaire. Failure to so notify the Financial Compliance
     Committee shall be considered an act detrimental to the interest and
     welfare of the Association under Rule 504.00. (04/01/97)

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                                Ch2 Insolvency
                                --------------

285.04  Restrictions on Operations - (See 270.01) (08/01/94)

285.05  Financial Requirements -

A.   All member firms that are registered as Futures Commission Merchants must
     comply with the requirements set forth in the following CFTC Regulations:

     1.   1.10 - Financial reports of futures commission merchants; and

          a.   In addition to the requirements set forth in CFTC Regulation 1.10
               each FCM member firm must file:

               1.   An unaudited quarterly financial statement as of the firm's
                    fiscal year end; and

               2.   Submit with the certified year-end financial report a
                    reconciliation between the certified financial report and
                    the quarterly unaudited report; and

               3.   For all financial statement filings, submit a Statement of
                    Income (Loss) for the period between the date of the most
                    recent financial statement or, at the option of the member,
                    the most recent certified financial statement filed with the
                    Exchange; and

               4.   Each member FCM which also is a member of any other security
                    or commodity exchange or self-regulatory organization or
                    federal agency must promptly submit to the Exchange, unless
                    specifically exempted, copies of any financial statements
                    (for example, Focus Reports) submitted pursuant to the
                    requirements of those exchanges, organizations or agencies.

          b.   Statement Certification and Attestation Requirements:

               1.   For a member FCM which is a registered partnership,
                    financial report must be signed in a manner as determined by
                    the Exchange (i.e. - electronic or manual) by the individual
                    designated as the Chief Financial Officer (or as having
                    these responsibilities), in accordance with Chicago Board of
                    Trade Regulation 230.03(a), provided that he is a general
                    partner.

               2.   For a member FCM which is any type of eligible business
                    organization other than a partnership, financial reports
                    must be signed in a manner as determined by the Exchange
                    (i.e. - electronic or manual) by the individual designated
                    as the Chief Financial Officer (or as having these
                    responsibilities) in accordance with Chicago Board of Trade
                    Regulation 230.03(a).

               3.   An attestation letter must accompany all audited financial
                    reports which are filed with the Exchange, as well as any
                    financial reports which are not filed electronically. The
                    attestation letter must certify that copies of the financial
                    reports must be made available to: (a) each member of the
                    Chicago Board of Trade whose membership is registered for
                    the FCM: (b) each individual designated by the FCM, in
                    accordance with Regulation 230.03(a): and (c) each general
                    partner in the case of a partnership.

               4.   The signature of the Chief Financial Officer, or the person
                    who has these responsibilities, may be waived by the
                    Exchange, at the discretion of the Exchange. In the event of
                    such waiver, an FCM will be required, in the case of a
                    partnership, to have a general partner sign the financial
                    reports. In the case of any other type of eligible business
                    organization, the FCM will be required to have the Chief
                    Executive Officer sign the financial reports. In either
                    event, this individual must either be a member of the
                    Chicago Board of Trade, or must have been designated by the
                    FCM, in accordance with Regulation 230.03(a).

               5.   Financial report audited by an independent public accountant
                    must be attested to by the independent public accountant.

               6.   Financial reports which are filed through Exchange-approved
                    electronic transmission must be accompanied by the CBOT
                    assigned Personal

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                                Ch2 Insolvency
                                --------------

                    Identification Numbers (PINS) of the authorized signers. The
                    PIN number will constitute and become a substitute for the
                    manual signature of the authorized signer to the
                    electronically filed financial report. The PIN is a
                    representation by the authorized signer that, to the best of
                    his or her knowledge, all information contained in the
                    statement being transmitted under the PIN is true, correct
                    and complete.

               7.   The unauthorized use of a CBOT assigned Personal
                    Identification Number for electronic attestation by an
                    unauthorized party is forbidden.

     2.   1.12 - Maintenance of minimum financial requirements by futures
          commission merchants; and

     3.   1.16 - Qualifications and reports of accountants; and

     4.   1.17 - Minimum financial requirements for futures commission merchants
          and introducing brokers; and

     5.   1.18 - Records for and relating to financial reporting and monthly
          computation by futures commission merchants; and

     6.   1.20 through 1.30 - Customers' Money, Securities, and Property; and

     7.   1.32 - Segregated account; daily computation and record; and

     8.   30.7 - Treatment of foreign futures or foreign options secured amount.

     Notwithstanding the foregoing requirements, the CBOT may impose additional
     accounting, reporting, financial and/or operational requirements as
     determined necessary.

B.   For firms that are regular to deliver agricultural products see
     Appendix 4E.

C.   For firms that are regular to deliver Rough Rice see Appendix 37D.
     (07/01/00)

285.07  Member Joint Accounts - No member shall, directly or indirectly, hold
any interest or participate in any joint account for which a member participant
exercises discretionary trading authority and executes trades for buying or
selling any Chicago Board of Trade futures or options contracts unless each
participant in such joint account is a member or member organization and unless
such account is reported to and not disapproved by the Exchange. Such report
shall be in a form prescribed by the Exchange and shall be filed with the
Exchange before any transaction is effected on the Exchange for such joint
account. For the purposes of this regulation, a "joint account" shall mean: (1)
any account which is initially funded by two or more parties, all of whom have
an ongoing obligation to contribute additional funds to the account when
necessary; (2) any account in which two or more parties share a risk of loss of
the capital contributed to that account; and (3) any account where all of the
participants in the account own more than a 5% interest in the account. In
addition, a trading account which is funded via a loan shall be deemed a joint
account unless the terms of the loan demonstrate that it is a bona fide loan
that was made as a part of an arm's length transaction between the borrower and
the lender. (12/01/97)

285.08  Financial Arrangements - Each member who makes an arrangement to finance
his transactions must identify to the Exchange the source of the financing and
its terms. The Exchange must be informed immediately of the intention of any
party to terminate or change any such arrangement. (12/01/94)

285.09  Trading Associations - Each member who makes an arrangement to be on the
floor of the Exchange or on the Project A electronic trading system for the
purpose of making discretionary trading decisions and executing discretionary
trades for a firm must ensure that the firm is registered as a member firm of
the Exchange. (08/01/99)

286.00  Trades of Non-Clearing Members - On the first business day of each month
each clearing member who is creditor of any member as a result of debts related
to the conduct of business as a broker, trader or commission merchant shall
report to the Business Conduct Committee the name of each member whose unsecured
indebtedness to him is in the amount of five thousand dollars ($5,000) or more.
The Business Conduct Committee is authorized to furnish to any clearing member,

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                                Ch2 Insolvency
                                --------------

on written request, the names of all members or member firms, to whom a
specified member is indebted as reported hereunder, and the names of members and
member firms as reported pursuant to Rule 252.00(h).

The phrase "unsecured indebtedness" as used in the rules means the amount of
indebtedness in excess of collateral security valued in accordance with the
provisions of paragraph 3 and 4 of Regulation 431.02.

Failure of a member or member firm to report such indebtedness may be considered
to be an act detrimental to the interest or welfare of the Association under the
provisions of Rule 504.00 and may be relied on by the Board of Directors in
deciding not to allow a claim for such indebtedness under Rules 252.00 and
253.00. (08/01/94)

287.00  Advertising - No member shall publish any advertisement of other than
strictly legitimate business character. 604 (08/01/94)

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Ch2 Membership Interests

290.00  Market Categories - Each existing and prospective futures contract and
options contract traded on the Exchange shall be listed in one of the following
four market categories: Agricultural and Associated Market (AAM), Government
Instruments Market (GIM), Index, Debt and Energy Market (IDEM), and Commodity
Options Market (COM). The Board shall provide for the initial listing of such
futures contracts and options contracts by adopting Regulations and may alter
any such listing by amending these Regulations. No such listing shall affect any
of the rights of full or associate members or other persons with trading access,
except as may be specifically provided for herein. (08/01/94)

290.01  Agricultural and Associated Market (AAM) - The AAM consists of the
following futures contracts: soybeans, soybean meal, soybean oil, oats, wheat,
corn, anhydrous ammonia, diammonium phosphate, barge freight rate index, FOSFA
International Edible Oils Index, sunflower seeds, catastrophe insurance, rough
rice and silver. (11/01/94)

290.02  Government Instruments Market (GIM) - The GIM consists of the following
futures contracts: U.S. Treasury Bonds, U.S. Treasury Notes (6-10 years), U.S.
Treasury Notes (5 years), U.S. Treasury Notes (2 years), Long Term and Medium
Term Agency (Fannie Mae(R) Benchmark and Freddie Mac Reference) NotesSM,
Mortgage, Inflation-Indexed U.S. Treasury Bonds, Long-Term Inflation-Indexed
Treasury Notes, Medium-Term Inflation-Indexed Treasury Notes, German Government
Bonds, Canadian Government Bonds (10 year), Cash Settled U.S. Treasury Notes (2
years), Zero Coupon Treasury Bonds, Zero Coupon Treasury Notes, U.S. Treasury
Bills (90 days), Long-Term Japanese Government Bonds, Mortgage-Backed Futures,
GNMA-CDR, Domestic CDs, and Treasury Repos (30-day and 90-day) (when
designated). (06/01/01)

290.03  Index, Debt and Energy Market (IDEM) - The IDEM consists of the
following futures contracts: 30-Day Fed Fund, Portfolios (when designated),
Stock Indexes, Corporate Bond Index, Commercial Paper (30 days), Commercial
Paper (90 days), Municipal Bonds (when designated), Municipal Bond Index, Cash
Settled Three Year Interest Rate Swaps, Cash Settled Five Year Interest Rate
Swaps, Eurodollars, Crude Oil (when designated), Leaded Gasoline (when
designated), Unleaded Gasoline (when designated), Heating Oil (when designated),
Gold, Gold Coins (when designated) Plywood, Structural Panel Index, CBOT U.S.
Dollar Composite Index, CBOT Argentina, Brazil and Mexico Brady Bond Indexes,
U.S. Treasury Yield Curve Spread, ComEdTM and TVA Hub Electricity. (01/01/99)

290.04  Commodity Options Market (COM) - The COM consists of the following
options contracts: U.S. Treasury Bond Futures Options and all other options that
are listed for trading by the Exchange. (08/01/94)

291.00  GIM Membership Interest - A GIM Membership Interest is a personal right,
which shall entitle the holder thereof to trade as principal and broker for
others in all contracts listed in the GIM pursuant to Regulation 290.02. In
addition, the holder of a GIM Membership Interest may communicate from the Floor
of the Exchange with persons not on the Floor of the Exchange in the same manner
as may members, but only with respect to contracts traded in the GIM. An
eligible business organization may own a GIM Membership Interest on behalf of an
individual nominee who is a full-time employee of the eligible business
organization, provided that the Membership Committee determines that such GIM
Membership Interest is needed by the eligible business organization to carry on
its business at the Association and that all rights and obligations of the GIM
Membership Interest shall remain the exclusive responsibility of the individual
nominee. An eligible business organization which owns a GIM Membership Interest
may transfer it from one nominee to another individual employee of the eligible
business organization who has been duly approved for membership subject to the
provisions of Regulation 249.01(b).

(A)  A GIM Membership Interest shall not carry any voting rights on any matter
     which is the subject of a ballot vote of the general membership.

(B)  GIM Membership Interest holders, annually, may elect a Committee consisting
     of 11 GIM Membership Interest holders, including a Chairman thereof. The
     Chairman of this Committee shall be liaison to the Chairman of the Board.

(C)  In the event of full liquidation of the Association, the holder of a GIM
     Membership Interest shall


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     share in the proceeds from dissolution in an amount equal to eleven percent
     (.11) of a full member's share. No holder of a GIM Membership Interest
     shall have the right to share in any other distribution made by the
     Association.

(D)  No GIM Membership Interest shall carry with it the attributes of membership
     in the Association under the Fifth Article of the Certificate of
     Incorporation of the Chicago Board Options Exchange.

(E)  Each holder of a GIM Membership Interest shall be responsible for paying
     all dues, fees and assessments that are applicable to full memberships for
     each GIM Membership Interest held.

(F)  Each GIM Membership Interest may be sold or delegated according to the
     Rules and Regulations applicable to the sale and delegation of full and
     associate memberships. No GIM Membership Interest may be registered on
     behalf of an eligible business organization.

(G)  Each person who seeks to purchase or be delegated a GIM Membership Interest
     shall make application according to the Rules and Regulations governing
     applications for full and associate membership. Each such applicant shall
     be considered eligible to assume the rights and obligations of a GIM
     Membership Interest according to the procedures and standards that apply to
     full and associate members, as set forth in the Rules and Regulations.

(H)  Each holder of a GIM Membership Interest shall be subject to all Rules and
     Regulations of the Association including all specific duties and
     obligations imposed on such holders by the Rules and Regulations, as well
     as those duties and obligations imposed upon members or other approved
     persons under the Rules and Regulations; provided however, the Board may
     exempt holders of GIM Membership Interests from any such duty or obligation
     which is incompatible with, or in conflict with or unrelated to the duties
     performed by them. All references to "members" and "membership" in the
     Rules and Regulations shall apply with equal force to holders of GIM
     Membership interest and GIM Membership Interests, respectively, unless
     superseded or specifically negated by this Rule or by Rule 290.00 or Rule
     294.00 or the Regulations thereunder. (04/01/98)

292.00  IDEM Membership Interest - An IDEM Membership Interest is a personal
right, which shall entitle the holder thereof to trade as principal and broker
for others in all contracts listed in the IDEM pursuant to Regulation 290.03. In
addition, the holder of an IDEM Membership Interest may communicate from the
Floor of the Exchange with persons not on the Floor of the Exchange in the same
manner as may full members, but only with respect to contracts traded in the
IDEM. An eligible business organization may own an IDEM Membership Interest on
behalf of an individual nominee who is a full-time employee of the eligible
business organization, provided that the Membership Committee determines that
such IDEM Membership Interest is needed by the eligible business organization to
carry on its business at the Association and that all rights and obligations of
the IDEM Membership Interest shall remain the exclusive responsibility of the
individual nominee. An eligible business organization which owns an IDEM
Membership Interest may transfer it from one nominee to another individual
employee of the eligible business organization who has been duly approved for
membership subject to the provisions of Regulation 249.01(b).

(A)  An IDEM Membership Interest shall not carry any voting rights on any matter
     which is the subject of a ballot vote of the general membership.

(B)  IDEM Membership Interest holders, annually, may elect a Committee
     consisting of 11 IDEM Membership Interest holders, including a Chairman
     thereof. The Chairman of this Committee shall be liaison to the Chairman of
     the Board.

(C)  In the event of full liquidation of the Association, the holder of an IDEM
     Membership Interest shall share in the proceeds from dissolution in an
     amount equal to one-half of one percent (.005) of a full member's share. No
     holder of an IDEM Membership Interest shall have the right to share in any
     other distribution made by the Association.

(D)  No IDEM Membership Interest shall carry with it the attributes of
     membership in the Association under the Fifth Article of the Certificate of
     Incorporation of the Chicago Board Options Exchange.

(E)  Each holder of an IDEM Membership Interest shall be responsible for paying
     all dues, fees and assessments that are applicable to full memberships for
     each IDEM Membership Interest held.

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                           Ch2 Membership Interests
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(F)  Each IDEM Membership Interest may be sold or delegated according to the
     Rules and Regulations applicable to the sale and delegation of full and
     associate memberships. No IDEM Membership Interest may be registered on
     behalf of a eligible business organization.

(G)  Each person who seeks to purchase or be delegated an IDEM Membership
     Interest shall make application according to the Rules and Regulations
     governing applications for full and associate membership. Each such
     applicant shall be considered eligible to assume the rights and obligations
     of an IDEM Membership Interest according to the procedures and standards
     that apply to full and associate members, as set forth in the Rules and
     Regulations.

(H)  Each holder of a IDEM Membership Interest shall be subject to all Rules and
     Regulations of the Association including all specific duties and
     obligations imposed on such holders by the Rules and Regulations, as well
     as those duties and obligations imposed upon members or other approved
     persons under the Rules and Regulations; provided however, the Board may
     exempt holders of IDEM Membership Interests from any such duty or
     obligation which is incompatible with, or in conflict An eligible business
     organizationith or unrelated to the duties performed by them. All
     references to "members" and "membership" in the Rules and Regulations shall
     apply with equal force to holders of IDEM Membership Interest and IDEM
     Membership Interests, respectively, unless superseded or specifically
     negated by this Rule or by Rule 290.00 or Rule 294.00 or the Regulations
     thereunder. (04/01/98)

293.00  COM Membership Interests - A COM Membership Interest is a personal
right, which shall entitle the holder thereof to trade as principal and broker
for others in all contracts listed in the COM pursuant to Regulation 290.04. In
addition, the holder of a COM Membership Interest may communicate from the Floor
of the Exchange with persons not on the Floor of the Exchange in the same manner
as may full members, but only with respect to options contracts traded in the
COM. An eligible business organization may own a COM Membership Interest on
behalf of an individual nominee who is a full-time employee of the eligible
business organization, provided that the Membership Committee determines that
such COM Membership Interest is needed by the eligible business organization to
carry on its business at the Association and that all rights and obligations of
the COM Membership Interest shall remain the exclusive responsibility of the
individual nominee. An eligible business organization which owns a COM
Membership Interest may transfer it from one nominee to another individual
employee of the eligible business organization who has been duly approved for
membership subject to the provisions of Regulation 249.01(b).

(A)  A COM Membership Interest shall not carry any voting rights on any matter
     which is the subject of a ballot vote of the general membership.

(B)  COM Membership Interest holders, annually, may elect a Committee consisting
     of 11 COM Membership Interest holders, including a Chairman thereof. The
     Chairman of this Committee shall be liaison to the Chairman of the Board.

(C)  Upon the inception of options trading on the Exchange, and in the event of
     full liquidation of the Association, the holder of a COM Membership
     Interest shall share in the proceeds from dissolution in an amount equal to
     one-half of one percent (.005) of a full member's share. No holder of a COM
     Membership Interest shall have the right to share in any other distribution
     made by the Association.

(D)  No COM Membership Interest shall carry with it the attributes of membership
     in the Association under the Fifth Article of the Certificate of
     Incorporation of the Chicago Board Options Exchange.

(E)  Each holder of a COM Membership Interest shall be responsible for paying
     all dues, fees and assessments that are applicable to full memberships for
     each COM Membership Interest held.

(F)  Each COM Membership Interest may be sold or delegated according to the
     Rules and Regulations applicable to the sale and delegation of full and
     associate memberships. No COM Membership Interest may be registered on
     behalf of an eligible business organization.

(G)  Each person who seeks to purchase or be delegated a COM Membership Interest
     shall make application according to the Rules and Regulations governing
     applications for full and associate membership. Each such applicant shall
     be considered eligible to assume the rights and obligations of a COM
     Membership Interest according to the procedures and standards that apply to
     full and associate members, as set forth in the Rules and Regulations.

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                           Ch2 Membership Interests
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(H)  Each holder of a COM Membership Interest shall be subject to all Rules and
     Regulations of the Association including all specific duties imposed on
     such holders by the Rules and Regulations, as well as those duties and
     obligations imposed upon members or other approved persons under the Rules
     and Regulations; provided however, the Board may exempt holders of COM
     Membership Interests from any such duty or obligation which is incompatible
     with, or in conflict with or unrelated to the duties performed by them. All
     references to "members" and "membership" in the Rules and Regulations shall
     apply with equal force to holders of COM Membership Interest and COM
     Membership Interests, respectively, unless superseded or specifically
     negated by this Rule or by Rule 290.00 or Rule 294.00 or the Regulations
     thereunder.

(I)  Upon the effective date of any termination of commodity options trading by
     the Commodity Futures Trading Commission, all rights and privileges
     specified in this Rule shall automatically expire and become null and void.
     (04/01/98)

293.01  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Treasury Bond futures, Long-Term Municipal Bond Index futures,
Short-Term Treasury Note futures, Medium-Term Treasury Note futures or in Long-
Term Treasury Note futures from the Treasury Bond options trading pit provided
that such orders are for hedge purposes only. (09/01/97)

293.02  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Soybean futures from the
Soybean Options trading pit provided that such orders are for hedge purposes
only. (08/01/94)

293.03  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Corn futures from the Corn
Options trading pit provided that such orders are for hedge purposes only.
(08/01/94)

293.04  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Silver futures from the
Silver Options trading pit provided that such orders are for hedge purposes
only. (08/01/94)

293.05  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Long-Term Treasury Note futures, Long-Term Municipal Bond
Index futures, Medium-Term Treasury Note futures, Short-Term Treasury Note
futures or in U.S. Treasury Bond futures from the Long-Term Treasury Note
Options trading pit provided that such orders are for hedge purposes only.
(09/01/97)

293.06  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Long-Term Municipal Bond Index futures, Long-Term Treasury
Note futures, Medium-Term Treasury Note futures, Short-Term Treasury Note
futures or in U.S. Treasury Bond futures from the Long-Term Municipal Bond Index
Options trading pit provided that such orders are for hedge purposes only.
(09/01/97)

293.07  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Wheat futures from the Wheat
Options trading pit provided that such orders are for hedge purposes only.
(08/01/94)

293.08  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Soybean Meal futures from
the Soybean Meal Options trading pit provided that such orders are for hedge
purposes only. (08/01/94)

293.09  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Soybean Oil futures from the
Soybean Oil Options trading pit provided that such orders are for hedge purposes
only. (08/01/94)

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                           Ch2 Membership Interests
                           ------------------------

293.10  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Short-Term Treasury Note futures, Medium-Term Treasury Note
futures, Long-Term Treasury Note futures, Long-Term Municipal Bond Index futures
or in U.S. Treasury Bond futures from the Short-Term Treasury Note Options
trading pit provided that such orders are for hedge purposes only. (09/01/97)

293.12  IDEM Membership Rights - Holders of IDEM Membership Interests shall be
permitted to transmit orders verbally, by hand signals or in writing to brokers
in U.S. Treasury Bond futures, Long- Term Treasury Note futures, Short-Term
Treasury Note futures, or Medium-Term Treasury Note futures from the Municipal
Bond Index futures pit, provided that such orders are for hedge purposes only.
(08/01/94)

293.14  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Oat futures from the Oat
Options trading pit provided that such orders are for hedge purposes only.
(08/01/94)

293.15  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Medium-Term Treasury Note futures, Short-Term Treasury Note
futures, Long-Term Municipal Bond Index futures, Long-Term Treasury Note futures
or in U.S. Treasury Bond futures from the Medium-Term Treasury Note Options
trading pit provided that such orders are for hedge purposes only. (09/01/97)

293.16  IDEM Membership Rights - Holders of IDEM Membership Interests shall be
permitted to transmit orders verbally., by hand signals, in writing, or by any
other means deemed acceptable by the Board to brokers in options on CBOT(R) Dow
Jones Industrial AverageSM Index futures, from the CBOT(R) Dow Jones Industrial
AverageSM Index futures trading pit, provided that such orders are for hedge
purposes only. (11/01/97)

293.17  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, in writing, or by any
other means deemed acceptable by the Board to brokers in CBOT(R) Dow Jones
Industrial AverageSM Index futures, from the CBOT(R) Dow Jones Industrial
AverageSM Index options trading pit, provided that such orders are for hedge
purposes only. (11/01/97)

294.00  Membership Interest Participations - On April 30, 1982 there shall be
created one thou- sand four hundred and two (1,402) one-quarter participations
each in GIM Membership Interests, IDEM Membership Interests, and COM Membership
Interests. Each full member of the Association as of the close of business on
April 30, 1982 shall be entitled to receive as of May 3, 1982 a one-quarter
participation in a GIM Membership Interest, a one-quarter participation in an
IDEM Membership Interest and a one-quarter participat ion in a COM Membership
Interest for each full membership held by such full member. Further, on April
30, 1982 there shall be created a quantity of one-half participations each in
IDEM Membership Interests and COM Membership Interests equal to the number of
associate memberships that appear on the membership list of the Association as
of the close of business on April 30, 1982. Each associate member of the
Association as of the close of business on April 30, 1982 shall be entitled to
receive as of May 3, 1982 a one-half participation in an IDEM Membership
Interest and a one-half participation in a COM Membership Interest for each
associate membership held by such associate member. (08/01/94)

294.01  Transfer of Membership Interest Participations - One-quarter
participations in GIM Membership Interests, IDEM Membership Interests and COM
Membership Interests, and one-half participations in IDEM Membership Interests
and COM Membership Interests shall be transferable only to and among full,
associate and conditional associate members of the Association; GIM, IDEM and
COM Membership Interest holders; and member firms. Membership Interest
fractional participations may be sold or purchased by authorized individuals or
firms in accordance with the mechanics of the bid/ask market for Membership and
Membership Interests as set forth in Regulation 249.01(a) or may be transferred
intra-family between authorized individuals in accordance with the transfer
procedures set forth in Regulation 249.01(d), including the deposit requirement.
Membership Interest fractional participations may not be sold or transferred in
any other manner. (08/01/94)

294.02  Registration of Membership Interests - Any authorized person or firm who
acquires or

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                           Ch2 Membership Interests
                           ------------------------

accumulates four one-quarter participations in GIM Membership Interests may
surrender to the Association such four one-quarter participations for one GIM
Membership Interest, subject to meeting all qualifications required by the Rules
and Regulations relating to membership. Any authorized person or firm who
acquires or accumulates any combination of one-quarter and/or one-half
participations in IDEM Membership Interests that equals one full participation
may surrender to the Association such fractional participations for one IDEM
Membership Interest, subject to meeting all qualifications required by the Rules
and Regulations relating to membership. Any authorized person or firm who
acquires or accumulates any combination of one-quarter and/or one-half
participations in COM Membership Interests that equals one full participation
may surrender to the Association such fractional participations for one COM
Membership Interest, subject to meeting all qualifications required by the Rules
and Regulations relating to membership. Any person or firm who surrenders
participations in accordance with this Regulation shall pay a registration fee
as may be established by the Board. (08/01/94)

294.03  Dues and Assessments on Membership Interest Participations - No
authorized person who holds fractional participations in GIM, IDEM, or COM
Membership Interests shall be responsible for the payment of any dues, fees or
assessments in respect of such fractional participations. (08/01/94)

294.04  Accumulation of Membership and Membership Interest Participations by the
Board - The Board of Directors, in its discretion, may accumulate, pool and
require all outstanding fractional participations in Associate Memberships and
IDEM and COM Membership Interests to be surrendered between April 30, 1989 and
August 31, 1989. All such fractional participations in Associate Memberships and
IDEM and COM Membership Interests so surrendered shall be accumulated into full
Associate Memberships or IDEM or COM Membership Interests respectively and sold
at prevailing market prices to any individuals who are authorized to purchase
such Memberships or Membership Interests under the Rules and Regulations. The
proceeds from the sale of such Associate Memberships and IDEM and COM Membership
Interests shall be distributed pro- rata to those authorized persons
surrendering such fractional participations in Associate Memberships and IDEM
and COM Membership Interests in proportion to the number of such fractional
participations in Associate Memberships and IDEM and COM Membership Interests
respectively surrendered by the authorized person to the total number of such
fractional participations in Associate Memberships and IDEM and COM Membership
Interests respectively surrendered by all authorized persons. (08/01/94)

294.05  Time Limit for Accumulating AM Participations - To implement the
provisions of Rule 294.00, any member or associate member who accumulates one-
quarter AM participations and surrenders them for an associate membership by the
close of business on May 28, 1982 shall be entitled to receive as of June 1,
1982, in respect of each such associate membership, a one-half participation in
an IDEM Membership Interest and a one-half participation in a COM Membership
Interest. A sufficient quantity of such IDEM and COM Membership Interest
participations shall be created on May 28, 1982 to allow any such distribution.
(08/01/94)

294.06  Claims Procedures Regarding Membership Interest Fractional
Participations - Proceeds from the sale of a Membership Interest fractional
participation, and the deposit required for Membership Interest fractional
participations transferred pursuant to Regulations 249.01 (d) and 294.01, shall
be deemed to be subject to the provisions of Rule 252.00. Claims may be filed
against such proceeds in the same manner and subject to the same terms as set
forth in Rule 253.00 and Regulation 249.01 (e) with respect to the filing of
claims against the proceeds of the sale or transfer of a Membership or
Membership Interest. The Secretary shall provide notice of sales or transfers of
Membership Interest fractional participations in the same manner as he provides
notice pursuant to Regulation 249.01(e) of sales or transfers of Memberships and
Membership Interests. (08/01/94)

296.00  Elimination of GIM Membership Interests - Subject to the exceptions set
forth below, on the effective date of this Rule, each existing GIM Membership
Interest shall automatically become a one-half participation in an Associate
Membership; each unaccumulated one-quarter participation in a GIM Membership
Interest shall automatically become a one-eighth participation in an Associate
Membership; and status as a GIM Membership Interest holder or nominee shall
cease respectively for each individual who owns a GIM Membership Interest or is
a nominee of a firm-owned GIM Membership Interest. Fractional participations in
an Associate Membership shall carry no privileges of


                                      248


                           Ch2 Membership Interests
                           ------------------------

a Membership or Membership Interest, including but not limited to trading and
voting privileges.

(1)  With respect to individuals who own GIM Membership Interests, each
     individual who (a) applied for approval as a GIM Membership Interest holder
     prior to January 21, 1986, and whose application for such approval was
     pending as of January 21, 1986 and/or (b) acquired his current GIM
     Membership Interest as of January 21, 1986, or pursuant to a bid to
     purchase that was listed with the Exchange as of January 21, 1986, may
     continue as a GIM Membership Interest holder subject to all the privileges
     and obligations such Membership Interest entails. However, each GIM
     Membership Interest covered by this exception may only be sold or
     transferred as a one-half participation in an Associate Membership. The
     limitations on transfers of a GIM Membership Interest described in this
     Rule 296.00(1) shall not apply when (i) the transferor is the estate of a
     deceased membership interest holder and the transferee is the decedent's
     spouse and (ii) the GIM Membership Interest has not already been
     transferred pursuant to this sentence.

(2)  With respect to nominees of firm-owned GIM Membership Interests, each
     nominee who has had his current GIM Membership Interest assigned to him as
     of January 21, 1986, may, at the assigning firm's election, continue as a
     GIM Membership Interest nominee subject to all the privileges and
     obligations such Membership Interest entails. In addition, a firm shall be
     permitted to assign any GIM Membership Interest it owns to two consecutive
     nominees following the nominee who was assigned such Membership Interest as
     of January 21, 1986. However, each firm-owned GIM Membership Interest
     covered by this exception may only be sold as a one-half participation in
     an Associate Membership.

None of the foregoing shall preclude individuals covered by paragraph (1) or
firms covered by paragraph (2) from treating their GIM Membership Interests as
one-half participations in Associate Memberships and combining them with other
fractional participations in Associate Memberships. (11/01/99)

296.01  Transfer of Associate Membership Participations - In accordance with the
mechanics of the bid/ask market for Memberships and Membership Interests as set
forth in Regulation 249.01(a), member firms and individuals may purchase or sell
one-eighth or one-half participations in Associate Memberships created pursuant
to Rule 296.00 or Regulation 296.03. Individuals may also transfer Associate
Membership fractional participations in accordance with the transfer procedures
set forth in Regulation 249.01(d), including the deposit requirement. Associate
Membership fractional participations may not be sold or transferred in any other
manner. Each individual who acquires a fractional participation in an Associate
Membership but who is not a Full Member, Associate Member, GIM Membership
Interest holder or GIM Membership Interest nominee in good standing shall apply
for election to Associate Membership status under the same procedures and
requirements as are specified in Regulation 249.01(a)(iii) for purchasers of
Associate Memberships, and also shall be subject to the provisions of Regulation
249.01(a)(iv) and (v). However, any individual whose status as a GIM Membership
Interest holder or nominee automatically ceases pursuant to Rule 296.00 on the
effective date of such Rule shall have 60 days thereafter in which to acquire an
Associate Membership and become an Associate Member without applying for
election to Associate Membership status. Any individual required to apply for
Associate Membership status under this regulation and who is elected to such
status must acquire an Associate Membership within 60 days of notification of
such election or within such extension of this period as may be granted by the
Board of Directors. If he is unable to do so, he must, at his option, either re-
apply for Associate Membership status or take all necessary steps to effect a
sale of the Associate Membership fractional participations he has acquired
within 30 days of the end of the period specified in the preceding sentence.
(08/01/94)

296.02  Registration of New Associate Memberships - Any person or firm which
acquires and accumulates any combination of fractional participations in
Associate Memberships that equals one complete Associate Membership may
surrender such fractional participations to the Department of Member Services
for one Associate Membership, subject to meeting all qualifications required by
the Rules and Regulations relating to membership. Any GIM Membership Interest
holder or nominee in good standing who surrenders fractional participations
under this Regulation shall not be required to apply for election to Associate
Membership status. Once two or more fractional participations have been
combined, they may not be separated. (08/01/94)

296.03  Additional Associate Membership Participations or GIM Membership
Interests - The

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                           Ch2 Membership Interests
                           ------------------------

Board of Directors may at any time at its discretion create additional
fractional participations in Associate Memberships but only if necessary to
facilitate the combination of existing fractional participations into Associate
Memberships. The Board of Directors may also create new GIM Membership Interests
to sell to individuals who applied for approval as GIM Membership Interest
holders prior to January 21, 1986, and/or to individuals whose bids to purchase
GIM Membership Interests were on file with the Association as of January 21,
1986. Such new GIM Membership Interests shall be created and sold only if, in
the judgement of the Board, GIM Membership Interests are not otherwise available
to such individuals through bona fide purchases in the Exchange's bid/ask
market. (08/01/94)

296.04  Waiver of Transfer and Registration Fees - No fees shall be charged for
transfers of fractional participations in Associate Memberships effected through
the Exchange's bid/ask market or for registrations of new Associate Memberships
acquired by accumulation of fractional participations under Regulation 296.02.
(08/01/94)

296.05  Dues and Assessments - Associate Members shall pay full dues, fees and
assessments as provided for by the Association. However, each person or firm who
acquires an Associate Membership by the accumulation and surrender of fractional
participations pursuant to Regulation 296.02 shall be exempted from member dues
assessed on such Associate Membership pursuant to Rule 240.00 for a period of
twelve (12) consecutive calendar quarters beginning with the quarter following
the quarter in which the fractional participations for such Associate Membership
are surrendered. Only the original owner of each newly created Associate
Membership shall be eligible for the dues waiver referenced herein. (08/01/94)

296.06  Claims Procedures Regarding Associate Membership Participations - The
proceeds of Associate Membership fractional participation sales, and the deposit
required for Associate Membership fractional participations transferred pursuant
to Regulations 249.01(d) and 296.01, shall be deemed proceeds of membership for
purposes of Rule 252.00. Claims may be filed against such proceeds in the same
manner and subject to the same terms as set forth in Rule 253.00 and Regulation
249.01(e) with respect to the filing of claims against the proceeds of the sale
or transfer of a membership or membership interest. The Secretary shall provide
notice of sales or transfers of Associate Membership fractional participations
in the same manner as he provides notice pursuant to Regulation 249.01(e) of
sales or transfers of memberships and membership interests.

Interpretation - The Board of Directors adopted the following on April 17, 1990
as a formal rule interpretation which confirms established Exchange practice:

     "A person shall achieve Full Membership status (i.e. - Full Membership
voting rights and trading privileges) only through the purchase of a Full
Membership.

     The foregoing shall not affect the existing Exchange provisions for the
delegation, member firm transfer, or intra-family transfer of Full Memberships."
(08/01/94)

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     Ch3 Exchange Halls.............................................................................................  303
          300.00  Exchange Halls....................................................................................  303
          301.00  Admission to the Floor............................................................................  303
          301.01  Non-Members.......................................................................................  303
          301.02  Guest Badges......................................................................................  303
          301.03  Guests............................................................................................  303
          301.04  Press.............................................................................................  303
          301.05  Floor Clerks......................................................................................  303
          301.05  Floor Clerks......................................................................................  304
          301.07  Floor Clerk-Special Badges........................................................................  304
          301.08  Trainee Non-Members...............................................................................  305
          301.10  Twenty-Five Year Member...........................................................................  305
          301.11  AP................................................................................................  305
          301.12  Membership Floor Access Badges....................................................................  305
          305.00  Exchange Floor Fines..............................................................................  305
          310.00  Time and Place for Trading........................................................................  305
          310.01  Access to Trading Pit.............................................................................  305
          311.00  Hours for Trading.................................................................................  306
          311.00A Hours for Trading.................................................................................  306
          312.01  Holidays..........................................................................................  306
          313.00  Sundays or Holidays...............................................................................  306

     Ch3 Market Quotations..........................................................................................  307
          320.02  Wire and Other Connections........................................................................  307
          320.03  Decisions of Exchange.............................................................................  307
          320.04  Consent Required for Wires........................................................................  307
          320.05  Registration with Exchange........................................................................  307
          320.06  Notice of Discontinuance of Communications........................................................  307
          320.07A Telephones........................................................................................  307
          320.08  Conduct of Private Offices........................................................................  307
          320.09  Telephone Wires and Television....................................................................  307
          320.12  Radio Broadcasting................................................................................  308
          320.13  Commodity and Commodity Option Quotations.........................................................  308
          320.14  Transactions Made at other than Current Market....................................................  308
          320.15  Market Quotations.................................................................................  308
          320.16  Fast Quotations...................................................................................  308
          320.17  Authority of Pit Committees over Quotation Changes and Insertions.................................  309
          320.17A Authority of Pit Committees over Quotation Changes and Insertions.................................  309
          320.17B Authority of Pit Committees over Quotation Changes and Insertions.................................  309
          320.18  Authority of the Market Report Department and the Regulatory Compliance Committee over Quotation
                  Changes and Insertions............................................................................  309
          320.19  Opening and Closing Orders........................................................................  310
          321.00  Price Limits......................................................................................  310

     Ch3 Market Information.........................................................................................  311
          325.02  Foreign Crop Reports..............................................................................  311

     Ch3 Floor Practices............................................................................................  312
          330.00  Floor Brokers.....................................................................................  312
          330.00A Brokers and Clearing Members......................................................................  312
          330.01  Floor Broker and Floor Trader Registration........................................................  312
          330.02  Maintenance of Floor Broker and Floor Trader Registration.........................................  312
          330.03  Broker Associations...............................................................................  312
          330.04  Registration of Members Trading in U.S. Treasury Bond Futures.....................................  313


                                      301


                                                                                                                   
          331.01  Price of Execution Binding........................................................................  313
          331.01A Acceptable Orders.................................................................................  313
          331.02  Acceptable Orders.................................................................................  313
          331.03  All-Or-None Transactions..........................................................................  314
          331.04  Execution of Simultaneous Buy and Sell Orders for Different Account Owners........................  315
          332.00  Orders Must Be Executed in The Public Market......................................................  315
          332.01  Open Market Execution Requirement.................................................................  315
          332.01A Bidding and Offering Practices....................................................................  315
          332.01B Conformation with Section 1.39 of The Commodity Exchange Act......................................  315
          332.02  Trade Data........................................................................................  315
          332.03  Lost Orders.......................................................................................  316
          332.04  Records of Floor Traders..........................................................................  316
          332.041 Accountability of Trading Cards...................................................................  316
          332.05  Card Collection...................................................................................  316
          332.06  Records of Proprietary Orders.....................................................................  317
          332.07  Accountability of Trading Documents...............................................................  317
          332.08  CTR Recordkeeping and Data Entry Requirements.....................................................  317
          332.09  Member Trading for Another Member on the Trading Floor............................................  317
          332.10  Prohibition of Trading or Placing Verbal or Flashed Orders from the Clerks Step in Financial
                  Futures and Options Contracts.....................................................................  318
          333.00  Trades of Non-Clearing Members....................................................................  318
          333.01  Error Accounts....................................................................................  319
          333.02  Primary Clearing Members' Membership File Review..................................................  319
          333.03  Funds in Trading Accounts Carried by Clearing Members.............................................  319
          334.00  Trades of Non-Clearing Members....................................................................  320
          335.00  Bids and Offers in Commodities Subject to First Acceptance........................................  320
          336.00  Bids and Offers in Commodities Subject to Partial Acceptance......................................  320
          336.01  Guaranteeing Terms of Execution...................................................................  320
          337.01  Orders Involving Cancellations Accepted on a 'Not Held' Basis.....................................  320
          350.00  Trade Checking Penalties..........................................................................  320
          350.01  Failure to Check Trades...........................................................................  320
          350.02  Responsibility For Customer Orders................................................................  320
          350.03  Identification of Floor Trading Personnel and Floor Traders.......................................  321
          350.04  Errors and Mishandling of Orders..................................................................  321
          350.05  Floor Practices...................................................................................  322
          350.06  Give-Ups..........................................................................................  323
          350.07  Checking and Recording Trades.....................................................................  323
          350.08  Notification of Unchecked Trades..................................................................  323
          350.10  Exemption for Certain Joint Venture Products......................................................  324
          350.11  Resolution of Outtrades...........................................................................  324
          352.01  Spreading Transactions............................................................................  325
          352.01A Unacceptable Spread Orders........................................................................  326
          352.02  Joint Venture Intermarket and Inter-Regulatory Spreads............................................  327
          360.01  Pit Supervisory and Enforcement Authority of the Respective Pit Committees........................  327



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Ch3 Exchange Halls

300.00    Exchange Halls - The Board shall provide Exchange Halls which shall be
open for trading during such hours as the Board of Directors shall designate.
For the purpose of Exchange rules, Exchange Halls may be deemed to include an
approved automated order entry facility. Complete jurisdiction over the Exchange
Halls, all parts of the building and any automated systems of the Association is
vested in the Board. 69 (08/01/94)

301.00    Admission to the Floor - No one but a member shall make any
transaction or execute orders in securities or commodities traded in or upon the
Floor of the Exchange. No one but a member shall be admitted to the Floor of the
Exchange, except as provided by Regulations adopted by the Regulatory Compliance
Committee. 259 (08/01/94)

301.01    Non-Members - No non-member shall be admitted to the Floor of the
Exchange except as provided in this Chapter 3. Persons not wearing a valid badge
shall not be admitted to the floor of the Exchange. 1370 (08/01/94)

301.02    Guest Badges - The Safety and Security Department may, upon
application of a member, issue a badge to a guest of the Exchange or, upon its
own initiative, issue a badge to a guest permitting access to the floor of the
Exchange. 1371 (08/01/94)

301.03    Guests - All guests of a member shall be accompanied by a member while
on the Exchange Floor and shall obey all Rules and Regulations respecting floor
conduct established herein for members. Members shall be responsible for all
violations of the Chicago Board of Trade Rules and Regulations committed by
their guests and for resulting fines. 1372 (08/01/94)

301.04    Press - Annual courtesy cards to the Press, permitting admission to
the Exchange Hall, may be issued and recalled by the written authorization of
the Communications Department. 1373 (08/01/94)

301.05    Floor Clerks - With the prior approval of the Floor Conduct Committee,
or designated Exchange staff pursuant to delegated authority, a non-member
employee of a member or member firm registered under Rule 230.00 may be admitted
to the Exchange Floor upon the payment by the employer of such periodic fees as
may be established by the Finance Committee. No floor clerk shall be permitted
to enter the Exchange Floor without a badge. Floor clerks may perform only such
services and other clerical, telephone and informational duties as may be
specifically permitted by the Regulatory Compliance Committee. (See Appendix
3B.)

Floor clerks are strictly prohibited from soliciting orders. Floor clerks may
not be registered as an Associated Person except as provided in Regulation
301.07. They may communicate orders to the pit from their position or
communications instrument by use of hand signals or verbal notification. When
communicating orders in either fashion, a record must immediately be made and
time-stamped in accordance with Regulation 465.01.

Floor clerks are not permitted to run on the Exchange Floor or in the corridors
of the building and shall at all times maintain decorum. The Floor Conduct
Committee may recall floor clerk badges for cause and may exclude from the Floor
any non-member employee of any member.

The responsibility of conduct and appearance of employees on the Exchange Floor
shall be that of the member employer.

Notwithstanding Rule 420.00, nonmembers holding a Floor Clerk badge or a Broker
Assistant badge shall not have any interest whatsoever in a commodity futures or
commodity options account which contains positions in contracts traded on the
Exchange or the MidAmerica Commodity Exchange. No member or member firm may
jointly hold such an account with a nonmember Floor Clerk or Broker Assistant,
and no member firm may accept or carry any such account in which a nonmember
Floor

                                      303



Clerk or Broker Assistant holds any interest. Provided, however, that the
following shall apply to any person who has Associate Membership, Membership
Interest, or permit holder status on the Exchange or Membership status on the
MidAmerica Commodity Exchange and who also holds a Floor Clerk or Broker
Assistant badge:

Such person shall not trade for, or carry in his account or an account in which
he has any interest, any positions in contracts traded on the Exchange or the
MidAmerica Commodity Exchange except for those contracts which he is entitled to
trade as principal or broker for others by virtue of his Membership, Membership
Interest or permit holder status as referenced above.  However, a Member,
Membership Interest Holder or permit holder who holds a Broker Assistant badge,
and who stands in an area designated for broker assistants outside of a
financial futures or financial options pit, may carry in his account or an
account in which he has an interest, any positions in contracts traded on the
Exchange or the MidAmerica Commodity Exchange, provided that the orders for such
positions are placed through the normal customer order flow process.

These provisions shall not be interpreted to prohibit an individual from being
employed as a Floor Clerk or a Broker Assistant simply because another family
member is a member of the Exchange who trades for his or her own personal
account, whether such individual is employed by the family member or by another
member.  However, Floor Clerks and Brokers Assistrants are strictly prohibited
from initiating trades or advising on the initiation of trades for a family
member's account or any other account.

Violations of this Regulation shall be cause for suspension or revocation of a
person's floor access privileges and for suspension or expulsion of his
employer, or such other action as the Floor Conduct Committee may deem
appropriate, in accordance with the applicable procedures set forth in Chapter
5. In the event a floor clerk is registered as an Associated Person in violation
of this Regulation, after notice and for good cause shown, the Floor Conduct
Committee may cause such floor clerk's floor access keycard to be immediately
deactivated and take whatever other disciplinary action it deems necessary
consistent with this Regulation. Upon termination of the Associated Person
status, a floor clerk's keycard may be reactivated.

A non-clearing member holding a Floor Clerk or Broker Assistant badge shall be
required to notify his Primary Clearing Member, as defined in Rule 333.00, of
the name, address and immediate supervisor of the member or member firm by whom
he is employed as a Floor Clerk or Broker Assistant. Upon a Primary Clearing
Member's revocation of clearing authorization in accordance with Rule 333.00(c),
the Primary Clearing Member immediately shall give written notice to the member
or member firm who employs a non-clearing member as a Floor Clerk or Broker
Assistant that the non-clearing member's clearing authorization has been
revoked. A non-clearing member holding a Floor Clerk or Broker Assistant badge
shall be denied floor access privileges upon the revocation of clearing
authorization by his Primary Clearing Member. The floor  access privileges of a
non-clearing member who holds a Floor Clerk or Broker Assistant badge may be
reinstated upon the filing of a release with the Member Services Department by
the non-clearing member's Primary Clearing Member in accordance with Rule
333.00(d).  (04/01/97)

301.06    Floor Access by Annual Election Candidates and Non-Member (Public)
Directors -

The following are permitted physical access to the Floor of the Exchange:
a)   Candidates in the current year's Annual Election who:

     -    Have been nominated either by the Nominating Committee or by petition
          pursuant to Rule 102.00; and

     -    Do not already have Exchange Floor access by virtue of a membership
          privilege.

b)   Non-member (public) Directors on the Association's Board.

Individuals who are admitted to the Exchange Floor pursuant to this regulation
shall not be authorized thereby to execute trades or to perform any other
functions which are reserved to members or clerks on the Exchange Floor.
(06/01/00)

301.07    Floor Clerk-Special Badges - The Floor Conduct Committee, or
designated Exchange staff pursuant to delegated authority, may issue special
badges authorizing non-member employees of

                                      304


                              Ch3 Exchange Halls
                              ------------------

members or member firms to perform the duties of a "Floor Clerk" as defined in
Regulation 301.05. Such authorization shall be for a specific period not to
exceed two weeks. The Member Firm Staff Services Department shall maintain
proper records of these authorizations.

When such non-member employees are Associated Persons, such authorization may be
granted for a specific period not to exceed three business days but only if the
employer demonstrates to the satisfaction of the Floor Conduct Committee, or
designated staff pursuant to delegated authority, that it temporarily lacks
enough available Floor Clerks to meet its business needs. No particular employee
can be so authorized for more than three days in any calendar month.  Applicants
for membership may be issued special badges by the Exchange Services Department
for a period of ten business days.  (08/01/94)

301.08    Trainee Non-Members - The Floor Conduct Committee, or designated
Exchange staff pursuant to delegated authority, shall, upon written request
signed by a member and directed to the Secretary, issue badges to trainee non-
member employees of members or member firms, authorizing admission of such
trainees to the Exchange Hall. Such authorization shall be limited to a thirty-
day period as to any trainee and no member or member firm shall be allowed to
have more than one trainee on the Exchange Floor at any one time. Trainees may
perform the duties of a "Floor Clerk" as defined in Regulation 301.05. The
member or member firm which is the employer of the trainee shall be responsible
for his conduct while he is on the Floor. The Member Firm Staff Services
Department shall maintain proper records of these authorizations. No member or
member firm shall use the provisions of this Regulation to avoid the purchase of
a membership. 1377 (08/01/94)

301.10    Twenty-Five Year Member - When a member who has been a member for
twenty-five years or more transfers his Membership privilege or delegates the
rights and privileges of his Membership under Rule 221.00, said member shall be
issued an Honorary Membership Badge by the Secretary's Office which will entitle
the former member to access to the Trading Floor (with the exception of the
Trading Pits), and to remain on the Association's mailing lists. 1379 (11/01/94)

301.11    AP - With the prior approval of the Floor Conduct Committee, or
designated Exchange staff pursuant to delegated authority, an Associated Person
and an applicant for membership may be admitted to the Floor of the Exchange for
the limited purpose of observing various Floor activities of the members and
other privileged non-members who have been allowed access to the Floor. Such
admittance shall be limited to a period of two weeks (ten business days). 1380
(08/01/94)

301.12    Membership Floor Access Badges - Any member, membership interest
holder or delegate whose floor access trading privileges have been revoked,
suspended or lawfully discontinued for any reason must return the floor access
membership badge and access card to the Member Services and Member Firm Staff
Services Department within 30 days from the termination of floor access
privileges. Any failure to comply with this Regulation will be referred to the
Floor Conduct Committee.

Willful possession of a membership floor access badge or access cards by anyone
not then entitled to the privileges of that membership shall be an act
detrimental to the Association.  (09/01/00)

305.00    Exchange Floor Fines - (See 519.00) and (See 520.00A) (08/01/94)

310.00    Time and Place for Trading - Dealings upon the Exchange shall be
limited to the hours during which the Exchange is open for the transaction of
business, and no member shall make any transaction in securities with another
member except at the post designated for the particular security in which the
transaction is made and no member shall make any transaction for future delivery
of a commodity except in the pit assigned to trading in such commodity, except
as provided in Regulations 444.01, 444.03, and Chapter 9B. No member shall make,
in the rooms of the Association, a transaction with a non-member, in any
commodity or in any security admitted to dealing on the Exchange; but this
Regulation shall not apply to transactions with an employee of the Association
or of the Clearing House engaged in carrying out arrangements approved by the
Regulatory Compliance Committee to facilitate the borrowing and lending of
money. 258 (11/01/94)

310.01    Access to Trading Pit - Trading in any commodity or option thereon
shall be limited to an area specified by the Exchange Services Department. Non-
members shall not be authorized to enter the trading areas except as otherwise
provided in the Rules and Regulations. (08/01/94)

                                      305


                              Ch3 Exchange Halls
                              ------------------

311.00    Hours for Trading - (See 1007.00) (08/01/94)

311.00A   Hours for Trading - Your Rules and Floor Committees have given careful
consideration to reports of trading outside of the hours prescribed and
recommend enforcement of Rule 1007.00. We feel that disciplinary action is
warranted on any infractions.

Strict observance of the above requires that after the closing bell no orders
should be transmitted to the Floor, nor should any orders be accepted by brokers
for filling, nor should any public wire orders be sent to the pit,-all such
being reported back to senders 'received too late, market closed.'

All members should caution clients who want orders filled on or near the close
to enter such orders to be filled 'about the close,' so that the broker may
handle them properly. On the last trading day of a current month it is essential
that all orders to close contracts reach the traders in sufficient time to
permit filling without congestion.

Members who trade the options underlying the Soybean Meal, Soybean Oil, Oat and
Silver Futures markets may enter futures orders during the respective futures
markets' "closing call rotations" providing that the futures orders are entered
for the purpose of hedging an option position. 13R (04/01/99)

312.01    Holidays - The following days are declared to be holidays, to wit: New
Year's Day (January 1), Martin Luther King, Jr. Day (3rd Monday in January),
Washington's Birthday (3rd Monday in February), Good Friday, Memorial Day (last
Monday in May), Independence Day (July 4), Labor Day (1st Monday in September),
Thanksgiving Day (4th Thursday in November) and Christmas Day (December 25).

When any such holidays fall on Sunday, the Monday next following shall be
considered such holiday. When any such holidays fall on Saturday, the Friday
immediately preceding shall be considered such holiday. 1937 (12/01/99)

313.00    Sundays or Holidays - When a contract in commodities matures on
Sunday, or on a holiday, performance thereof shall be made on the preceding
business day. 256 (08/01/94)

                                      306


Ch3 Market Quotations

320.02    Wire and Other Connections - The privilege of telephonic or other wire
connection between the office of a member and the Exchange shall not be enjoyed
as a right of the member, but shall rest in the discretion of the Exchange.

The Exchange, in its discretion may grant or withhold such privilege from a
member, and, in its discretion, without being obliged to assign any reason or
cause for its action, may disconnect or cause to be disconnected any apparatus
or means for such communication or may deprive any member of the privilege of
using any public telephone or means of communication installed by the Exchange
for the use of members. This Regulation shall not apply to wire or other
connections relating to the Exchange's e-cbot system. 1031 (09/01/00)

320.03    Decisions of Exchange - Every decision of the Exchange, whereby a
member is deprived of any such privilege, shall be immediately posted upon the
bulletin board in the Exchange, and every member shall be deemed to have notice
thereof.

No member shall, after such notice shall have been posted directly or indirectly
furnish to the member named therein any facilities for communication between the
office of the member so named and the Floor of the Exchange or between the
office of the member so named and the office of any other member. 1032
(10/01/94)

320.04    Consent Required for Wires - No member shall establish or maintain
wire connection of any description whatsoever or permit wireless communication
between his office and the office of any nonmember corporation, firm, or
individual transacting a banking or brokerage business, without having first
obtained the approval of the Exchange therefor.

The applications for such connections or means of communication shall be in a
form prescribed by the Exchange.

The use of public telephone or telegraph service in such manner as to amount to
private connection shall be deemed to be within this Regulation. 1033
(08/01/94)

320.05    Registration with Exchange - Every such means of communication shall
be registered with the Exchange, together with the telegraphic, telephonic, or
wireless calls used in connection therewith; the Exchange may make such
requirements governing said matters as it shall deem necessary or desirable.
1034 (08/01/94)

320.06    Notice of Discontinuance of Communications - Notice of the
discontinuance of any such means of communication shall be promptly given to the
Exchange; and the Exchange shall have power, at any time in its discretion, to
order any such means of communication discontinued.

No such communication shall be other than by means of a wire or wireless system
approved by the Exchange. 1035 (08/01/94)

320.07A   Telephones - Exchange policy permits direct telephone communications
to the Trading Floor from the members or member firms to the table or booth of a
clearing member on the Trading Floor. 34R (08/01/94)

320.08    Conduct of Private Offices - The Exchange is empowered to examine into
the conduct of all private offices or places of business receiving the
continuous market quotations of the Association, and, in such places where the
Exchange shall deem the continuance of such service detrimental to the best
interests of this Association, the Exchange shall forthwith order a
discontinuance of the quotations and shall report the facts immediately to the
Finance Committee, which shall take whatever further action is necessary to
uphold the good name and dignity of this Association. 1040 (08/01/94)

320.09    Telephone Wires and Television - No member of this Association shall,
by messenger, signal, telephone, telegraph, or any other means whatsoever,
convey or transmit continuously the market quotations from the Floor of the
Exchange to any person, firm, or corporation located off the Floor of the
Exchange, except with the permission and pursuant to the requirements of the
Exchange. This does not prohibit ordinary conversation where dissemination of
quotations is not contemplated.

                                      307


                              Ch3 Market Quotations
                              ---------------------

Such permission for telephone wires, if granted, shall be subject to charges as
prescribed by Regulation 320.13. Such permission for closed-circuit television,
if granted, shall be subject to charges as may be prescribed by the Finance
Committee. 1041 (08/01/94)

320.12    Radio Broadcasting   -

(a) No member, firm, corporation or employee thereof shall transmit, by any kind
    of radio service, any market quotations, either securities, futures, cash
    grain on spot or to arrive, or any market information or gossip without the
    approval of the Exchange.

(b) No quotations except those prevailing at the opening of the market; and at
    each thirty minutes thereafter; and at the close of the market, may be used
    for broadcasting.

(c) Radio broadcasting stations must name the periods at which the quotations
    prevailed and designate them as furnished by the Board of Trade of the City
    of Chicago.

(d) No member, firm, corporation, or employee thereof shall in any manner claim
    or be given credit for furnishing information for radio service, except as
    provided in section (c) of this Regulation.

(e) Upon application, the Exchange may grant permission to individuals, firms,
    corporations, or employees thereof, to furnish the quotations of this
    Association to radio stations. The name of the individual, firm,
    corporation, or employees thereof, may be mentioned at the beginning and at
    the end of each period at which quotations are broadcast. In case there is
    more than one request to furnish this service at any location, the Exchange
    may divide the time equally upon a yearly basis. 1044 (08/01/94)

320.13    Commodity and Commodity Option Quotations - The transmission by
private wire or other means of market quotations of any commodity or commodity
option made on the Exchange shall be subject to the approval and control of the
Exchange. Such quotations shall include all bids, asks, and market prices of any
commodity or commodity option traded on the Exchange each business day between
the opening of trading in such commodity or option and until thirty minutes
after the close of such trading. Such quotations constitute valuable property of
the Board of Trade which are not within the public domain. The transmission and
receipt of such quotations shall be subject to such conditions, including the
payment of applicable fees, as the Exchange shall impose. Failure to comply with
such conditions shall subject any member receiving or distributing such
quotations to disciplinary action including suspension from the Association.
(08/01/94)

320.14    Transactions Made at other than Current Market - Transactions made at
a price above that at which the same futures contract or options series is
offered, or below that at which such futures or options contract is bid, are not
made at the current market price for such futures or options contracts and shall
be disallowed by the action of any two members of the relevant Pit Committee. If
so disallowed, such transactions shall not be reported or recorded by the
Exchange or, if already reported, shall be cancelled. A determination on whether
a price(s) should be disallowed must be made within 10 minutes after the Pit
Committee has been notified that the price has been called into question,
otherwise the quote(s) in question must stand. A determination pursuant to this
Regulation to disallow a transaction shall be final. (05/01/97)

320.15    Market Quotations - The reporter in each pit shall be the judge of
what constitutes a proper range of quotations to be sent out, subject to the
supervision of the Pit Committee in the respective pits.

Quotations sent out must be based on transactions made in the open market. The
term "open market" means a bid or an offer openly and audibly made by a public
outcry and in such a manner as to be open to all members in the pit at the time.

It is not permissible for members to reform a trade by changing the price at
which orders have been filled, nor to report as filled orders that have not been
filled. Any quotations based on a transaction made in the open market, already
distributed or sent out over the wire, shall not be cancelled except as provided
by Regulations 320.17, 320.18 and 320.14. (08/01/94)

320.16    Fast Quotations - Whenever price fluctuations in the pit(s) are rapid
and the volume of business is large, the pit reporter, upon authorization of the
Pit Committee Chairman or his designated representative from the Pit Committee,
shall cause the "FAST" symbol to be used in conjunction with

                                      308


                              Ch3 Market Quotations
                              ---------------------

all Exchange quotation displays and records. (The "FAST" symbol shall be
abbreviated "F" when used on Exchange quotation and display devices.) The Pit
Committee shall determine at what time "FAST" market conditions began and
terminated. When a market is designated "FAST", the Pit Reporter shall endeavor
to activate a "FAST" market indicator clearly visible to the entire trading
floor.

All prices in the range between those quoted immediately prior to and
immediately following the "FAST" market designation are considered officially
quoted whether or not such prices actually appear as trades on Exchange
quotation displays and records. There shall be no discontinuances.

The consequence of "FAST" market conditions is that a penetrated limit order may
not be able to be executed at the specified limit price.

In the event that a dispute arises concerning the execution of an order, the
fact that a market was designated "FAST" shall constitute evidence that market
conditions were rapid and volatile.  A "FAST" designation does not nullify or
reduce the obligations of the floor broker to execute orders with due diligence
according to the terms of the order.  Trading activities which violate the Rules
and Regulations of the Exchange remain violations under "FAST" market
conditions. (08/01/94)

320.17    Authority of Pit Committees over Quotation Changes and Insertions   -

(a) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may change an opening range only within 30 minutes after the opening of the
    commodity.

(b) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may change a closing range only within 15 minutes after the closing of the
    commodity.

(c) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may authorize the insertion of a quotation which affects a high or low at
    any time prior to 15 minutes after the closing of the commodity.

(d) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may authorize any quotation change or insertion which does not affect an
    open, high, low or close at any time prior to the opening of the commodity
    on the next business day.

No Pit Committee member may authorize any quotation change, insertion or
cancellation, if such individual has a personal or financial interest in such
change, insertion or cancellation.

All quotation changes, insertions, or cancellations must be authorized by at
least two Pit Committee members.  However, if there is only one Pit Committee
member who does not have a personal or financial interest in a change, insertion
or cancellation, that one Pit Committee member may authorize such change,
insertion or cancellation.

When a Pit Committee member is requested to authorize a quotation change,
insertion or cancellation, the relevant pit shall be notified of such request.
1037 (09/01/96)

320.17A   Authority of Pit Committees over Quotation Changes and Insertions -
Silver:

In respect to Quotation Changes and Insertions under Regulation 320.17 the Pit
Committee may change a closing range only within 20 minutes after the close of
Silver and may authorize the insertion of a quotation which affects a high and
low at any time prior to 20 minutes after the close of Silver. (08/01/94)

320.17B   Authority of Pit Committees over Quotation Changes and Insertions -
Futures Options (Puts and Calls) - In respect to Quotation Changes and
Insertions under Regulation 320.17, the Pit Committee may change a closing range
only within 30 minutes after the close of each Futures Options contract (Puts
and Calls) and may authorize the insertion of a quotation which affects a high
and low at any time prior to 30 minutes after the close of each Futures Options
contract (Puts and Calls). (08/01/94)

320.18    Authority of the Market Report Department and the Regulatory
Compliance Committee over Quotation Changes and Insertions -

(a) The Market Report Department may review and authorize any request for a
    quotation change or insertion which does not affect an open, high, low or
    close and which was not reviewed by the Pit Committee.

                                      309


                              Ch3 Market Quotations
                              ---------------------

(b) The Market Report Department may review and make recommendations to the
    Regulatory Compliance Committee on all requests for quotation changes and
    insertions which affect an open, high, low or close and are not encompassed
    by Regulation 320.17. The final disposition of such requests will be left to
    the Regulatory Compliance Committee. 1038 (09/01/94)

320.19    Opening and Closing Orders - For open outcry Regular Trading Hours,
orders entered prior to or on the opening (or resumption) of the market, as
applicable and orders effected by such opening (or resumption) orders, as
applicable shall not be required to be executed at a specified price due to the
unique and rapid market conditions existing during an opening or a resumption.
Similarly, orders entered for execution on the close of the market and orders
effected by such closing orders shall not be required to be executed at a
specific price due to the unique and rapid market conditions existing during a
close.


If stop orders are elected within the opening or resumption range, floor brokers
who are unable to execute those orders within the opening or resumption range,
as applicable, while diligently acting in conformity with the rules and
regulations of the Association, shall not be held liable.  Stop orders elected
during the opening (or resumption) range automatically become market orders and
should be executed at the prevailing market, which may or may not be within the
opening (or resumption) range.  If stop orders are elected within the closing
range, floor brokers who are unable to execute such orders, while diligently
acting in conformity with the rules and regulations of the Association, shall
not be held liable. (09/01/98)

321.00    Price Limits - The Regulatory Compliance Committee at any time, upon
ten hours' notice by Regulation, may provide that there shall be no trading
during any day in any grain, provisions, or cottonseed oil for delivery in any
specified month at prices more than a fixed limit above or below the average
closing price of the preceding business day. 83 (C.R. 1008.01) (08/01/94)

                                      310


Ch3 Market Information

325.02   Foreign Crop Reports - When a member, employing a crop reporter,
receives from the reporter a statement concerning foreign crop conditions to
which publicity is given, the member shall file immediately a verbatim copy of
the report in the office of the Secretary. 1802

(08/01/94)

                                      311


Ch3 Floor Practices

330.00    Floor Brokers - A member, who executes orders for another member and
who is not a member of the Clearing House, must immediately give up the name of
a clearing member. A floor broker trading for a member shall be liable as
principal for the performance of the contract except that in the case of
commodities his liability shall terminate when the transaction is accepted by
the principal. 200 (08/01/94)

330.00A   Brokers and Clearing Members - Trades between members of the Clearing
House must be confirmed within one hour by depositing at the office of the
Clearing House a check slip or memorandum giving the name of the buyer and
seller, the commodity sold, the amount thereof, the delivery month, and the
purchase price. 4R (08/01/94)

330.01    Floor Broker and Floor Trader Registration - No member may execute any
trade on the floor of the Exchange for any other person unless the member is
registered or has been granted a temporary license as a floor broker, nor may a
member execute any trades on the floor of the Exchange for his or her own
account unless the member is registered or has been granted a temporary license
as a floor trader, or has been granted a temporary license as a floor broker to
act as a floor trader, in accordance with Section 4f of the Commodity Exchange
Act and Commodity Futures Trading Commission Regulations 3.11 and 3.40, and such
temporary license or registration has not been terminated, revoked or withdrawn.

A floor broker or floor trader shall be prohibited from engaging in any
activities requiring registration, or from representing himself to be registered
or the representative or agent of any registrant, during the period of any
suspension of registration or membership privileges or the denial of floor
access.  Willful failure to comply with this Regulation may be deemed an act
detrimental to the interest of the Association. (08/01/94)

330.02    Maintenance of Floor Broker and Floor Trader Registration - Each
member registered as a floor broker or floor trader must promptly submit to the
Exchange any changes in the information contained in such member's registration
application (Form 8-R) or any supplement thereto. All floor brokers and floor
traders must review their registration information every three years in
accordance with Commodity Futures Trading Commission ("CFTC") Regulation
3.11(d). Additionally, the Exchange shall periodically require such members to
confirm that their floor broker registration applications contain complete and
accurate information.

Requests for withdrawal of floor broker or floor trader registration must be
made on Form 8-W and filed with the National Futures Association and the
Association in accordance with CFTC Regulation 3.33.

All registered floor brokers and floor traders periodically must attend ethics
training in accordance with the guidelines set forth in CFTC Regulation 3.34.
(08/01/94)

330.03    Broker Associations - Two or more Exchange members with floor trading
privileges, of whom at least one is acting as a floor broker, shall be required
to register with the Exchange as a Broker Association, within ten days after
establishment of the Broker Association, if they: (1) engage in floor brokerage
activity on behalf of the same employer, (2) have an employer and employee
relationship which relates to floor brokerage activity, (3) share profits and
losses associated with their brokerage or trading activity, or (4) regularly
share a deck of orders.

The Broker Association shall file its registration statement in a form provided
by the Exchange.  Such registration statement shall specifically disclose
whether the members of the broker association share commissions, profits, losses
or expenses associated with their brokerage or trading activity with each other
or with any other individual or entity.  In addition, such registration
statement shall disclose whether or not the members of the broker association
have any other business relationships with one another, whether related or
unrelated to Exchange business.  Members of the broker association shall be
required to provide information regarding such other business relationships,
including books and records relating to such businesses, upon the request of
OIA.  Any registration information provided to the Exchange which becomes
deficient or inaccurate must be updated or corrected promptly.

A member of a Broker Association shall be prohibited from receiving or executing
an order unless the Broker Association is registered with the Exchange.

                                      312


                              Ch3 Floor Practices
                              -------------------

Members of a broker association may not share profits or losses associated with
their personal trading activity by direct or indirect means.

No registered broker association or member thereof shall permit a non-member or
non-member firm to have any direct or indirect profit or ownership interest in a
registered broker association.  Moreover, no registered broker association or
member thereof shall permit a member who is not involved in the pre-execution or
execution of customer orders to have any direct or indirect profit or ownership
interest in a registered broker association.

The Board may establish limits on the percentage of trading between a member of
a broker association and (1) other members of broker associations with which he
is affiliated; or (2) members of other broker associations which are positioned
contiguously to his broker association in the trading pit.

Any such limits established by the Board shall take account of liquidity and
such other conditions, from contract to contract, and shall only apply to the
most active month or months of any contract.  Compliance shall be measured
separately for each full calendar month.

The Regulatory Compliance Committee may grant exceptions to the percentage
limits on intra-association  or contiguous association trading in circumstances
where a broker association can demonstrate that compliance with the limits may
reduce liquidity or impede the creation of new business in the affected market.
(04/01/98)

330.04    Registration of Members Trading in U.S. Treasury Bond Futures - Each
Exchange member with floor trading privileges who customarily stands on the top
step of the U.S. Treasury Bond futures pit shall be required to register with
the Exchange, identifying his affiliation, location and occupation or duties.
Such individuals shall file their registration statements in a form provided by
the Exchange. Any registration information provided to the Exchange which
becomes deficient or inaccurate must be updated or corrected promptly.
(09/01/94)

331.01    Price of Execution Binding - The price at which an order for
commodities is executed on the Exchange shall be binding notwithstanding the
fact that an erroneous report in respect thereto may have been rendered. A
member shall not guarantee the price of execution to any customer, but a floor
broker's or clearing firm's error in handling a customer order may be resolved
by a monetary adjustment in accordance with Regulation 350.04. 1841 (09/01/94)

331.01a   Acceptable Orders - Market orders to buy or sell, closing orders to
buy or sell, spread orders, straight limit orders to buy or sell, and straight
stop orders to buy or sell shall be permitted during the last day of trading in
an expiring future. Time orders, contingency orders of all kinds, market on
close intermonth spread orders involving an expiring future and cancellations
that reach the Trading Floor after 11:45 a.m. on the last day of trading in an
expiring future may involve extraordinary problems and hence will be accepted
solely at the risk of the customer. This Regulation shall only apply to open
outcry Regular Trading hours. 32R (09/01/98)

331.02    Acceptable Orders - The following orders are acceptable for execution
in this market.

(1). Market order to buy or sell - A market order is an order to buy or sell a
     stated amount of commodity futures contracts at the best price obtainable.

(2). Closing orders to buy or sell - A closing order to buy or sell is a market
     order which is to be executed at or as near the close as practicable or on
     the closing call in a call market.

(3). Limit order to buy or sell - A limit order is an order to buy or sell a
     stated amount of commodity futures contracts at a specified price, or at a
     better price, if obtainable.

(4). Stop order to buy or sell - A stop order to buy becomes a market order when
     the stop price is bid or a transaction in the commodity futures contracts
     occurs at or above the stop price. A stop order to sell becomes a market
     order when the stop price is offered or a transaction in the commodity
     futures contract occurs at or below the stop price.

(5). Stop limit order to buy or sell (where the price of the limit is the same
     as the stop price only) - A stop limit order to sell becomes a limit order
     executable at the limit price or at a better price, if obtainable when a
     transaction in the commodity futures contract is offered or occurs at or
     below the stop price. A stop limit order to buy becomes a limit order
     executable at the limit price or at a

                                      313


                              Ch3 Floor Practices
                              -------------------

     better price, if obtainable when a transaction in the commodity futures
     contract is bid or occurs at or above the stop price.

(6). DRT ("Disregard Tape" or "Not Held") Order - An order giving the floor
     broker complete discretion over price and time in execution of a trade,
     including discretion to execute all, some or none of the order.  It is
     understood the floor broker accepts such an order solely at the risk of the
     customer on a "not held" basis.

(7). All-Or-None order to buy or sell - An order to be executed only for its
     entire quantity at a single price and with a size at or above a
     predetermined threshold.  Such orders must be executed in accordance with
     Regulation 331.03.

Orders other than those listed above will be accepted solely at the broker's
discretion on a not held basis. This Regulation shall only apply to Regular and
Night trading hours. (07/01/00)

331.03  All-Or-None Transactions - Board of Directors shall determine the
minimum thresholds for and the commodities in which All-Or-None transactions
shall be permitted.  The following provisions shall apply to All-Or-None
trading:

(a)       A member may request an All-Or-None bid and/or offer for a specified
          quantity at or in excess of the applicable minimum threshold
          designated. The request shall be made during the hours of regular
          trading in the appropriate trading area.


(b)       A member may respond by quoting an All-Or-None bid or offer price. A
          bid or offer in response to an All-Or-None request shall be made only
          when it is the best bid or offer in response to such request, but such
          price need not be in line with the bids and offers currently being
          quoted in the regular market.


(c)       A member shall not execute any orders by means of an All-Or-None
          transaction unless the order includes specific instructions to execute
          an All-Or-None transaction or the All-Or-None bid offer is the best
          price available to satisfy the terms of the order.


(d)       An All-Or-None bid or offer may only be accepted by a single member
          for the total amount offered or bid. No partial fills are permitted.


(e)       The price at which an All-Or-None transaction is bid, offered or
          executed will not elect conditional orders (e.g., limit orders, stop
          orders, etc.) in the regular market or otherwise affect such orders.


(f)       All-Or-none transactions must be reported to the reporter in each pit
          who shall record the price quotes for All-Or-None transactions.


(g)       A member who has received both buying and selling All-Or-None orders
          from different account owners for the same commodity and the same
          delivery month, or, for options, the same option, may execute such
          orders for and directly between such account owners provided that the
          member shall first bid and offer openly and competitively by open
          outcry at the same price, stating the number of contracts. If neither
          the bid nor the offer is accepted within a reasonable time, the orders
          may then be matched by the member in the presence of a member of the
          Pit Committee. The member making the trade shall clearly identify it
          on the order or other document used to record the trade, shall note
          thereon the time of execution to the nearest minute, and shall present
          such record to such member of the Pit Committee for verification and
          initialing. Each such transaction shall be recorded by such Pit
          Committee member on a cross-trade form that shall show the trade data
          and be made a matter of permanent record by the Exchange. (07/01/00)

                                      314


                              Ch3 Floor Practices
                              -------------------

331.04    Execution of Simultaneous Buy and Sell Orders for Different Account
Owners - A member who has received both buying and selling orders from different
account owners for the same commodity and the same delivery month or, for
options, the same option, may execute such orders for and directly between such
account owners provided that the member shall first bid and offer openly and
competitively by open outcry at the same price, stating the number of contracts.
If neither the bid nor the offer is accepted within a reasonable time, the
orders may then be matched by the member in the presence of a member of the Pit
Committee. If either the bid or the offer is accepted in part, the remainder of
the orders may be matched pursuant to the requirements of this Regulation. The
member making the trade shall clearly identify it on the order or other document
used to record the trade, shall note thereon the time of execution to the
nearest minute, and shall present such record to such member of the Pit
Committee for verification and initialing.

Each such transaction shall be recorded by such Pit Committee member on a cross-
trade form that shall show the trade data and be made a matter of permanent
record by the Exchange. (07/01/2000)


332.00    Orders Must Be Executed in The Public Market - All orders received by
any member of this Association, firm or corporation, doing business on Change,
to buy or sell for future delivery any of the commodities dealt in upon the
Floor of the Exchange (except when in exchange for cash property) must be
executed competitively by open outcry in the open market in the Exchange Hall
during the hours of regular trading and, except as specifically provided in
Regulations 331.03, 331.04 and 350.10 under no circumstances shall any member,
firm or corporation assume to have executed any of such orders or any portion
thereof by acting as agent for both buyer and seller either directly or
indirectly, in their own name or that of an employee, broker or other member of
the Association; provided, that on transactions where brokers as agents for
other members meet in the execution of orders in the open market and without
prearrangement unintentionally consummate a contract for the one and same
clearing member principal, such transactions shall not be considered in
violation of this Rule. 202A (07/01/00)

332.01    Open Market Execution Requirement - All futures transactions resulting
in change of ownership (except those involving the exchange of futures in cash
transactions) must be made in the open market in the manner prescribed by Rules
332.00 and 310.00. 1866 (08/01/94)

332.01A   Bidding and Offering Practices - Bidding and offering practices on the
Floor of the Exchange must at all times be conducive to competitive execution of
orders, as required by Rule 332.00. Bids or offers of 'all the way to,' 'all you
have up (or down) to, 'everything you have up (or down) to,' and similar
expressions, are not conducive to competitive execution of orders, and are
expressly deemed to be in violation of Rule 332.00. 47R (08/01/94)

332.01B   Conformation with Section 1.39 of The Commodity Exchange Act - The
Board of Directors at their regular meeting held on Tuesday, September 6th,
1955, ruled that inasmuch as the Chicago Board of Trade has no Rule that
conforms to Section 1.39 of the Commodity Exchange Act, Rule 332.00 of the
Board's Rules and Regulations prevails. 28R (08/01/94)


332.02    Trade Data - Each member executing transactions on the Floor of the
exchange shall enter or cause to be entered on the record of those transactions
an indicator designating the time bracket within the trading session in which
each execution occurred. Each clearing member shall enter only the bracket
information submitted to the clearing member by the member executing the trades
in the designated form on the record of transactions submitted to the Clearing
House. The brackets and their designations will be as follows:

                                                                                    
7:00-7:15 a.m.              A        11:30-11:45 a.m.         S           5:00-5:15 p.m.           A
--------------------------------------------------------------------------------------------------------
7:15-7:30 a.m.              B        11:45-12:00 noon         T           5:15-5:30 p.m.           B
--------------------------------------------------------------------------------------------------------
7:30-7:45 a.m.              C        12:00-12:15 p.m.         U           5:30-5:45 p.m.           C
--------------------------------------------------------------------------------------------------------
7:45-8:00 a.m.              D        12:15-12:30 p.m.         V           5:45-6:00 p.m.           D
--------------------------------------------------------------------------------------------------------
8:00-8:15 a.m.              E        12:30-12:45 p.m.         W           6:00-6:15 p.m.           E
--------------------------------------------------------------------------------------------------------
8:15-8:30 a.m.              F         12:45-1:00 p.m.         X           6:15-6:30 p.m.           F
--------------------------------------------------------------------------------------------------------
8:30-8:45 a.m.              G          1:00-1:15 p.m.         Y           6:30-6:45 p.m.           G
--------------------------------------------------------------------------------------------------------
8:45-9:00 a.m.              H          1:15-1:30 p.m.         Z           6:45-7:00 p.m.           H
--------------------------------------------------------------------------------------------------------


                                      315


                             Ch3 Floor Practices
                             -------------------


--------------------------------------------------------------------------------------------------------
                                                                                  
   9:00-9:15 a.m.        I        1:30-1:45 p.m.           2          7:00-7:15 p.m.             I
--------------------------------------------------------------------------------------------------------
   9:15-9:30 a.m.        J        1:45-2:00 p.m.           3          7:15-7:30 p.m.             J
--------------------------------------------------------------------------------------------------------
   9:30-9:45 a.m.        K        2:00-2:15 p.m.           4          7:30-7:45 p.m.             K
--------------------------------------------------------------------------------------------------------
  9:45-10:00 a.m.        L        2:15-2:30 p.m.           5          7:45-8:00 p.m.             L
--------------------------------------------------------------------------------------------------------
 10:00-10:15 a.m.        M        2:30-2:45 p.m.           6          8:00-8:15 p.m.             M
--------------------------------------------------------------------------------------------------------
 10:15-10:30 a.m.        N        2:45-3:00 p.m.           7          8:15-8:30 p.m.             N
--------------------------------------------------------------------------------------------------------
 10:30-10:45 a.m.        O        3:00-3:15 p.m.           8          8:30-8:45 p.m.             O
--------------------------------------------------------------------------------------------------------
 10:45-11:00 a.m.        P        3:15-3:30 p.m.           9          8:45-9:00 p.m.             P
--------------------------------------------------------------------------------------------------------
 11:00-11:15 a.m.        Q                                            9:00-9:15 p.m.             Q
--------------------------------------------------------------------------------------------------------
 11:15-11:30 a.m.        R                                            9:15-9:30 p.m.             R
--------------------------------------------------------------------------------------------------------


The first time bracket in the trading session of each respective commodity will
be less than 15 minutes, as determined by the Regulatory Compliance Committee
for each particular contract, and will be designated by a "dollar" sign "$".

The last time bracket in the trading session of each respective commodity will
be one minute or less, as determined by the Regulatory Compliance Committee for
each particular contract, and will be designated by a "percent" sign "%";
provided however, that each respective contract market's close may be expanded
or reduced by an amount of time which shall not exceed one minute due to unique
market conditions on a particular trade date as determined in the discretion of
each commodity's Pit Committee; any closing period other than that established
by the Regulatory Compliance Committee shall be communicated to the market at
least five minutes prior to the commencement of the revised close for that date.

The modified closing call in the trading session of each respective commodity
will be designated by a "pound" sign "#".

If the member executing the trades does not submit a bracket designation to the
clearing member, the clearing member shall enter "?" as the bracket designation
when submitting the record of such transaction to the Clearing House. 1979
(09/01/94)

332.03    Lost Orders - Any broker who has reason to believe that an order has
been lost or misplaced, shall immediately notify the Secretary of the Exchange,
who shall thereupon have the matter investigated. (08/01/94)

332.04    Records of Floor Traders - Each member executing transactions on the
Floor of the Exchange for his or her personal account [Type 1 trades as defined
in CFTC Regulation 1.35(e)] must execute such transactions on the Floor of the
Exchange using pre-printed sequentially pre-numbered trading cards. A new
trading card must be used at the beginning of each time bracket as designated in
Regulation 332.02.

Each member must record the transactions in exact chronological order of
execution on sequential lines of the trading card (no lines may be skipped).
Provided, however, that if lines remain after the last execution recorded on a
trading card, the remaining lines must be marked through.  All transactions
which are recorded on a single trading card must be recorded on the same side of
such trading card.  No more than six transactions may be recorded on each
trading card.

The trading cards must contain pre-printed member identification which will
include, but will not be limited to, the trading acronym and the full name of
the member.  The trading cards must also contain preprinted bracket
designations. (01/01/96)

332.041   Accountability of Trading Cards - Each member executing transactions
on the Floor of the Exchange, and his clearing member(s), shall establish and
maintain procedures that will assure the complete accountability of all pre-
printed sequentially pre-numbered trading cards used by such member on a daily
basis. Such trading cards must be distinguishable from other trading cards used
by the member during a one week period. (08/01/94)

332.05    Card Collection - At such times and in such manner as designated by
the Regulatory Compliance Committee, each member shall provide his clearing
member with trading documents which are relied upon for transactional
information necessary for submission to the clearing system

                                      316


                              Ch3 Floor Practices
                              -------------------

containing those trades that have been executed thus far during that day.
Trading documents include trading cards of members' personal and proprietary
trades, trading cards of one member reflecting trades of another member (CTI 3
pursuant to CFTC Regulation 1.35 (e)) and floor order tickets.

A member may correct any errors on trading documents by crossing out erroneous
information without obliterating or otherwise making illegible any of the
originally recorded information.  Alternatively, with regard to trading cards
only, a member may correct any errors by rewriting the trading card.  However,
if a trading card is rewritten to correct erroneous information, the member
shall provide his clearing member with the top ply of the original trading card,
or in the absence of plies, the original trading card, which has been
subsequently rewritten, in accordance with the same collection schedule
designated by the Regulatory Compliance Committee for trading documents relied
upon for clearing purposes.

Following the collection of the above-stated documents, the clearing member
shall ensure that all such documents receive an Exchange-designated time stamp
upon collection. (12/01/96)

332.06    Records of Proprietary Orders - Immediately upon receipt on the Floor
of the Exchange of an order from a proprietary or house account (Type 2 trades
as defined in CFTC Regulation 1.35(e)) each member or registered eligible
business organization shall prepare a written record of the order. It shall be
dated and time stamped when the order is received and shall show the account
designation.

Such written records of proprietary orders of both clearing and non-clearing
member firms need not be prepared if the members executing such transactions on
the Floor of the Exchange are employed by such member firms and meet the
recordkeeping requirements set forth in Regulation 332.04.  However, such
members must register with the Exchange and may not trade for their personal
accounts.  The executing members may record proprietary orders in this manner if
they have initiated such orders, or if their employing firm has placed
proprietary orders with them for execution. (10/01/00)

332.07    Accountability of Trading Documents - A member is accountable for all
documents used in the execution of trades, including trading cards used for his
personal account and other documents used by the member in the execution of
trades made for others.

Floor brokers who record flashed order executions on broker cards must record on
the broker card, the corresponding clearing firm number and order ticket number
for every flashed order execution.  In addition, floor brokers who record
flashed order executions on broker cards must use non-erasable ink and may
correct any errors by crossing out the erroneous information without
obliterating or otherwise making illegible any of the originally recorded
information. (12/01/96)

332.08    CTR Recordkeeping and Data Entry Requirements - Pursuant to
Regulations 332.02, 332.04, 332.041, 332.05, 332.06 and 332.07 and 332.09, each
member and member firm shall keep, in an accurate and complete manner, all books
and records required to be made or maintained under the Rules and Regulations
regarding submission of data to the Exchange or the Clearing Corporation for CTR
purposes. All trade data submissions must be done in a correct and timely
manner.

Trade data includes, but is not limited to, the time bracket, executing broker,
opposite broker, transaction type, customer type indicator ("CTI") code [as
defined in CFTC Regulation 1.35 (e)], trade timing and trade sequencing
information.

If the member executing the trade does not provide the required data to the
clearing member, the clearing member shall enter "?" as the designation when
submitting the record of such transaction to the Clearing House. If the trade
cannot clear without the specific information, it is the clearing firm's
obligation to enter a "?" designation and to obtain promptly from the member who
executed the trade the complete and correct information concerning the trade.
(08/01/94)

332.09    Member Trading for Another Member on the Trading Floor -

(a) At the time of execution, every order, which is not reduced to writing, that
    a member receives from another member who is present on the trading floor
    must be recorded. The member executing the order must record the time of
    execution to the nearest minute on the trading card or other document used
    to record the trade and must return this card or document to the initiating
    member.

    A member placing a verbal order, except for orders involving options-futures
    combinations and other spread trades where the initiating member personally
    executes at least one leg of the spread,

                                      317


                              Ch3 Floor Practices
                              -------------------

    shall simultaneously make a written record of the order and record the time
    of placement to the nearest minute. The order and the time shall be recorded
    on the member's trading card, which shall be in sequence with other trading
    cards used by that member. The trading card used to record the placement of
    the verbal order and the trading card or document used to record the
    execution of the order must be submitted together to the clearing member by
    the member placing the order or designated representative in accordance with
    the collection schedule established by the Exchange.

(b) Every written order that is initiated by a member for his own account while
    on the Exchange floor must be dated and time stamped upon transmission for
    execution, and when returned or, in the case of an arbitrage or a flashed
    transaction, when confirmed or cancelled. (08/01/94)

332.10    Prohibition of Trading or Placing Verbal or Flashed Orders from the
Clerks Step in Financial Futures and Options Contracts - Any Exchange member who
performs the functions of a floor clerk or broker assistant who also stands in
the area designated for broker assistants in any financial future or option pit
which is clearly defined as the area behind the top step is prohibited from
placing verbal orders or flashed orders for his personal account while standing
in that location. Such members are also prohibited from executing trades while
standing in this location. For the purposes of this Regulation, trading is
defined as executing trades for one's personal account, an account of another
member or a customer. Such members may only enter orders for their personal
accounts by placing such orders through the normal customer order flow process
which requires that the member leave the pit to place an order. (07/01/97)

333.00    Trades of Non-Clearing Members -

(a) PRIMARY CLEARING MEMBER. Each non-clearing member who executes trades on
    Change must have one and only one Primary Clearing Member who will accept
    and clear the member's personal trades. A written authorization must be on
    file with the Member Services Department authorizing such non-clearing
    member, without qualification, to submit trades through such Primary
    Clearing Member, and designating such clearing member as the non-clearing
    member's Primary Clearing Member. Such Primary Clearing Member acts as
    Commission merchant for the non-clearing member. Such Primary Clearing
    Member, acting as commission merchant, shall be liable upon all trades made
    by the non-clearing member for the account of the Primary Clearing Member
    (unless authorization is revoked as provided in (c) below) and shall be a
    party to all disputes arising from trades between the authorized non-
    clearing member and another member or member firm made for the account of
    the Primary Clearing Member.

(b) OTHER CLEARING MEMBERS.  A non-clearing member may have one or more clearing
    members, in addition to his Primary Clearing Member, through whom he may
    also clear his trades, provided he has written permission to do so from his
    Primary Clearing Member. However, as provided in Rule 252.00, such clearing
    member's claims shall be subordinated to the claims of the Primary Clearing
    Member(s). Such written permission of the Primary Clearing Member must be
    filed with the Member Services Department. Written authorization from the
    other clearing member, authorizing the nonclearing member to make trades  on
    Change for the account of the clearing member, must also be filed with the
    Member Services Department. Thereafter, such clearing member acting as
    commission merchant, shall be liable upon all trades made by the non-
    clearing member for the account of the clearing member (unless authorization
    is revoked as provided for in (c) below) and shall be a party to all
    disputes arising from trades between the authorized non-clearing member and
    another member or member firm made for the account of the clearing member.
    Notwithstanding the above, a non-clearing member may only obtain clearing
    authorization for transactions entered through the e-cbot system from a
    single clearing member in accordance with 9B.08.

(c) REVOCATION OF AUTHORIZATION. A revocation of authorization, either by a
    Primary Clearing Member or another clearing member, must, to be effective,
    be in writing and be posted by the Secretary upon the bulletin board of the
    Exchange. A non-clearing member whose Primary Clearing Member has revoked
    authorization shall be denied access to the Floor until another clearing
    member has designated itself as the non-clearing member's Primary Clearing
    Member, pursuant to (a) above. Revocation of a non-clearing member's
    authorization to execute transactions through the e-cbot system shall be in
    accordance with 9B.08.

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                              Ch3 Floor Practices
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(d) The non-clearing member will not be permitted to submit a new primary
    clearing member authorization or clear trades through a new primary clearing
    member until such time as the former primary clearing member files a release
    with the Member Services Department. A primary clearing member who has
    revoked primary clearing member status to a non-clearing member must give
    the non-clearing member release upon the non-clearing member's request when
    the non-clearing member has obtained a new primary clearing member unless
    (1) the non-clearing member has current debts related to the conduct of
    business as a broker, trader or commission merchant at the primary clearing
    member equal to or greater than the amount specified in Rule 286.00; or (2)
    the clearing member is the guarantor under an existing valid guarantee of a
    loan which had been made to the non-clearing member exclusively for the
    purpose of financing the purchase of the non-clearing member's membership,
    such guarantee in an amount equal to or greater than the amount specified in
    Rule 286.00.

(e) PRIORITY OF DEBTS FOR PURPOSES OF RULE 252.00. Upon transfer of the non-
    clearing member's membership, any indebtedness owed to a former Primary
    Clearing Member at the time of revocation which was incurred subsequent to
    authorization and which continues to be owed such former Primary Clearing
    Member(s) shall be paid in the chronological order of revocation (oldest
    debt first), in the manner and to the extent allowed under Rule 252.00. 204
    (09/01/00)

333.01    Error Accounts -

(a) Each non-clearing member who acts as a floor broker or is registered with
    the Commodity Futures Trading Commission or a registered futures association
    as a floor broker (i) shall maintain a personal account with his Primary
    Clearing Member into which he places brokerage errors; (ii) may maintain
    personal error accounts at one or more secondary clearing members, in
    addition to his Primary Clearing Member, provided he has written permission
    to do so from his Primary Clearing Member on file with Member Services
    Department.

(b) Each clearing member who carries an error account agrees to accept and clear
    the broker's trades involving brokerage errors. A written authorization must
    be filed with the Member Services Department authorizing the broker, without
    qualification, to submit trades involving brokerage errors through such
    clearing member. Such clearing member shall be liable upon all trades
    involving brokerage errors that are submitted to the error account (unless
    authorization is revoked as provided herein) and shall be a party to all
    disputes involving trades between the broker, in his capacity as a broker,
    and another member or member firm that may ultimately be submitted to the
    error account. Revocation of authorization granted pursuant to this
    Regulation must be filed in writing with the Member Services Department and
    will become effective when written notice thereof is posted on the Exchange
    bulletin board by the Secretary. (08/01/94)

333.02    Primary Clearing Members' Membership File Review - Before a clearing
member grants Primary Clearing Member authorization to any individual pursuant
to Rule 333.00 a duly authorized representative of such clearing member must:

a)  review such individual's membership file as maintained by the Association;
    and

b)  confirm, in writing, to the Department of Member Services of the
    Association, that this review was conducted.

The written confirmation referenced above will be on a form prescribed by the
Association and will be retained by the Association in the applicable individual
membership file. (08/01/94)

333.03    Funds in Trading Accounts Carried by Clearing Members - The following
shall apply to trading accounts which are carried for non-clearing members by
clearing members pursuant to Rule 333.00:

(a) If a non-clearing member trades in excess of written limits prescribed by
    the carrying clearing member, and/or if the non-clearing member is alleged
    to have engaged in reckless and unbusinesslike dealing inconsistent with
    just and equitable principles of trade, the disposition of any and all funds
    in the applicable trading accounts(s) may be suspended by the carrying
    clearing member, or by the Association through the Board of Directors,
    Executive Committee, Floor Governors Committee or Arbitration Executive
    Committee pending a determination by the Arbitration Committee regarding the
    appropriateness of the non-clearing member's conduct.

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                              Ch3 Floor Practices
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    Any Arbitration Committee decision to release trading account funds to the
    non-clearing member shall include the payment of interest by the clearing
    member to the non-clearing member as determined by the Arbitration
    Committee.

(b) Either the carrying clearing member or the Association may direct that the
    disposition of trading account funds be suspended pursuant to subparagraph
    a) of this regulation.  However, if such suspension is initiated by the
    clearing member the suspension will be subject to review within one business
    day by the Board or one of the Committees designated in paragraph (a).  The
    purpose of this review will be determine if sufficient grounds exist to
    warrant continuation of the suspension pending a final determination by the
    Arbitration Committee.  Association proceedings in this regard will be
    conducted in accordance with Regulation 540.60 "Procedures for Member
    Responsibility Actions". (05/01/94)

334.00    Trades of Non-Clearing Members - (See 431.00) (08/01/94)

335.00    Bids and Offers in Commodities Subject to First Acceptance - Any offer
made on Change to buy or sell any commodity for future delivery is subject to
immediate acceptance by any other member. All such offers shall be general
offers and shall not be specified for acceptance by particular members. 254
(08/01/94)

336.00    Bids and Offers in Commodities Subject to Partial Acceptance - If an
offer is made on Change (the Exchange) to buy or sell any specified quantity of
any commodity for future delivery, such offer shall be deemed an offer to buy or
sell all or any part of such specified quantity and, if not immediately accepted
for the entire quantity, it may be accepted for a quantity less than specified.
Orders or offers to buy or sell a specified quantity or none shall not be
allowed, except as specifically provided in Regulation 331.03. 255 (07/01/00)

336.01    Guaranteeing Terms of Execution - Any member or member firm who
receives an order to buy or sell a futures contract or option on a futures
contract for execution on the Exchange is prohibited from directly or indirectly
guaranteeing the execution of the order or any of its terms such as the quantity
or price. A member may only report an execution that has occurred as a result of
open outcry or has been effected through an Exchange approved automated order
entry facility.

This regulation shall not be construed to prevent a member or member firm from
assuming or sharing in the losses resulting from an error or mishandling of an
order. (08/01/94)

337.01    Orders Involving Cancellations Accepted on a 'Not Held' Basis - All
orders involving cancellations that reach the Trading Floor 10 minutes or less
before the opening or resumption of the market, as applicable and all orders
involving cancellations that reach the Trading Floor 10 minutes or less before
the close of the market may involve extraordinary problems and hence will be
accepted solely at the risk of the customer on a 'not held' basis.


All orders must be received by the floor broker within a reasonable time prior
to the opening, the resumption or the close of the market, as applicable. Such
other orders not received by the floor broker within a reasonable time prior to
the opening, the resumption or the close of the market will be accepted solely
at the risk of the customer on a 'not held' basis. 1847 (09/01/98)

350.00    Trade Checking Penalties - (See 563.00) (08/01/94)

350.01    Failure to Check Trades - If any member, firm or corporation is unable
with diligent effort to check any future delivery transaction made with another
member, firm or corporation, then such transaction shall be closed out for the
account of whom it may concern by the member, firm or corporation claiming the
contract at the earliest reasonable opportunity in order to establish any claim
for loss because of such failure to check by the other party to the contract.
1811 (08/01/94)

350.02    Responsibility For Customer Orders - A floor broker or clearing member
shall exercise due diligence in the handling and execution of customer orders.
The Exchange's Arbitration Committee is authorized to determine whether a broker
or clearing firm fulfilled their obligations and whether an adjustment is due to
the customer. The Committee may consider the nature of the order and existing
market conditions, including the existence of a "FAST" market, at the time the
broker or clearing member acted or failed to act. However, a "FAST" designation
does not nullify or reduce the

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                              Ch3 Floor Practices
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obligations of the floor broker to execute orders with due diligence according
to the terms of the order.

Except in instances where there has been a finding of willful or wanton
misconduct, in which case the party found to have engaged in such conduct cannot
avail itself of the protections in this provision, neither floor brokers nor
member firms, or other persons acting as agents nor any of their officers,
directors or employees, shall be liable for any loss, damage or cost (including
attorney's fees and court costs), whether direct, indirect, special, incidental,
consequential, lost profits or otherwise of any kind, regardless or whether any
of them has been advised or is otherwise aware of the possibility of such
damages, arising out of the use or performance of the CBOT's Electronic Order
Routing System, any component(s) thereof, or any fault, failure, malfunction or
other alleged defect in the Electronic Order Routing System, including any
inability to enter or cancel orders, or any fault in delivery, delay, omission,
suspension, inaccuracy or termination, or any other cause in connection with the
furnishing, performance, maintenance, use of or inability to use all or any part
of the Electronic Order Routing System, including but not limited to, any
failure or delay in transmission of orders or loss of orders resulting from
malfunction of the Electronic Order Routing System, disruption of common carrier
lines, loss of power, acts or failures to act of any third party, natural
disasters or any and all other causes.

The foregoing shall apply regardless of whether a claim arises in contract,
tort, negligence, strict liability or otherwise.  The foregoing limitations are
cumulative and shall not limit or restrict the applicability or any other
limitation or any rule, regulation or bylaw of the Exchange or the Clearing
House.  The foregoing shall not limit the liability of any floor broker or
member firms, or other person acting as agent or any of their respective
officers, directors or employees for any act, incident, or occurrence within
their control.

If any of the foregoing limits on the liability of the floor brokers or member
firms or other persons acting as agents or any of their officers, directors or
employees should be deemed to be invalid, ineffective, or unenforceable and a
customer sustains a loss, damage or cost (including attorney's fees and court
costs) resulting from use of the Electronic Order Routing System, the entire
liability of the floor brokers or member firms and their agents or any of their
officers, directors or employees shall not exceed the brokerage commissions and
any other charges actually paid by the customer.

Notwithstanding any of the foregoing provisions, this provision shall in no way
limit the applicability of any provision of the Commodity Exchange Act, as
amended, and Regulations, thereunder.  (01/01/99)

350.03    Identification of Floor Trading Personnel and Floor Traders - Every
member is required to wear an identification badge issued by the Association in
a prominent position and in proper fashion to be admitted to the Trading Floor
and must so wear the badge at all times while he is on the Trading Floor.
Failure to wear a badge shall be considered an act detrimental to the welfare of
the Association (Rule 504.00). 1955 (08/01/94)

350.04    Outtrades and Errors and Mishandling of Orders -

A.   Outrades - If a floor broker discovers, either intraday or interday, that
all or some portion of a customer order was executed but cannot be cleared, the
broker shall do one of the following:

     1.  Re-execute the order in the market and adjust the customer by check if
         the re-execution price is worse than the original execution price. If
         the re-execution price is better than the original execution price, the
         customer is entitled to the better price.

     2.  Assign the opposite side of the portion that cannot be cleared to his
         or her error account and assign a fill to the customer at the execution
         price. The floor broker shall not liquidate the assigned position until
         at least ten minutes have elapsed after the execution of the order
         giving rise to the outtrade and, in any event, after the bracket period
         in which the outtrade arose has ended. These liquidation restrictions
         shall not apply to a liquidation during a Modified Closing Call. Any
         profits resulting from the liquidation of the assigned position belong
         to the floor broker, and may be retained or disbursed to whomever he
         chooses, in his discretion.

A floor broker may not use the assignment process to clear unfilled or
underfilled orders, orders that were

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                              Ch3 Floor Practices
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erroneously executed in the wrong contract month, strike price, put vs. call or
side of the market, or price outtrades.

B.  Errors and Mishandling of Orders - If a broker fails to execute an order in
accordance with its instructions, or underbuys or undersells on an order, and
the order, or the remainder of the order, is subsequently filled at a better
price, then the customer is entitled to the better price.  The customer is also
entitled to an adjustment if he incurs a loss because of the delay in execution.
However, if a broker overbuys or oversells on an order, the customer is not
entitled to any of the excess.

  A position that has been established in an erroneous or mishandled attempt to
  execute a customer order must be placed in the error account of the broker or
  firm responsible for the error or mishandling.  When an order has been
  executed in the wrong contract month or strike price, and the erroneous
  transaction has been placed in the broker's or firm's error account, the error
  may be corrected by a spread transaction, in accordance with Regulation
  352.01.  Any profits resulting from the liquidation of the trades placed in a
  broker's or firm's error account belong to the relevant broker or firm, and
  may be retained or disbursed to whomever they choose at their discretion.
  (10/01/99)

350.05    Floor Practices - The following acts are detrimental to the welfare of
the Association:

(a) for a floor broker to purchase any commodity for future delivery, purchase
    any call commodity option or sell any put commodity option for his own
    account, or for any account in which he has an interest, or for those
    accounts falling within the exception of paragraph (c) of this Regulation,
    while holding an order of another person for the purchase of any future,
    purchase of any call commodity option, or sale of any put commodity option,
    in the same commodity which is executable at the market price or at the
    price at which such purchase or sale can be made for the member's own
    account or the account in which he has an interest, or for those accounts
    falling within the exception of paragraph (c) of this Regulation.

(b) for a floor broker to sell any commodity for future delivery, sell any call
    commodity option or purchase any put commodity option for his own account,
    or for any account in which he had an interest, or for those accounts
    falling within the exception of paragraph (c) of this Regulation, while
    holding an order of another person for the sale of any future, sale of any
    call commodity option, or purchase of any put commodity option in the same
    commodity which is executable at the market price or at the price at which
    such sale or purchase can be made for the member's own account or the
    account in which he has an interest, or for those accounts falling within
    the exception of paragraph (c) of this Regulation;

(c) for a floor broker to execute a transaction in the trading pit for an
    account over which he has discretionary trading authority.

    The above restriction shall not apply to:

        1.  transactions for another member of the Exchange;

        2.  transactions for members of the floor broker's family which include;
            spouse, parent, child, grandparent, grandchild, brother, sister,
            uncle, aunt, nephew, niece, or inlaw;

        3.  transactions for proprietary accounts of member firms.

(d) for a member to disclose at any time that he is holding an order of another
    person or to divulge any order revealed to him by reason of his relationship
    to such other person, except pursuant to paragraph (c) of this Regulation,
    in the legitimate course of business or at the request of an authorized
    representative of the Exchange or of the Commission; the mere statement of
    opinions or indications of the price at which a market may open or resume
    trading does not constitute a violation of the Association's Rules and
    Regulations; however, nothing herein shall alter or waive a member's
    responsibility to comply with existing provisions of the Commodity Exchange
    Act, Commission Rules, and the Rules and Regulations of the Association;
    furthermore, it shall be a violation of this Regulation for any individual
    to solicit or induce a member to disclose order information in a manner
    prohibited by this Regulation;

(e) for a member to take, directly or indirectly, the other side of any order of
    another person revealed to him by reason of his relationship to such other
    person, except with such other person's prior consent and in conformity with
    Exchange rules or except for transactions done in accordance with

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                              Ch3 Floor Practices
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    Regulation 350.04 to resolve bonafide outtrades;

(f) for a member to make any purchase or sale which has been pre-arranged;

(g) for a member to withhold or withdraw from the market any order or part of an
    order of another person for the convenience of another member;

(h) for a member to execute any order after the closing bell is sounded except
    in a call market close;

(i) for a member to buy and sell as an accommodation at any time or, except as
    specifically provided in Regulations 331.03, 331.04 and 350.10, to use one
    order to fill another order, or any part thereof;

(j) for parties to a transaction to fail to properly notify the pit recorder of
    the price at which trades have been consummated;

(k) for a floor broker to allocate executions of orders in any manner other than
    an equitable manner.

(l) for a member to initiate during the same trading session a transaction for
    future delivery in a CBOE 50 or CBOE 250 Stock Index future(s) for his or
    her own account, or for any account in which he or she has an interest, or
    for the account of his or her family including spouse, parents, children,
    grandparents, grandchildren, brothers, sisters, uncles, aunts, nephews,
    nieces  and in-laws, and to execute as a floor broker any order for future
    delivery in a CBOE 50 or CBOE 250 Stock Index future(s). This restriction
    shall not apply to any transaction made by the member to offset a
    transaction made in error by the same floor member.  (07/01/00)

350.06    Give-Ups - A member must have prior permission from a clearing member
to give-up its name for a trade executed on the Exchange. For give-up orders,
the executing clearing member must first clear the trade and then transfer it in
accordance with Regulation 444.01(f). A floor broker is prohibited from giving
up in the pit a name other than the executing clearing member placing the order.
Give-up orders are prohibited when used as a pricing mechanism in connection
with cash market contracts. Pricing in connection with cash market contracts
must be done only on a versus-cash basis pursuant to the requirements of
Regulation 444.01. (11/01/97)

350.07    Checking and Recording Trades - Members must within fifteen minutes
after each transaction confirm with the opposite member trader every execution
of a futures transaction with respect to executing member, price, quantity,
commodity, future and respective clearing members. Members must within fifteen
minutes after each transaction confirm with the opposite member trader every
execution of an options transaction with respect to executing member, premium,
quantity, option series, and respective clearing members. Each record of
transactions must show the relevant foregoing information and also must include
and clearly identify the date and appropriate time bracket, and the opposite
executing member.

In addition, each member who, on the Floor of the Exchange receives a customer's
or options customer's order which is not in the form of a written record
including the account identification, order number and date and time, to the
nearest minute, such order was received on the floor of the Exchange, shall
immediately upon receipt thereof prepare a written record of such order,
including the account identification and order number, and shall record thereon
the date and time, to the nearest minute, such order is received.

Non-erasable ink must be used to record all such information.  (11/01/94)

350.08    Notification of Unchecked Trades - Any clearing firm that is unable
with diligent effort to check a transaction with another member, shall notify
the floor member who executed the transaction. Such notice shall be given prior
to the following day's Regular Trading Hours opening or resumption, as
applicable. In the case of agricultural contracts, such notice shall be given no
later than twenty minutes prior to the following day's opening or resumption, as
applicable.

In all cases, such notice shall be given in sufficient time as to allow the
floor member to make provisions for any adjustment.  In the case of agricultural
contracts, the floor member will have resolved his trades by no later than
twenty minutes prior to the relevant opening or resumption, as applicable.

The opening range or resumption range, as applicable, of the following day's
Regular Trading Hours

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                              Ch3 Floor Practices
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market shall be the limit of liability as a result of an unchecked trade.
(09/01/98)

350.10    Exemption for Certain Joint Venture Products - Notwithstanding any
other provisions of these Rules and Regulations, a member who simultaneously
holds orders on behalf of different principals to buy and sell any of the inter-
regulatory or intermarket spreads designated below, may execute such spread
orders for and directly between principals; provided that the member shall first
offer such spread orders competitively by open outcry in the open market (a) by
both bidding and offering at the same price, and neither such bid nor offer is
accepted or (b) by bidding and offering to a point where such offer is higher
than such bid by not more than the minimum permissible price fluctuation
applicable to such spread orders and neither such bid nor offer is accepted. If
any such order is not accepted within a reasonable amount of time, then the
member may, execute such order for and directly between the principals. The
following requirements must also be met in the execution of such spread orders:

(1) The member who executes such order must do so in the presence of a Chicago
    Board Options Exchange Floor Official, who is a member qualified to trade
    Joint Venture futures contracts.

(2) Such member shall clearly identify all such spreads on his trading card or
    similar record by appropriate symbol or descriptive words and shall note on
    such card or record the exact time of execution. Such member shall thereupon
    promptly present said card or record to the Floor Official for verification
    and initialing.

(3) No futures commission merchant or floor broker who receives any of the
    inter-regulatory or intermarket spread orders designated below from another
    person shall take the other side of such spread orders, except with such
    other person's prior consent.

This Regulation applies to the following spread strategies:

(a) inter-regulatory strategies involving a CBOE 50 and/or CBOE 250 Stock Index
    future(s) spread against a Standard and Poor's 100 and/or Standard and
    Poor's 500 option(s) traded on the Chicago Board Options Exchange;

(b) intermarket futures spreads involving a CBOE 50 Stock Index future(s) spread
    against a CBOE 250 Stock Index future(s); or

(c) any other inter-regulatory or intermarket spread designated under this
    Regulation by the Board of Directors of the Association.  (08/01/94)

350.11    Resolution of Outtrades - Outtrades shall be resolved by issuing a
check in an amount agreed to by the members making the trade(s).

A.   Price Outtrades

When an outtrade exists due to a discrepancy as to price, members making the
trade may choose to resolve the discrepancy by electing either of the two prices
in question, if they agree that the trade was executed at that price.

If an outtrade involves a price discrepancy between a local and a broker, and
the members cannot agree on the price of execution, the price recorded by the
broker shall be used to clear the trade.  Any adjustments shall then be made by
check, in compliance with this Regulation.

If an outtrade between locals or an outtrade between brokers involves a price
discrepancy, and these members cannot agree on the price of execution, the
buyer's price shall be used to clear the trade.  Any adjustments shall then be
made by check, in compliance with this Regulation.

B.   Quantity Outtrades

When an outtrade exists due to a discrepancy as to quantity, members making the
trade may choose to resolve the discrepancy by electing either of the two
quantities in question, if they agree that the trade was executed in that
quantity.

If any outtrade between locals involves a quantity discrepancy and these members
cannot agree on the quantity that was executed, the higher quantity shall be
used to clear the trade.  Any adjustments shall then be made by check, in
compliance with this Regulation.

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                              Ch3 Floor Practices
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A broker may assign the opposite side of any excess quantity on his order, which
he believes that he has executed, to his error account, pursuant to Regulation
350.04, and he may agree to the clearing of the transaction according to the
quantity recorded by the other member, whether the other member was a broker or
a local.

C.  Bona Fide Contract Month, Strike, Put vs. Call and Side of Market (Buy vs.
Buy or Sell vs. Sell) Outtrades

When an outtrade exists due to a discrepancy as to the contract month, strike
price, whether an option trade involved a put or a call, or side of the market,
and any party who executed a customer order believes that the order has been
executed in accordance with its instructions, the outtrade may be resolved in
any one of the following ways:


     1.   The trade may be busted. If a broker re-executes his order, any losses
          incurred by the customer as a result of the delay in execution must be
          adjusted by check. If the order is executed at a more favorable price,
          the customer is entitled to the better price.

     2.   The members making the trades(s) may agree that either trade or both
          trades may be cleared in accordance with the members' recorded trade
          data.

     3.   A broker may assign the opposite side of his own order to his error
          account, pursuant to Regulation 350.04, and he may agree to the
          clearing of the transaction according to the terms of the other
          member's recorded trade data, whether the other member was a broker or
          a local.

     4.   If both members were brokers, they may both assign their respective
          trades to their error accounts, pursuant to Regulation 350.04.

A customer shall not be entitled to any portion of any profits realized by a
local who was on the opposite side of an outtrade between the local and the
customer's broker, as a result of the local's liquidation of his position.  Such
profits belong to the local, and may be retained or disbursed to whomever he
chooses, in his discretion.  If the local chooses to disburse any portion of
such profits to the broker, and the broker's customer has received a fill in
accordance with the broker's recorded trade data, the broker is not obligated to
offer such profits to this customer.

It shall be an offense against the Association for members to prearrange a trade
to reconcile an outtrade.

Nothing herein shall in any way limit a member's right to submit an outtrade to
Exchange arbitration if an outtrade cannot be resolved by agreement.  (10/01/99)

352.01    Spreading Transactions - A spread transaction involving options, or
the purchase and sale of different futures, at a price or yield difference or
simultaneously at a separate price for each side of the spread is permitted on
this Exchange provided:

1.  that each side of the spread (the purchase of one future and the sale of
    another future) is for the same account, or in the case of spreads in
    options, all sides are for the same account. Provided that, when an order
    has been executed in the wrong month, wrong strike price or wrong commodity,
    and the erroneous transaction has been placed in the broker's or firm's
    error account, the error may be corrected by a spread transaction in which
    one leg of the spread offsets the position in the error account and the
    other leg is the correct execution of the order. Provided further that the
    liability of the floor broker or FCM shall be determined in accordance with
    Regulation 350.04.

2.  that all sides of the spread are priced at prices within the daily trading
    limits specified in Regulation 1008.01;

3.  that the spread is offered by public outcry in the pit assigned to the
    commodity(ies) or option(s) involved.

4.  that the transaction shall be reported, recorded and publicized as a spread
    in the ratio in which it was executed.

5.  that when such transactions are executed simultaneously, the executing
    member on each side of

                                      325


                              Ch3 Floor Practices
                              -------------------

    the transaction shall designate each part of the trade as a spread on his
    cards by an appropriate word or symbol clearly identifying each part of such
    transaction.

6.  that for options the spreads must conform to one of the following
    definitions, any multiple or combination of these strategies, or any
    generally accepted relationship between options and the underlying futures,
    including but not limited to:

    a.  Vertical and Horizontal Spreads. Short one call (put) and long another
        call (put) with a different strike price and/or expiration month.

    b.  Straddles. Short (long) puts and calls in a generally accepted spread
        ratio.

    c.  Conversions and Reverse Conversions. Short (long) calls, long (short)
        puts, and long (short) futures in a generally accepted spread ratio.

    d.  Butterflies. Two vertical spreads which share one common strike price.

    e.  Boxes. Long a call and short a put at one strike price and short a call
        and long a put at another strike price.

    f.  Synthetic Straddles. Long (short) futures and short (long) calls or long
        (short) puts in a generally accepted spread ratio.

    g.  Ratio Spreads. Long calls (puts) and short calls (puts) in a generally
        accepted spread ratio.

    h.  Ratio Writes. Short calls (puts) and long (short) futures in a generally
        accepted spread ratio.

    i.  Ratio Purchases. Long calls (puts) and short (long) futures in a
        generally accepted spread ratio.

    j.  Synthetic Futures. Long calls (puts) and short puts (calls) in a
        generally accepted spread ratio.

7.  that in executing a ratio spread, a member shall bid or offer by open outcry
    either both the spread portion at a price difference and the remaining
    portion (i.e., the "tails") at a specific price for each, or the entire
    ratio spread at a separate price for each side of the transaction. A ratio
    spread and if applicable each part of it must be executed competitively by
    open outcry in accordance with this regulation and Rule 332.00. A bid or
    offer for a ratio spread is subject to partial acceptance in ratioed units
    in accordance with Rule 336.00.

8.  that for spread transactions at a yield difference the following conditions
    are met:

    a.  one side of the spread is a yield-based futures contract, i.e. where the
        final contract settlement price is calculated by subtracting a yield
        measurement from 100.

    b.  the sides are priced at the price spread implied by the yield spread.

    c.  the prices for Short, Medium, and Long Term U.S. Treasury Note and U.S.
        Treasury Bond futures are those implied for 8% coupon, semi-annual non-
        amortizing instruments with exactly two, five, ten, and twenty years
        remaining maturity as calculated and published by the Exchange.

    d.  the prices for the yield-based futures contracts are calculated by
        subtracting the yield from 100.

    e.  the yields are quoted in increments no smaller than one half basis
        point.

    f.  the Regulatory Compliance Committee has designated the spread for
        trading on a yield basis.

Brokers may not couple separate orders and execute them as a spread, nor may a
broker take one part of a spread for his own account and give the other part to
a customer on an order.  (08/01/00)

352.01A   Unacceptable Spread Orders - Certain orders that involve the trading
of different contracts, when the contracts involved are traded in different
designated trading pits and when the resulting positions do not offset to reduce
economic risk, do not represent legitimate spreading transactions and are
specifically deemed to be unacceptable orders. Such transactions must be

                                      326


                              Ch3 Floor Practices
                              -------------------

executed on separate orders in the respective designated trading areas. The
foregoing provisions apply to, but are not limited to, the following examples:

    There are separate trading pits for options and futures. An order to buy a
    put (or sell a call) and sell the underlying future establishes a short
    position only, and therefore there is no offsetting feature. An order to
    sell a put (or buy a call) and buy the underlying future establishes a long
    position only, and therefore there is no offsetting feature. These orders
    are unacceptable as spread orders.  (08/01/94)

352.02    Joint Venture Intermarket and Inter-Regulatory Spreads - -
Notwithstanding any other provisions of these Rules and Regulations to the
contrary, the following principles shall apply to spreading transactions
involving Joint Venture Products.

1.  Futures spreads involving CBOE 50 and/or CBOE 250 Stock Index futures
    contracts may be bid or offered at a differential and if so bid or offered,
    such spreads may not be separated into their individual components.

2.  Inter-Regulatory spread strategies involving CBOE 50 or CBOE 250 Stock Index
    futures spread against Standard and Poor's 100 or Standard and Poor's 500
    options traded on the Chicago Board Options Exchange ("CBOE") may be bid or
    offered at a differential. If such spreads are bid or offered at a
    differential, they may not be separated into individual parts. The futures
    side of such spreads must be priced within the daily quotation range. The
    price of the options side of such spreads shall not touch the best bid or
    offer contained in the CBOE order book but may touch but shall not go
    through the current best bid or offer prevailing in the trading crowd. The
    prices for both sides of such spreads shall be disseminated immediately and
    shall be identified as a spread. The price differential shall also be
    disseminated immediately.

3.  Inter-Regulatory spreads involving CBOE 50 and/or CBOE 250 Stock Index
    futures contracts spread against Standard and Poor's 100 and/or Standard and
    Poor's 500 options may be executed in any location in the Standard and
    Poor's 100 or the Standard and Poor's 500 option pit(s).

4.  Joint Venture inter-regulatory or intermarket spreads may not be used to
    establish opening prices for Joint Venture futures contracts.  (08/01/94)

360.01    Pit Supervisory and Enforcement Authority of the Respective Pit
Committees - It shall be the function and duty of the Pit Committees to
supervise and enforce decorum and trading etiquette within their respective
trading pits.

I.  Supervision and Enforcement of Pit Decorum

    Each Pit Committee shall have the authority over its respective pit to
    discipline any individual who has committed a decorum offense within the
    pit, as set forth in Rule 519.00, by the imposition of a fine not to exceed
    $5,000.00

    Pit Committee members shall issue a ticket to the offender notifying the
    offender that the Pit Committee has imposed a warning or designated fine in
    accordance with the following schedule guidelines:

                                                       
          ---------------------------------------------------------------------------
          1st offense                                     Warning or fine between
                                                          $250.00 - $2,500.00
          ---------------------------------------------------------------------------
          2nd offense and subsequent offenses             Fine between $500.00 -
                                                          $5,000.00
          ---------------------------------------------------------------------------



    Any Exchange member may request that the Pit Committee issue a ticket;
    however, the Pit Committee Chairman or Vice-Chairman or in the alternative,
    a member of the Floor Governors Committee, must sign and thereby authorize
    each and every ticket issued by the Pit Committee.  Any ticket not
    authorized by the Pit Committee Chairman or Vice-Chairman, or in the
    alternative, a member of the Floor Governors Committee, will be deemed to be
    invalid.

    The recipient of a Pit Committee ticket may either pay the corresponding
    fine or request a summary hearing before the respective Pit Committee to
    contest the ticket.  The summary hearing shall be held after the close of
    trading on the afternoon of the day the ticket was issued or as soon

                                      328


                              Ch3 Floor Practices
                              -------------------

    as possible thereafter. The attendance of either a simple majority or five
    members of the respective Pit Committee, whichever is less, shall constitute
    a quorum for the purpose of a summary hearing.

    Application of Regulations -   The Chairman, Vice-Chairman, or Pit Committee
                                   Member who initiated a ticket may not sit on
                                   the panel; however, he may participate at the
                                   hearing as a witness. The Chairman or Vice-
                                   Chairman who simply authorized, but did not
                                   initiate the ticket, may sit on the panel
                                   that hears the matter.

    No member of the summary hearing panel may have a direct financial or
    personal interest in the outcome of the matter.

    If a ticket was issued by the Pit Committee at the request of a member, the
    requesting member must appear at the summary hearing.  If the requesting
    member fails to appear, the ticket will be voided.  Furthermore, the
    requesting individual's failure to appear may be deemed to constitute an act
    detrimental to the welfare of the Association.

    Members may not be represented by an attorney at the summary hearing.

    The decision of the summary hearing panel shall be final; however, a member
    shall have a limited right to appeal the decision to the Exchange's
    Appellate Committee on the grounds that the decision was:

    a.  In excess of the summary hearing panel's authority, jurisdiction, or
        limitations; or

    b.  Without observance of the required procedures.

    Any member or individual with floor access privileges who has received a Pit
    Committee ticket for a decorum offense of Disorderly Conduct, Intentional
    Physical Abuse, Sexual Harassment, and/or Use of Profane or Obscene Language
    and during the same trading session, engages in a further Rule or Regulation
    violation relating to Disorderly Conduct, Intentional Physical Abuse, Sexual
    Harassment, and/or Use of Profane or Obscene Language may, in addition to
    other sanctions (including but not limited to fines, suspensions, and
    expulsions imposed by the Association pursuant to the Rules and
    Regulations), be immediately and summarily removed from the Exchange trading
    floor and denied trading floor access for the remainder of the trading
    session pursuant to the following procedures:

    a.  Certification by a Chairman of the Pit Committee (or, in the Chairman's
        absence, by a Vice-Chairman of the Pit Committee) that the individual
        has continued to engage in Disorderly Conduct, Intentional Physical
        Abuse, Sexual Harassment, and/or Use of Profane or Obscene Language
        after having previously received a Pit Committee ticket for the same
        offense in the same trading session; and

    b.  Approval of such summary action by a member of the Floor Governors
        Committee and a member of the Board of Directors or by two members of
        the Board of Directors, provided that no individual granting such
        approval shall have been involved in the altercation.

Additionally, should the first such offense be of such a serious nature, the
individual may be denied trading floor access for the duration of the trading
session pursuant to the above procedure.

II. Supervision and Enforcement of Pit Trading Etiquette

    Each Pit Committee shall have the authority over its respective pit to issue
    a ticket to any member who has allegedly violated the pit's trading
    etiquette.  Each pit, by and through its Pit Committee, shall be responsible
    for determining the nature and extent of its pit trading etiquette.
    However, the Floor Governors Committee will be responsible for standardizing
    the pit trading etiquette that is common to all of the Exchange's trading
    pits.

    A breach of trading etiquette does not in itself constitute a specific
    violation of an Exchange Rule or Exchange Regulation.  However, any
    particularly egregious violation of a trading etiquette or repeated
    violation of trading etiquette may result in disciplinary action by the
    Floor Governors Committee pursuant to the general provisions of Exchange
    Rule 500.00 (Inequitable Proceedings) and/or Rule 504.00 (Acts Detrimental
    to the Welfare of the Association).

                                      328


                              Ch3 Floor Practices
                              -------------------

     Any member may request that a ticket be issued and any member of the
     respective Pit Committee may issue a ticket. However, the Pit Committee
     Chairman or Vice-Chairman must sign and thereby authorize each ticket.

     If the recipient of a ticket wishes to contest the ticket he shall
     immediately notify the Chairman or Vice-Chairman of the Pit Committee and a
     summary hearing shall be held by the Pit Committee after the close of that
     day's trading, or as soon as possible thereafter.

     The purpose of the hearing will be for the Pit Committee, to determine by
     majority vote, whether the ticket should stand or whether the ticket should
     be voided.

     The attendance of either a simple majority or five members, whichever is
     less, shall constitute a Pit Committee Hearing Panel quorum.

     No member of the Pit Committee Hearing Panel may have a financial or
     personal interest in the matter.

     The Chairman, Vice-Chairman or Pit Committee Member who initiated a ticket
     may not sit on the panel, however, he may participate at the hearing as a
     witness.  The Chairman or Vice-Chairman who simply authorized, but did not
     initiate the ticket, may sit on the panel that hears the matter.

     Failure of the member who requested the ticket to appear will result in the
     ticket being voided, and the failure to appear may constitute an act
     detrimental to the Association.

     Members may not be represented by an attorney at a hearing.

     Staff will not be present during any hearing, except at the specific
     request of the Pit Committee.

     Decisions of the panel will be final.  Respondents will not be able to
     appeal the panel's decision.

     If a member reaches a total of any three violations (all pits inclusive),
     within six months, the member shall be automatically referred to Floor
     Governors for possible disciplinary action pursuant to Rule 500.00 and/or
     Rule 504.00.  However, a pit committee may, at its discretion, refer any
     single offense committed within its respective pit to the Floor Governors
     Committee.  A simple majority of the pit committee shall be required before
     a single offense may be referred to the Floor Governors Committee.

     A ticket will expire and be expunged from any and all records after twelve
     months from the date of the ticket's issuance unless the ticket has been
     referred to Floor Governors Committee.  In the event that a ticket has been
     referred to Floor Governors Committee, the ticket will expire and be
     expunged from the records only after the Floor Governors Committee decides
     not to pursue formal charges.

     Tickets referred to the Floor Governors Committee will serve as the basis
     of O.I.A's investigation, and the tickets may be submitted as evidence in
     support of O.I.A.'s case before the Floor Governors Committee. However,
     O.I.A. will conduct its own separate and distinct investigation of the
     matter.

III. Pit Committee Grievance Meetings

     On a monthly basis, or more frequently as needed, each Pit Committee shall
     convene and hold an informal grievance meeting. The purpose of the informal
     grievance meetings will be to:

     a.   review and discuss general issues relating to pit etiquette and pit
          trading practices;

     b.   formulate and submit to the Floor Governors Committee recommendations
          for trading standards;

     c.   review and consider specific complaints relating to pit etiquette and
          pit trading practices; and

     d.   determine by simple majority whether to recommend that the Floor
          Governors Committee investigate specific instances of pit etiquette
          and pit trading practices that the Pit Committee believes may be
          inequitable.

    The Pit Committees shall conduct and determine the time, location, manner
    and form of their

                                      329


                              Ch3 Floor Practices
                              -------------------

    respective Pit Committee Grievance Meetings. Staff will not be present
    during any Pit Committee Grievance Meeting, except at the specific request
    of the Pit Committee. (01/01/00)

                                      330




================================================================================
Chapter 4
Futures Commission Merchant
================================================================================
                                                              
     Ch4 General.....................................................404
          400.00    Commission Merchant..............................404
          401.00    Corporations and Partnerships....................404
          401.01    Partnerships and Corporations....................404
          401.02    Registration of Membership for Corporation.......404
          401.03    Registration of Membership for Partnership.......404
          402.00    Business Conduct Committee.......................404
          403.00    Testimony and Production of Books and Papers.....404
          403.01    Approval of Customer Accounts....................404
          403.02    Financial Questionnaire..........................404
          403.03    Audits...........................................404
          403.04    Reduction of Capital.............................404
          403.05    Restrictions on Operations.......................404
          403.07    Financial Requirements...........................404
          403.08    Expulsion from a Designated Contract Market......404
          404.00    Advertising......................................404
          405.00    Trade Checking Penalties.........................404

     Ch4 Customer Accounts...........................................405
          414.00    Trades of Non-Clearing Members...................405
          415.00    Trades of Non-Clearing Members...................405
          416.01    Correspondent Accounts...........................405
          416.02    Members Responsible for Correspondents...........405
          416.02A   Correspondents...................................405
          416.04    Correspondent Accounts...........................405
          416.05    Limitations On Acceptance of Agent Business......405
          417.01    Notice and Processing of Transfer of Accounts....405
          418.01    Non-Members' Accounts............................406
          419.00    Trading for Employees............................406
          420.00    Trading by Employees.............................406
          420.01    Gratuities.......................................406
          420.01A   Elective Officers and Non-Member Directors.......406
          421.00    Confirmation to Customers........................406
          421.01    Confirmations....................................407
          421.02    Options Confirmations............................407
          421.03    Average Price Orders.............................407
          421.05    Allocation of Exercise Notices...................407
          422.00    Investment Company Accounts......................407
          423.00    Discretionary Orders.............................407
          423.01    Discretionary Accounts...........................408
          423.01B   Discretionary Trading............................408
          423.02    Presumption That Trades Are Pursuant to
                      Discretionary Authority........................409
          423.03    Supervision of Discretionary Trading by
                      Employees......................................409
          423.04    Customer Orders During Concurrent Sessions.......409

     Ch4 Position Limits and Reportable Positions....................410
          425.01    Position Limits..................................410
          425.02    Bona Fide Hedging Positions......................415
          425.03    Reporting Requirements For Bona Fide or
                      Economically Appropriate


                                     401


                                                     
                      Hedging Positions in Futures in Excess of
                      Limits.........................................416
          425.04    Exemptions From Position Limits..................417
          425.05    Exemption from Aggregation for Position Limit
                      Purposes.......................................418
          425.06    Position Accountability for U.S. Treasury Bonds..419
          425.07    Position Accountability for Long-Term and
                      Medium-Term Treasury Notes.....................419
          425.08    Position Accountability for 30-Day Fed Funds
                      Futures........................................420
          430.00    Deposits by Customers............................421
          431.00    Margins..........................................421
          431.00A   Permit Holder Interpretation.....................421
          431.01    Margins - Non-Clearing Members...................421
          431.02    Margin Requirements..............................421
          431.02A   Hedging Transactions.............................422
          431.03    Margin on Futures................................423
          431.03A   Margins..........................................428
          431.03B   Margins..........................................428
          431.04    Notice of Undermargined Omnibus Accounts.........428
          431.05    Margin on Options................................428
          431.06    Margin on Options - Non-Clearing Members.........428
          432.00    Customers' Securities............................429
          433.00    Agreement for Use of Securities..................429
          433.01    Construction of Rules 432.00 and 433.00..........429

     Ch4 Transfer Trades/Exchange Service Fees.......................430
          443.00    Exempt Transactions..............................430
          444.01    Transfer Trades; Exchange of Futures for
                      Physicals and Give-up Transactions.............430
          444.01A   Transfer Trades and Inter-Market Spreads.........431
          444.01B   Prohibition on Exchange of Futures for Cash
                      Commodities Involving Multi-Parties............431
          444.02    Clearance of Exchanges of Futures for
                      Physicals Transactions.........................431
          444.03    Transfer Trades in a Delivery Month..............431
          450.00    Exchange Service Fees............................431
          450.01    Exchange Service Fees............................432
          450.01A   Exchange Service Fees............................433
          450.01B   Options Transactions.............................433
          450.01C   Exchange Service Fees............................433
          450.02    Member's Own Account and Member Firm's Account...433
          450.03    Exchange Service Fees for Professional
                      Trading Firms..................................434
          450.04    Exchange Service Fees - Adjustments..............434
          450.05    Fees.............................................434
          450.06    Member Fee Cap Clarification.....................435

     Ch4 Adjustments.................................................435
          460.01    Errors and Mishandling of Orders.................435
          460.02    Checking and Reporting Trades....................435
          460.03    Failure to Check Trades..........................435
          460.04    Price of Execution Binding.......................435

     Ch4 Customer Orders.............................................436
          465.01    Records of Customers' Orders.....................436
          465.02    Application and Closing Out of Offsetting
                      Long and Short Positions.......................436
          465.02A   Exchange's No Position Stance on FCM's
                      Internal Bookkeeping Procedures................439
          465.03    Orders and Cancellations Accepted On A
                      'Not Held' Basis...............................439
          465.04    Records of Floor Order Forms.....................439
          465.05    Floor Order Forms................................439

         

                                      402


                                                     
          465.06    Broker's Copy of Floor Orders....................439
          465.07    Designation of Order Number Sequences............439
          465.08    Post-Execution Allocation........................440
          466.00    Orders Must be Executed in the Public Market.....440

     Ch4 Offices and Branch Offices..................................441
          475.00    Offices and Branch Offices.......................441

     Ch4 APs and Other Employees.....................................442
          480.01    APs..............................................442
          480.02    Employers Responsible for APs....................442
          480.09    Other Employees..................................442
          480.10    Supervision......................................442

     Ch4 Options Transactions........................................443
          490.00    Application of Rules and Regulations.............443
          490.02    Option Customer Complaints.......................443
          490.03    Supervision Procedures...........................443
          490.03A   Introducing Brokers Guaranteed by Member
                      FCMs/Supervision Procedures....................443
          490.05    Disclosure.......................................443
          490.06    Promotional Material.............................444
          490.07    Sales Communication..............................444
          490.09    Reports by Commission Merchants..................444

         

                                      403


================================================================================
Chapter 4
Futures Commission Merchant
================================================================================

Ch4 General

400.00  Commission Merchant - A member who makes a trade, either for another
member or for a non-member, but who makes the trade in his own name and becomes
liable as principal as between himself and the other party to the trade. 13
(08/01/94)

401.00  Corporations and Partnerships - (See 230.00)  (08/01/94)

401.01  Partnerships and Corporations - Trading Authority - (See 230.01)
        (08/01/94)

401.02  Registration of Membership for Corporation - (See 230.02)  (08/01/94)

401.03  Registration of Membership for Partnership - (See 230.06)  (08/01/94)

402.00  Business Conduct Committee - (See 542.00)  (08/01/94)

403.00  Testimony and Production of Books and Papers - (See 545.00)
        (08/01/94)

403.01  Approval of Customer Accounts - No firm or any of its wholly-owned
affiliates shall carry customer accounts without prior approval obtained either
at the time of registration under Regulation 230.02 or 230.06 or prior to change
in the nature of business previously authorized. In order to originate and carry
on a business with public customers, a firm is subject to the minimum capital
requirements established by the Financial Compliance Committee.

No member sole proprietorship shall carry customer accounts without prior
approval. A member requesting approval to carry customer accounts shall submit
a certified financial report of the sole proprietorship, prepared by an
independent Certified Public Accountant as of a date which is no more than 90
days prior to the date of submission. In order to originate and carry on a
business with public customers, a sole proprietorship is subject to the minimum
capital requirements established by the Financial Compliance Committee. 1780
(08/01/94)

403.02  Financial Questionnaire - (See 285.01)  (08/01/94)

403.03  Audits - (See 285.02)  (08/01/94)

403.04  Reduction of Capital - (See 285.03)  (08/01/94)

403.05  Restrictions on Operations - (See 285.04)  (08/01/94)

403.07  Financial Requirements - (See 285.05)  (04/01/97)

403.08  Expulsion from a Designated Contract Market - Upon review of the
decision or record which resulted in a person or a firm's expulsion from
membership in, or the privileges of membership on, any recognized domestic or
foreign board of trade or securities exchange, should the Board of Directors
find that there exists a demonstrable connection between the type of conduct
which resulted in the expulsion and the protection afforded the Exchange, its
members and customers through a trading prohibition against the expelled
individual or firm, the Board may direct that no member or member firm may carry
any account, accept an order, or handle a transaction, relating to futures
contracts or options on futures contracts traded on the Exchange, for or on
behalf of such expelled person or firm. Such an order may by modified or revoked
by a vote of two-thirds of the Directors. (08/01/94)

404.00  Advertising - (See 287.00)  (08/01/94)

405.00  Trade Checking Penalties - (See 563.00)  (08/01/94)

                                      404


Ch4 Customer Accounts

414.00   Trades of Non-Clearing Members - - (See 286.00) and (See 431.00)
         (08/01/94)

415.00   Trades of Non-Clearing Members - (See 333.00)  (08/01/94)

416.01   Correspondent Accounts - Each registered eligible business
organization must maintain a complete listing of all correspondent accounts
carried on its books. Such list shall be promptly provided to authorized
representatives of the Association. Information for each correspondent account
must include name and address, classification of the account as customer or
house, regulated or non-regulated. 1780A (04/01/98)

416.02   Members Responsible for Correspondents - Members doing business with
correspondents must keep themselves well informed regarding their financial
standing and shall immediately report to the Secretary any information that does
in any way indicate that a correspondent is insolvent, or threatened with
insolvency, or guilty of any irregularities or practices affecting the good name
of the Association. 1043 (08/01/94)

416.02A  Correspondents - In May, 1935, the Rules Committee ruled that the word
"correspondents" as it is used in Regulation 416.02 means the following:

1.   A correspondent, under the provisions of Regulation 170.07 is a person,
     firm or corporation (member or non-member) transacting a banking or a
     brokerage business connected by telephone or telegraphic wire or wireless
     connection with the office of a member.

2.   A non-clearing member who solicits and turns over security or future
     delivery orders to a clearing member for execution, is a correspondent of
     the clearing member whether or not his office is connected by telephonic,
     telegraphic wire connections to that of the clearing member.

3.   Under the provisions of Regulation 416.02, any member doing business with
     correspondents has the responsibilities therein outlined. 17R  (08/01/94)

416.04  Correspondent Accounts - Consistent with its duties under Rule 542.00,
the Business Conduct Committee may require that the identities and positions of
the beneficial owners of any correspondent account be immediately disclosed to
the Business Conduct Committee or to authorized representatives of the
Association. If disclosure is not provided and the Business Conduct Committee
determines that such failure to provide information is an impediment to the
Committee in the discharge of its duties under Rule 542.00, appropriate summary
action may be ordered up to and including immediate liquidation of all or a
portion of the positions in the correspondent account. Any such summary action
shall be taken in accordance with the procedures set forth in Regulation 540.06.
(08/01/94)

416.05  Limitations On Acceptance of Agent Business - No member FCM shall
solicit or accept any options order for execution on the Exchange which has been
solicited, accepted or serviced by any person who is not registered as an
associated person of such member FCM. Provided, however, that at such time as
any futures association registered under Section 17 of the Commodity Exchange
Act has determined to provide for the regulation of the options-related activity
of its members in a manner equivalent to that required of contract markets by
the Commission, any FCM member of such futures association may solicit or accept
options orders for execution on the Exchange in the same manner as FCMs which
are members of the Exchange.

Further, no member FCM may solicit or accept options orders from any person whom
it has reason to believe may be soliciting options orders in contravention of
this Regulation or Regulation 33.3 or the Commission.  (08/01/94)

417.01  Notice and Processing of Transfer of Accounts - When a commission
merchant goes out of business, or closes one or more offices, or withdraws
ordinary facilities for transacting business from one or more offices, the
following shall apply:

                                      405


Upon the transfer of customer accounts in commodity futures contracts by a
member or registered eligible business organization, to any other futures
commission merchant (member or non-member), the transferor shall immediately
give written notice of the transfer to the Secretary of the Association.  Such
written shall notice shall contain:  (1) the name and address of the transferee;
(2) the date of the transfer; (3) the number of customer accounts; (4) the net
equity of customer funds, and (5) a statement certified by the member, or by a
general partner or executive officer whose membership is registered for the
transferor, that (a) the transferor has provided prior notice of the transfer to
each customer whose account is thus transferred and (b) the transfer has been
preceded by reasonable investigation of the transferee by the transferor and
that the transferee is a suitable recipient of the transferred accounts.

Upon the transfer of customer accounts by a non-member of the Association, to
any member or registered eligible business organization, the transferee shall
immediately notify the Secretary in writing that such transfer has occurred and
such written notice shall identify the transferor, the date of transfer, the
number of customer accounts, and the net equity of customer funds being
transferred to such member or registered eligible business organization.

A member or registered eligible business organization, acting as a transferor or
transferee, must be able to facilitate a bulk transfer of accounts by use of an
automated system as prescribed by the Association.

This regulation applies to all transfers of customer accounts involving members
or registered eligible business organizations, who or which are closing
facilities unless they are initiated at the unsolicited request of the
customers. 1809C  (04/01/98)

418.01  Non-Members' Accounts - When a non-clearing member has trading
authority over a non-members account carried on a disclosed basis he shall so
inform the clearing member carrying the account.

Non-clearing members may be permitted to carry both omnibus and disclosed
accounts with clearing members provided that when the non-clearing member used
both types of accounts, he shall guarantee the clearing member carrying any
disclosed accounts against any loss in such accounts.

The non-clearing member must notify the carrying member that he is carrying both
omnibus and disclosed accounts. 1819  (08/01/94)

419.00  Trading for Employees - No member shall accept orders or clear trades
for a non-member who is employed by another member nor shall another member
accept orders or clear trades for a member who is employed by another member
when the name of the employer appears in the transaction. 205 (08/01/94)

420.00  Trading by Employees - No member shall accept marginal accounts of any
employee, whether member or non-member, of the Association or of the Clearing
House or of another member unless written consent of the employer be first
obtained. 206  (08/01/94)

420.01  Gratuities - (See 206.02)  (08/01/94)

420.01A  Elective Officers and Non-Member Directors - For purposes of Rule
420.00, Elective Officers and non-member Directors of the Association shall not
be considered employees of the Association.  (08/01/94)

421.00  Confirmation to Customers - A commission merchant who makes a trade
for a member or non-member customer shall confirm the trade to the customer no
later than the business day following the day upon which the transaction was
consummated. Such confirmation shall be in writing and shall show the commodity
or security bought or sold, the amount, the price, and the name of  the other
party to the contract, and, in the case of a commodity, the delivery month. A
non-resident member may give to his customer the name of his resident commission
merchant in lieu of the name of the other party to the contract, subject to the
right of the customer to receive the name of the other party to the contract
upon request.

                                      406


Where a trade is made by a branch office of a resident member, such branch
office being outside of Illinois, the branch office may confirm the trade to the
customer without giving the name of the other party to the contract, provided
the confirmation has prominently printed or stamped thereon the words, "Name of
other party to contract furnished on request." 207  (08/01/94)

421.01    Confirmations - A confirmation of a commission merchant to the
customer need not contain the name of the other party to the contract, provided
the confirmation has prominently printed or stamped thereon the words, "name of
other party to contract furnished on request." 1845 (08/01/94)

421.02  Options Confirmations -

(a)  A commission merchant who makes an options trade for a member or non-member
     customer shall confirm the trade to the customer no later than the business
     day following the day upon which the transaction was consummated. Such
     confirmation shall be in writing and shall indicate the customer's account
     identification number; a separate listing of the amount of the premium and
     all other commissions, costs and fees; the option series; the expiration
     date; and the date of the transaction.

(b)  In addition, upon the expiration or exercise of any commodity option, each
     commission merchant must furnish to each customer holding any such option
     which has expired or been exercised, not later than the next business day,
     a written confirmation statement which shall include the date of such
     occurrence, a description of the option involved, and in the case of
     exercise, the details of the futures position which resulted therefrom.

(c)  Notwithstanding paragraphs (a) and (b) of this Regulation, a commodity
     options transaction that is executed for a commodity pool (investment
     company) need be confirmed only to the operator of the commodity pool.

(d)  With respect to any account controlled by any person other than the
     customer for whom the account is carried, each commission merchant shall
     promptly furnish in writing to such other person the information set forth
     in paragraphs (a) and (b) of this Regulation. (08/01/94)

421.03    Average Price Orders - Member firms may confirm to customers an
average price when multiple execution prices are received on an order or series
of orders for futures, options or combination transactions. An order or series
of orders executed during a trading session at more than one price may only be
averaged pursuant to this regulation if each order is for the same account or
group of accounts and for the same commodity and month for futures, or for the
same commodity, month, put/call and strike for options.

Any member or member firm that accepts an order pursuant to this regulation must
comply with requirements of this regulation and all order recordation
requirements.

Upon receipt of an execution at multiple prices for the order subject to this
regulation, an average price will be computed by multiplying the execution
prices by the quantities at those prices divided by the total quantities. An
average price for a series of orders will be computed based on the average
prices of each order in that series.

Each Clearing firm that confirms to a customer an average price, must indicate
on the confirmation and monthly statement that the price is not an execution
price.  (04/01/00)

421.05    Allocation of Exercise Notices - The Clearing House, in an equitable,
random manner, shall assign exercise notices tendered by options purchasers to
clearing members holding open short options positions; and each clearing member
and commission merchant, in an equitable, random or proportional manner, shall
assign exercise notices it receives on behalf of customer accounts to such
customer accounts holding open short options positions.  (08/01/94)

422.00    Investment Company Accounts - (See 507.00)  (08/01/94)

423.00    Discretionary Orders - No member or registered eligible business
organization shall permit any employee, whether member or non-member, to
exercise discretion in the handling of any transaction for a customer for
execution on this Exchange, unless prior written authorization for the exercise
of such

                                      407


discretion has been received. A discretionary order is defined as an
order that lacks any of the following elements: the commodity, year and delivery
month of the contract, number of contracts, and whether the order is to buy or
sell.

All partners of a registered partnership, all managers and members of a
registered limited liability company and all officers of a registered
corporation, shall be considered employees of their firm or corporation for
purposes of these discretionary rules and regulations. 151  (04/01/98)

423.01    Discretionary Accounts   - It shall be a violation of this regulation
for any member or registered eligible business organization

1.   To accept or carry an account over which the member or employee thereof
     exercises trading authority or control for another person in whose name the
     account is carried, without-

     a.   obtaining a signed copy of the Power of Attorney, trading
          authorization, or other document by which such trading authority or
          control is given;

     b.   sending direct to the person in whose name the account is carried a
          written confirmation of each trade as provided in Rule 421.00 and a
          monthly statement showing the exact position of the account, including
          all open trades figured to the market; and

     c.   reflecting the discretionary nature of the account on all statements
          sent to the account owner.

2.   To accept or carry an account over which any third party individual or
     organization other than the person in whose name the account is carried
     exercises trading authority or control, without -

     a.   obtaining a signed copy of the Power of Attorney, trading
          authorization, or other document by which such trading authority or
          control is given; and

     b.   obtaining a written acknowledgment from the person in whose name the
          account is carried that he has received a copy of the account
          controller's disclosure document, prepared pursuant to CFTC Regulation
          4.31, or a written statement explaining why the account controller is
          not required to provide a disclosure document to the customer.

     (The above acknowledgement of paragraph b. need not be obtained (i) when
     the person in whose name the account is carried and the individual given
     trading authority or control are of the same family; or (ii) when the
     person given trading authority or control is (A) a member, (B) an officer,
     partner, member, manager or managerial employee of the eligible business
     organization carrying the account; (C) a bank or trust company organized
     under federal or state laws or (D) an insurance company regulated under the
     laws of any state; or (iii) when the account is carried in the name of (A)
     an employee benefit plan subject to ERISA or organized under the laws of
     any state (B) an investment company registered under the Investment Company
     Act of 1940, (C) a bank or trust company organized under federal or state
     law, (D) an insurance company regulated under the laws of any state; or (E)
     an exempt organization, as defined in section 501 (c) (3) of the Internal
     Revenue Code, with net assets of more than $100 million.)

3.   To accept or carry the account of a non-member who has given trading
     authority to a member unless the member carrying the account requires that
     all orders entered for the account be executed by an individual or
     individuals  other than the member to whom such trading authority is given.
     This requirement shall not apply where the non-member customer and the
     member having such trading authority are of the same family. This
     Regulation shall only apply to open outcry Regular and open outcry Night
     Trading Hours.

4.   For purposes of this Regulation, a person does not exercise trading
     authority or control if the person in whose name the account is carried or
     the account controller specifies (1) the precise commodity interest to be
     purchased or sold, and (2) the exact amount of the commodity interest to be
     purchased or sold.  Provided the foregoing provisions are met, the
     provisions of this Regulation shall not apply to discretion as to the price
     at which or the time when an order shall be executed.

The provisions of this Regulation relate only to transactions executed on this
Exchange. 1990  (04/01/98)

423.01B   Discretionary Trading - The increasing utilization of trading by
programmed recommendations, whether by computer, charts or by any means, has
brought several questions to the

                                      408


Rules Committee regarding discretion. These methods tend to create situations
requiring the use of discretion and the Rules Committee recommends that member
firms treat all such accounts as discretionary accounts unless the member can be
certain that the customer(s) has given specific instructions, including price
limits and any subsequent price changes relative to orders placed in connection
with such trading.

In connection with the above, your attention is called to Rule 423.00 and
Regulations 423.01 through 423.03 all having to do with the handling of
discretionary accounts. 41R  (08/01/94)

423.02    Presumption That Trades Are Pursuant to Discretionary Authority -
Every trade in an account over which any individual or organization other than
the person in whose name the account is carried exercises trading authority or
control shall be rebuttably presumed to have been made pursuant to such trading
authority or control. The Power of Attorney, trading authorization or other
document by which any individual or organization other than the person in whose
name an account is carried exercises trading authority or control over such
account can be terminated only by a written revocation signed by the person in
whose name the account is carried; by the death of the person in whose name the
account is carried; or, where the individual or organization that exercises
authority or control over the account is the member carrying the account or an
employee thereof, by written notification from the member to the person in whose
name the account is held that such member will no longer act pursuant to such
trading authorization as of the date provided in the notice. 1991  (08/01/94)

423.03    Supervision of Discretionary Trading by Employees - A Power of
Attorney or trading authorization signed by the customer and naming the employee
to whom trading authority is given will be considered written authorization of
the customer with respect to any discretionary transaction  handled by such
employee pursuant to such Power of Attorney or trading authorization.

Each account with respect to which an employee has discretionary authority must
be given daily supervision by the employer, or by a partner or officer or such
other person designated as a compliance officer if the employer is an eligible
business organization, to see that trading in such account is not excessive in
size or frequency in relation to financial resources in that account. The
provisions of this paragraph shall not apply where only one employee of an
eligible business organization member firm has discretionary authority if that
individual is also the only principal who supervises futures trading activity.

No employee who has not been registered for a minimum of two continuous years as
an Associated Person (AP) under CFTC Regulations may exercise the discretion
permitted by Rule 423.00. The foregoing requirement may be waived in particular
cases by the Business Conduct Committee upon a showing by the applicant of
experience equivalent to such a two-year registration. 1992  (04/01/98)

423.04    Customer Orders During Concurrent Sessions - For orders involving
concurrently traded contracts, the customer will designate whether the order is
to be executed in the open outcry market or on e-cbot.  (09/01/00)

                                      409



Ch4 Position Limits and Reportable Positions
425.01  Position Limits -
(a) For the purposes of this Regulation, the following are definitions of titles
    used in position limit chart-

    Spot Month - Spot month futures-equivalent position limit net long or net
    short effective at the start of trading on the first business day prior to
    the first trading day of the spot month.

    Single Month - Futures-equivalent position limit net long or net short in
    any one month other than the spot month.

    All Months - Position limit net long or net short in all months and all
    strike prices combined. Note: Long futures contracts, long call options, and
    short put options are considered to be on the long side of the market while
    short futures contracts, long put options, and short call options are
    considered to be on the short side of the market. For each commodity, the
    futures-equivalents for both the options and futures contracts are
    aggregated to determine compliance with the net long or net short same side
    position limits.

    Reportable Futures Level - Reportable futures position in any one month.

    Reportable Options Level - Reportable options position in any one month in
    each option category. Note: Option categories are long call, long put, short
    call, and short put.

    Net Equivalent Futures Position - Each option contract has been adjusted by
    the prior day's risk factor, or delta coefficient, for that option which has
    been calculated by the Board of Trade Clearing Corporation.

    For the purpose of this Regulation:

    (i)   An option contract's futures-equivalency shall be based on the prior
          day's delta factor for the option series, as published by the Board of
          Trade Clearing Corporation. For example, 8 long put contracts, each
          with a delta factor of 0.5, would equal 4 futures-equivalent short
          contracts.

    (ii)  Long futures contracts shall have a delta factor of +1, and short
          futures contracts shall have a delta factor of -1.

    (iii) Long call options and short put options shall have positive delta
          factors.

    (iv)  Short call options and long put options shall have negative delta
          factors.

    (v)   An eligible option/option or option/futures spread is defined as an
          intra-month or inter-month position in the same Chicago Board of Trade
          commodity in which the sum of the delta factors is zero.

                                      410


(b)  Except as provided in Regulations 425.03, 425.04 and 425.05, the maximum
positions which any person may own, control, or carry are as follows:

(Note: All position limits and reportable positions are in number of contracts
and are based on futures or *Net Equivalent Futures Positions.

*Please see section (a) of this Regulation for definition.



------------------------------------------------------------------------------------------------------------------------------------
                                              *SPOT        *SINGLE        *ALL           *REPORTABLE           *REPORTABLE
CONTRACT                                      MONTH         MONTH         MONTH         FUTURES LEVEL         OPTIONS LEVEL
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Long Term Fannie Mae(R) Benchmark             5,000         None          5,000              100                   50
 Notes/sm/ and Freddie Mac Reference
 Notes/sm/ (see #12)
------------------------------------------------------------------------------------------------------------------------------------
Medium Term Fannie Mae(R) Benchmark           5,000         None          5,000              100                   50
 Notes/sm/ and Freddie Mac Reference
 Notes/sm/ (see #12)
------------------------------------------------------------------------------------------------------------------------------------
CBOT  Dow Jones Industrial
 Average/sm/ Index                            None          None          50,000              25                   25
------------------------------------------------------------------------------------------------------------------------------------
CBOT Dow Jones Transportation
 Average/sm/ Index                            None          None          2,800               25
------------------------------------------------------------------------------------------------------------------------------------
CBOT Dow Jones Utility
Average/sm/ Index                             None          None          4,000               25
------------------------------------------------------------------------------------------------------------------------------------
CBOT Dow Jones Composite
Average/sm/ Index                             None          None          70,000              25
------------------------------------------------------------------------------------------------------------------------------------
1,000 oz. Silver                              5,000         None          20,000             500                   50
                                             (see #1)                    (see #1)
------------------------------------------------------------------------------------------------------------------------------------
5,000 oz. Silver                              1,000         None          4,000              100
                                             (see #1)                    (see #1)
------------------------------------------------------------------------------------------------------------------------------------
Kilo Gold                                     6,000         None          12,000             200
                                             (see #2)                    (see #2)
------------------------------------------------------------------------------------------------------------------------------------
100 oz. Gold                                  2,000         None          4,000              200
                                             (see #2)                    (see #2)
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds                           None          None           None              500                   100
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Notes (5 yr.)                   None          None           None              300                   50
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Notes (6 1/2-10 yr.)            None          None           None              500                   50
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Notes (2 yr.)                   5,000         None          5,000              200                   50
------------------------------------------------------------------------------------------------------------------------------------
30 Day Fed Fund                               None          None           None              100
------------------------------------------------------------------------------------------------------------------------------------
Long Term Municipal Bond Index                4,000         None          5,000              100                   50
                                             (see #11)
------------------------------------------------------------------------------------------------------------------------------------
Corn                                           600          5,500         9,000              150                   50
                                                           (see #3)    (see #3, 5)
------------------------------------------------------------------------------------------------------------------------------------
Soybeans                                       600          3,500         5,500              100                   50
                                                           (see #3)    (see #3, 6)
------------------------------------------------------------------------------------------------------------------------------------
Wheat                                          600          3,000         4,000              100                   50
                                            (see #10)      (see #3)    (see #3, 9)
------------------------------------------------------------------------------------------------------------------------------------
Oats                                           600          1,000         1,500               60                   50
                                                           (see #3)    (see #3, 8)
------------------------------------------------------------------------------------------------------------------------------------
Rough Rice                                     250           500           750                50                   50
                                             (see #7)                    (see #4)
------------------------------------------------------------------------------------------------------------------------------------
CBOT Mortgage                                 5,000          None         5,000              100                   50
------------------------------------------------------------------------------------------------------------------------------------


                                      411



--------------------------------------------------------------------------------------------------------------------------
                                                                                             
Soybean Oil                                  540           3,000            4,000           175             50
                                                        (see #3, 9)      (see #3, 9)
--------------------------------------------------------------------------------------------------------------------------
Soybean Meal                                 720           3,000            4,000           175             50
                                                        (see #3, 9)      (see #3, 9)
--------------------------------------------------------------------------------------------------------------------------


#1 See subsection (h) for an explanation of adjusted limits for persons owning
or controlling joint positions in 1,000 oz. Silver and 5,000 oz. Silver
contracts.

#2 See subsection (i) for an explanation of adjusted limits for persons owning
or controlling joint positions in Kilo Gold and 100 oz. Gold contracts.

#3 Additional futures contracts may be held outside of the spot month as part of
futures/futures spreads within a crop year provided that the total of such
positions, when combined with outright positions, do not exceed the all months
combined limit. In addition, a person may own or control additional options in
excess of the futures-equivalent limits provided that those option contracts in
excess of the futures-equivalent limits are part of an eligible option/futures
spread.

#4 No more than 500 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined. Additional
options contracts may be held as part of option/options or option/futures
spreads between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determine compliance with these net same side single
month position limits.

#5 No more than 5,500 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of option/option or option/futures spreads
between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determine compliance with these net same side single
month position limits.

#6 No more than 3,500 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of option/option or option/futures spreads
between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determined compliance with these net same side
single month position limits.

#7 On and after the first notice day of the expiring futures month of July, the
limit for the July futures month will be reduced to 200 contracts, for both
hedging and speculative positions.

#8 No more than 1,000 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of option/option or option/futures spreads
between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determined compliance with these net same side
single month position limits.

#9 No more than 3,000 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of

                                      412


option/option or option/futures spreads between months within the same crop year
provided that the total of such positions, when combined with outright
positions, does not exceed the all months combined limit. The futures-
equivalents for both the options and futures contracts are aggregated to
determine compliance with these net same side single month position limits.

#10 In the last five trading days of the expiring futures month, the speculative
position limit for the March futures month will be 350 contracts and for the May
futures month the limit will be 220 contracts.

#11 In the last three trading days of the expiring contract, no more than a
combined 4,000 futures and/or futures-equivalent contracts net on the same side
of the market are allowed in the spot month in all strike prices combined.  No
exemptions will be applicable during the last three days of trading of the
expiring spot month contract.

#12 Starting with the June 2001 listing, the Last Day of Trading will be "the
last Friday which precedes by at least two business days the last business day
of the month preceding the option month.  If such a Friday is not a business
day, or there is a Friday which is a business day which precedes by one business
day the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday."

Except for the interest of a limited partner or shareholder (other than the
commodity pool operator) in a commodity pool, ownership, including a 10% or more
financial ownership interest, shall constitute control over an account except as
provided in Regulation 425.05.

The maximum positions which any person, as defined in Regulation 425.01 (c), may
own or control shall be as set forth herein. However, with respect to the
maximum positions which a member firm may carry for its customers, it shall not
be a violation of the limits set forth herein to carry customer positions in
excess of such limits for such reasonable period of time as the firm may require
to discover and liquidate the excess positions or file the appropriate hedge or
exemption statements for the customer accounts in question in accordance with
Regulations 425.03 and 425.04. For the purposes of this regulation, a
"reasonable period of time" shall generally not exceed one business day for
those positions that are not subject to the provisions of Regulations 425.03 and
425.04.

However, for any option position that exceeds position limits for passive
reasons such as a market move or exercise assignment, the person shall be
allowed one business day to liquidate the excess position without being
considered in violation of the limits.  In addition, if at the close of trading,
an option position exceeds position limits when evaluated using the previous
day's delta factors, but does not exceed the limits when evaluated using the
delta factors for that day's close of trading, then the position shall not
constitute a position limit violation.

Note: The Commodity Futures Trading Commission has imposed speculative position
limits on Corn, Oats, Soybean, Wheat, Soybean Oil and Soybean Meal futures
contracts as provided in Part 150 of CFTC Regulations.
(c)  The term "net" shall mean the long or short position held after offsetting
     long futures positions against short futures positions. The word "person"
     shall include individuals, associations, partnerships, limited liability
     companies, corporations and trusts.

                                      413


(d)  The foregoing limits on positions shall not apply to bona fide hedging
     positions which meet the requirements of Regulations 425.02 and 425.03, nor
     to positions subject to particular limits granted pursuant to Regulation
     425.04.

(e)  The Board, or a Committee authorized by the Board may direct any member or
     registered eligible business organization owning, controlling or carrying a
     position for a person whose total position as defined in subsection (f)
     below exceeds the position limits as set forth in subsection (b) above or
     as specifically determined pursuant to Regulations 425.03 or 425.04 to
     liquidate or otherwise reduce the position.

(f)  In determining whether any person has exceeded the position limits
     specified in subsection (b) of this Regulation or those limits determined
     pursuant to Regulations 425.03 or 425.04, or whether a position is a
     reportable position as set forth in subsections (b) and (g) herein, all
     positions in accounts for which such person by power of attorney or
     otherwise directly or indirectly controls trading, except as provided in
     Regulation 425.05, shall be included with the positions held by such
     person. Such limits upon positions shall apply to positions held by two or
     more persons acting pursuant to an expressed or implied agreement or
     understanding, the same as if the positions were held by a single person.

(g)  If a person owns, controls or carries a position equal to or greater than
     the number of contracts specified in subsection (b) above long or short in
     any one month, then all such futures and options on such futures contract
     owned, controlled or carried by that person, whether above the given level
     or not, shall necessarily be deemed reportable positions. Every member or
     registered eligible business organization shall report each and every
     reportable position to the Office of Investigations and Audits at such
     times and in such form and manner as shall be prescribed by the Business
     Conduct Committee.

     (1) On or before the first day on which any position must be reported as
         provided above, the member or registered eligible business organization
         carrying the position must furnish to the Office of Investigations and
         Audits a report, in the form, manner and content prescribed by the
         Business Conduct Committee, identifying the owner of the account for
         which the position must be reported and all persons associated with the
         account as described in subsection (f) above.

     (2) Every member or registered eligible business organization must report
         each and every reportable position and provide the report required in
         subsection (1) above for each person within any account carried on an
         omnibus basis, unless, upon application of the member or registered
         eligible business organization to the Business Conduct Committee, the
         nonmember omnibus account specifically is approved to report directly
         to the Office of Investigations and Audits.

(h)  In the event that a person owns or controls joint positions in 1,000 oz.
     Silver futures and 5,000 oz. Silver futures, position limits will be
     subject to the following:

     (1) For 1,000 oz. Silver futures, the spot month maximum position limit of
         5,000 contracts net long (net short) shall be reduced by five for every
         one net long (net short) 5,000 oz. Silver futures position that is
         owned or controlled in the spot month. In all months combined, the
         maximum position limit of 20,000 contracts, net long (net short) shall
         be reduced by five for every one net long (net short), 5,000 oz. Silver
         futures position that is owned or controlled. Alternatively, the
         maximum position limit of 20,000 contracts, net long (net short) in all
         months combined, shall be increased by five for every one net short
         (net long) 5,000 oz. Silver futures position that is owned or
         controlled. For example, in all months combined, a person could own or
         control 15,000 contracts, net long (net short), provided that the
         person does not also own or control more than 1,000 net long (net
         short) 5,000 oz. Silver futures positions.

     (2) For 5,000 oz. Silver futures, the spot month maximum position limit of
         1,000 contracts net long (net short) shall be reduced by one for every
         five net long (net short) 1,000 oz. Silver futures positions that are
         owned or controlled in the spot month. In all months combined, the
         maximum position limit of 4,000 contracts, net long (net short) shall
         be reduced by one for every five net long (net short) 1,000 oz. Silver
         futures positions that are owned or controlled. Alternatively, the
         maximum position limit of 4,000 contracts, net long (net short) in all
         months combined, shall be increased by one for every five net short
         (net long) 1,000 oz. Silver futures

                                      414


          positions that are owned or controlled. For example, in all months
          combined, a person could own or control 3,000 contracts, net long (net
          short), provided that the person does not also own or control more
          than 5,000 net long (net short) 1,000 oz. Silver futures positions.

(i)  In the event that a person owns or controls joint positions in Kilo Gold
     futures and 100 oz. Gold futures, position limits will be subject to the
     following:

     (1)  For Kilo Gold futures, the spot month maximum position limit of 6,000
          contracts net long (net short) shall be reduced by three for every one
          net long (net short) 100 oz. Gold futures position that is owned or
          controlled in the spot month. In all months combined, the maximum
          position limit of 12,000 contracts, net long (net short) shall be
          reduced by three for every one net long (net short) 100 oz. Gold
          futures position that is owned or controlled. Alternatively, the
          maximum position limit of 12,000 contracts, net long (net short) in
          all months combined, shall be increased by three for every one net
          short (net long) 100 oz. Gold futures position that is owned or
          controlled. For example, in all months combined, a person could own or
          control 9,000 contracts, net long (net short), provided that the
          person does not also own or control more than 1,000 net long (net
          short) 100 oz. Gold futures positions.

     (2)  For 100 oz. Gold futures, the spot month maximum position limit of
          2,000 contracts net long (net short) shall be reduced by one for every
          three net long (net short) Kilo Gold futures position that are owned
          or controlled in the spot month. In all months combined, the maximum
          position limit of 4,000 contracts, net long (net short) shall be
          reduced by one for every three net long (net short) Kilo Gold futures
          positions that are owned or controlled. Alternatively, the maximum
          position limit of 4,000 contracts, net long (net short) in all months
          combined, shall be increased by one for every three net short (net
          long) Kilo Gold futures positions that are owned or controlled. For
          example, in all months combined, a person could own or control 3,000
          contracts, net long (net short), provided that the person does not
          also own or control more than 3,000 net long (net short) Kilo Gold
          futures positions. (06/01/01)


425.02    Bona Fide Hedging Positions -

(a)  General Definition. Bona fide or economically appropriate hedging positions
     in futures or options shall mean positions in a contract or positions in
     options on a contract for future delivery on this Exchange, where such
     positions normally represent a substitute for positions to be taken at a
     later time in a physical marketing channel, and where they are economically
     appropriate to the reduction of risks in the conduct and management of a
     commercial enterprise, and where they arise from:

     (1)  The potential change in the value of assets which a person owns,
          refines or merchandises or anticipates owning, refining or
          merchandising,

     (2)  The potential change in the value of liabilities which a person owes
          or anticipates incurring, or

     (3)  The potential change in the value of services which a person provides,
          purchases or anticipates providing or purchasing.

     Notwithstanding the foregoing, no positions of a person shall be classified
     as bona fide hedging unless their purpose is to offset price risks
     incidental to that person's commercial cash or spot operations and such
     positions are established and liquidated in an orderly manner in accordance
     with sound commercial practices and unless the provisions of Regulation
     425.03 have been satisfied.

(b)  Enumerated Hedging Positions. For purposes of Regulation 425.03, the
     definition of bona fide or economically appropriate hedging positions in
     subsection (a) above includes, but is not limited to, the following
     specific positions:

     (1)  Sales of any commodity for future delivery, purchases of any put
          options on futures contracts and/or sales of any call options on
          futures contracts, which do not exceed in quantity:

          (i) Ownership of the same cash commodity by the same person, and

          (ii) Fixed-price purchases of the same cash commodity by the same
            person.

                                      415


     (2)  Purchases of any commodity for future delivery, sales of any put
          options on futures contracts and/or purchases of any call options on
          futures contracts, which do not exceed in quantity:

          (i)  Fixed-price sales of the same cash commodity by the same person;
               and

          (ii) The quantity equivalent of fixed-price sales of the cash products
               and derivative products of such commodity by the same person.

     (3)  Sales and purchases of commodities for future delivery or of options
          on contracts for future delivery described in subsections (b)(1) and
          (b)(2) may also be offset by the same or other quantities of a
          different cash commodity, provided that the fluctuations in the value
          of the position for future delivery or of the commodity underlying the
          option contract are substantially related to the fluctuations in the
          value of the actual cash position.

(c)  Non-Enumerated Hedging Positions. The Board, or a Committee authorized by
     the Board, may recognize positions other than those enumerated in
     subsection (b) as bona fide or economically appropriate hedging positions,
     in accordance with the general definition of bona fide or economically
     appropriate hedging positions in Regulation 425.02(a), upon the filing of a
     satisfactory initial statement in accordance with Regulation 425.03. Such
     positions may include:

     (1)  Short-hedging positions (including long put options or short call
          options) of unsold anticipated positions in the same cash commodity by
          the same person;

     (2)  Long-hedging positions (including long call options or short put
          options) of unfilled anticipated requirements of the same cash
          commodity by the same person;

     (3)  Short or long cross-hedging positions, provided that the fluctuations
          in the value of the positions for future delivery or the commodity
          underlying the options positions are substantially related to the
          fluctuations in the value of the anticipated cash positions; or

     (4)  Any other positions in commodities for future delivery or options on
          futures contracts, including those established under the concept of
          "delta-ratio hedging", under such terms and conditions as the Board,
          or a Committee authorized by the Board, may specify.

(d)  Cash positions described in subsections (b) and (c) above shall not include
     those positions or portions of positions which are bona fide hedging
     positions in futures or economically appropriate hedging positions in
     options pursuant to Regulations 425.02 and 425.03.

     Note: Corn, Oats, Soybean, Soybean Oil, Soybean Meal and Wheat futures
     contracts are subject to Commodity Futures Trading Commission Regulation
     1.3(z), which defines bona fide hedging transactions and positions.
     (10/01/00)

425.03    Reporting Requirements For Bona Fide or Economically Appropriate
Hedging Positions in Excess of Limits -

(a)  Initial Statement. Every member or registered eligible business
     organization which owns, controls, or carries positions on behalf of a
     person who seeks classification of such positions as bona fide or
     economically appropriate hedging positions must file a statement
     satisfactory to designated staff or a Committee authorized by the Board in
     order to classify such positions as bona fide or economically appropriate
     hedging positions within the meaning of Regulation 425.02. The initial
     statement of the member or registered eligible business organization filed
     on behalf of a person shall be filed no later than 10 business days after
     the day on which the person's position exceeds the speculative limit for
     each contract specified in Regulation 425.01 (a), and shall include:

     (1)  A description of the kinds of intended positions and their potential
          size;

     (2)  A statement affirming that the kinds of intended positions are bona
          fide or economically appropriate hedging positions; and

     (3)  With respect to the kinds of intended positions that are described as
          non-enumerated hedging positions under Regulation 425.02(c), a
          justification that the kinds of intended positions are consistent with
          the definition of bona fide or economically appropriate hedging
          positions within the meaning of Regulation 425.02(a).

                                      416


(b)  Supplemental Statements. Whenever there is a material change in the
     information provided in the person's most recent statement pursuant to this
     Regulation, a supplemental statement which updates and confirms previous
     information shall be filed with designated staff or a Committee authorized
     by the Board by every member or registered eligible business organization
     owning, controlling or carrying such person's position. The supplemental
     statement shall be filed no later than 10 business days after the day on
     which the person's position exceeds the level specified in the most recent
     statement.

(c)  A Committee or designated staff authorized by the Board will monitor bona
     fide or economically appropriate hedging positions. The initial and
     supplemental statements prescribed in subsections (a) and (b) above must be
     submitted to the Office of Investigations and Audits and shall be
     maintained on a confidential basis. The Board, or a Committee or designated
     staff authorized by the Board may request additional relevant information
     necessary to ensure compliance with this Regulation 425.03. (10/01/00)

425.04  Exemptions From Position Limits -

(a)  The Board, or a Committee authorized by the Board, may establish particular
     position limits on those positions of a person normally known as "spreads,
     straddles or arbitrage," including:

     (1)  intramarket spreads;

     (2)  intermarket spreads;

     (3)  cash-futures arbitrage, where "cash" is defined as spot or forward
          positions; or

     (4)  eligible option/option or option/futures spreads as defined in
          Regulation 425.01.

     In addition, the Board or a Committee authorized by the Board, may
     establish, on a case by case basis, particular maximum position limits on
     certain risk management positions in interest rate, stock index and
     currency futures and options, including:

     (1)  Long positions  (futures, long calls, short puts) whose underlying
          commodity value does not exceed the sum of:

          (i)  Cash set aside in an identifiable manner, or any of the following
               unencumbered instruments so set aside, with maturities of less
               than 1 year:  U.S. Treasury obligations; U.S. agency discount
               notes; commercial paper rated A2 or better by Standard & Poors
               and P2 or better by Moody's; banker's acceptances; or
               certificates of deposit, plus any funds deposited as margin on
               such positions; and

          (ii) Accrued profits on such positions held at the futures commission
               merchant.

     (2)  Long positions (futures, long calls) whose underlying commodity value
          does not exceed the sum of:

          (i)  The value of equity securities, debt securities, or currencies
               owned and being hedged by the trader holding such futures or
               option position, provided that the fluctuations in value of the
               position used to hedge such securities are substantially related
               to the fluctuations in value of the  securities themselves; and

          (ii) Accrued profits on such positions held at the futures commission
               merchant.

     (3)  Short calls whose underlying commodity value does not exceed the sum
          of:

          (i)  The value of securities or currencies underlying the futures
               contract upon which the option is based or underlying the futures
               contract upon which the option is based or underlying the option
               itself and which securities or currencies are owned by the trader
               holding such option position; and

          (ii) The value of securities or currencies whose price fluctuations
               are substantially related to the price fluctuations of the
               securities or currencies underlying the futures contract upon
               which the option is based or underlying the option itself and
               which securities or currencies are owned by the trader holding
               such option position.

     Risk management positions eligible for particular position limits under
     this Regulation do not include

                                      417


     those considered as bona fide or economically appropriate hedging positions
     as defined in Regulation 425.02.

(b)  Requirements for Exemptions from Position Limits. Every member or
     registered eligible business organization which owns, controls or carries
     positions on behalf of a person who wishes to make purchases or sales of
     any commodity for future delivery or any option on a contract for future
     delivery in excess of the position limits then in effect, shall file
     statements on behalf of the person with the Exchange, in such form and
     manner as shall be prescribed by the Board, or by a Committee authorized by
     the Board, in conformity with the requirements of this subsection.

     (1)  Initial Statement. Initial statements concerning the classification of
          positions normally known in the trade as "spreads, straddles or
          arbitrage," or risk management positions, as described in subsection
          (a) above, for the purpose of subjecting such positions to particular
          position limits above those specified in Regulation 425.01 (a), shall
          be filed with designated staff or Committee authorized by the Board no
          later than 10 business days after the day on which such positions
          exceed the position limits then in effect. Such statements shall
          include information necessary to enable the Board, or a Committee
          authorized by the Board, to make a determination that the particular
          kinds of intended positions should be eligible for a higher position
          limit, including, but not limited to:

          (i)  A description of the specific nature and size of positions for
               future delivery or in options on contracts for future delivery
               and offsetting cash, forward or futures positions, where
               applicable, and affirmation that intended positions to be
               maintained in excess of the limits set forth in Regulation 425.01
               (a) will be positions as set forth in subsection (a) above; and

          (ii) In the case of risk management positions, information on the cash
               portfolio being managed and/or any cash or cash market
               instruments held in connection with the intended risk management
               position, as well as other information relevant to the conditions
               specified in subsection (a) above. Of particular interest are
               whether the cash market underlying the futures or option market
               has a high degree of demonstrated liquidity relative to the size
               of the positions, and whether there exist opportunities for
               arbitrage which provide a close linkage between the cash market
               and the futures or options market in question; and whether the
               positions are on behalf of a commercial entity, including
               parents, subsidiaries or other related entities, which typically
               buys, sells or holds the underlying or a related cash market
               instrument.

     (2)  Supplemental Statements. Whenever there is a material change in the
          information provided in the person's most recent statement pursuant to
          this Regulation, a supplemental statement which updates and confirms
          previous  information shall be filed with designated staff or a
          Committee authorized by the Board by every member or registered
          eligible business organization owning, controlling or carrying such
          person's position. The supplemental statement shall be filed no later
          than 10 business days after the day on which the person's position
          exceeds the level specified in the most recent statement.

(c)  A Committee or designated staff authorized by the Board will monitor the
     positions maintained by persons who have obtained particular position
     limits under the provisions of this Regulation. The initial and
     supplemental statements prescribed in subsections (b)(1) and (b)(2) above
     must be submitted to the Office of Investigations and Audits and shall be
     maintained on a confidential basis. The Board, or a Committee or designated
     staff authorized by the Board, may request additional relevant information
     necessary to ensure compliance with this Regulation 425.04, and may, for
     any good reason, amend, revoke or otherwise limit the particular position
     limits established.

(d)  The provisions of this Regulation 425.04 shall not apply to Corn, Oats,
     Soybean, Wheat, Soybean Oil and Soybean Meal futures and options contracts
     traded on the Exchange. (10/01/00)

425.05    Exemption from Aggregation for Position Limit Purposes -

(a). Positions carried for an eligible entity as defined in Commodity Futures
     Trading Commission Regulation 150.1(d), in a separate account or accounts
     of an independent account controller, as

                                      418


     defined in Commodity Futures Trading Commission Regulation 150.1(e) may
     exceed the position limits set forth in Regulation 425.01 to the extent
     such positions are positions not for the spot month and which are carried
     for an eligible entity as defined by Commodity Futures Trading Commission
     Regulation 150.1 or such other persons as the Commission deems exempt
     pursuant to Regulation 150.3, in the separate account or accounts of an
     independent account controller provided however, that the overall positions
     held or controlled by each such independent account controller may not
     exceed the limits specified in Regulation 425.01.

(b)  Additional Requirements for Exemption of Affiliated Entities - If the
     independent account controller is affiliated with the eligible entity or
     another independent account controller, each of the affiliated entities
     must:

     1)   Have and enforce, written procedures in place to preclude such account
          controllers from having knowledge of, gaining access to, or receiving
          data about, trades of other account controllers. Such procedures must
          include document routing, and other procedures or security
          arrangements, including separate physical locations, which would
          maintain the independence of their activities provided, however, that
          such procedures may provide for the disclosure of information which is
          reasonably necessary for an eligible entity to maintain the level of
          control consistent with the fiduciary responsibilities and necessary
          to fulfill its duty to supervise diligently the trading done on its
          behalf;

     2)   Trade such accounts pursuant to separately developed and independent
          trading systems and market such trading systems separately; and

     3)   Solicit funds for such trading by separate Disclosure Documents that
          meet the standards of Commodity Futures Trading Commission Regulation
          4.21.

(c)  Upon request by the Board or a Committee authorized by the Board or such
     person responsible for the supervision of the Office of Investigations and
     Audits, any person claiming an exemption from speculative position limits
     under this Regulation must provide to the Exchange such information as
     specified in the request relating to the positions owned or controlled by
     that person; trading done pursuant to the claimed exemption; the futures,
     options, or cash market positions which support the claim of the exemption;
     and the relevant business relationships supporting a claim of exemption.
     (10/01/00)

425.06    Position Accountability for U.S. Treasury Bonds - A person as defined
in Regulation 425.01(c), who owns or controls more than 10,000 U.S. Treasury
Bond futures and/or futures-equivalent contracts net long or net short in all
months and strike prices combined, or net long or net short futures contracts in
the spot month, or 25,000 option contracts for all months and all strike prices
combined in each option category as defined in Regulation 425.01 (a) shall
thereby be subject to the following provisions:

-    Such person shall provide, in a timely manner upon request by the
     Association, information regarding the nature of the position, trading
     strategy, and hedging information if applicable.

-    Such positions must be initiated and liquidated in an orderly manner.

For purposes of this regulation, all positions in accounts for which a person,
by power of attorney or otherwise, directly or indirectly controls trading shall
be included with the positions held by such person. The provisions of this
regulation shall apply to positions held by two or more persons acting pursuant
to an expressed or implied agreement or understanding, the same as if the
positions were held by a single person.

Nothing herein shall limit the jurisdiction of the Association.  (10/01/00)

425.07    Position Accountability for Long-Term and Medium-Term Treasury Notes -
A person as defined in Regulation 425.01(c), who owns or controls more than
7,500 Long-Term Treasury Note futures and/or futures-equivalent contracts or
more than 7,500 Medium-Term Treasury Note futures and/or futures-equivalent
contracts, net long or net short in all months and strike prices combined, or
net long or

                                      419


net short futures contracts in the spot month, or 20,000 option contracts for
all months and all strike prices combined in each option category as defined in
Regulation 425.01 (a) shall thereby be subject to the following provisions:

-    Such person shall provide, in a timely manner upon request by the
     Association, information regarding the nature of the position, trading
     strategy, and hedging information if applicable.

-    Such person automatically shall consent, when so ordered by the Association
     acting in its discretion, not to increase further the position in Long-Term
     Treasury Notes or Medium-Term Treasury Notes which exceeds the above-
     referenced 7,500 futures and/or futures-equivalent contracts or 20,000
     option contracts level.

-    Such positions must be initiated and liquidated in an orderly manner.

For purposes of this regulation, all positions in accounts for which a person,
by power of attorney or otherwise, directly or indirectly controls trading shall
be included with the positions held by such person. The provisions of this
regulation shall apply to positions held by two or more persons acting pursuant
to an expressed or implied agreement or understanding, the same as if the
positions were held by a single person.

Nothing herein shall limit the jurisdiction of the Association.  (10/01/00)

425.08    Position Accountability for 30-Day Fed Funds Futures - A person as
defined in Regulation 425.01(b), who owns or controls more than 3,000 30-Day Fed
Fund futures contracts, net long or net short in all months combined, or net
long or net short in the spot month, shall thereby be subject to the following
provisions:

     -    Such person shall provide, in a timely manner upon request by the
          Association, information regarding the nature of the position, trading
          strategy, and hedging information if applicable.

     -    Such person automatically shall consent, when so ordered by the
          Association acting in its discretion, not to increase further the
          position in 30-Day Fed Fund futures contracts which exceeds the above-
          referenced 3,000 contract level.

     -    Such positions must be initiated and liquidated in an orderly manner.

For purposes of this regulation, all positions in accounts for which a person,
by power of attorney of otherwise, directly or indirectly controls trading shall
be included with the positions held by such person.  The provisions of this
regulation shall apply to positions held by two or more persons acting pursuant
to an expressed or implied agreement or understanding, the same as if the
positions were held by a single person.

Nothing herein shall limit the jurisdiction of the Association.  (04/01/96)

                                      420


Ch4 Margins and Deposits

430.00    Deposits by Customers - A member acting as commission merchant for a
customer (member or non-member) may require from such customer a deposit, as
indemnity against liability, and subsequent deposits to the extent of any
adverse fluctuations in the market price. Such deposits must be made with the
commission merchant within a reasonable time after demand, and, in the absence
of unusual circumstances, one hour shall be deemed a reasonable time. The
failure of the customer to make such deposit within such time, shall entitle,
but shall not obligate, the commission merchant to close out the trades of the
defaulting customer. If the commission merchant is unable to effect personal
contact with the customer, a written demand left at the office of the customer,
during business hours, shall be deemed sufficient. 209  (08/01/94)

431.00    Margins - No member may accept or carry an account for a customer,
whether a member or non-member, without proper and adequate margin. The Exchange
shall fix minimum margin requirements.

The provisions of the foregoing paragraph do not apply to a non-clearing member
who makes his own trades or who on the Floor gives his orders for trades which
are exclusively for his own account and pays the brokerage thereon. 210
(08/01/94)

431.00A   Permit Holder Interpretation - The term 'non-clearing member' in
paragraph 2 of Rule 431.00 should be interpreted to include Permit Holders.
(08/01/94)

431.01    Margins - Non-Clearing Members - A non-clearing member who makes his
own futures trades or who on the Floor gives his orders for futures trades which
are exclusively for his account shall be subject solely to the provisions of
this Regulation. All futures transactions in such account shall be margined to
the market. 1822B  (08/01/94)

431.02    Margin Requirements - Margin requirements shall at all times be those
requirements currently in effect. Changes in margin requirements shall be
effective on all transactions.

1.   Transferred to Regulations 431.03 and 431.05.

2.   Clearing members may carry contracts for future delivery for foreign and
     domestic correspondents on a gross margin basis as provided in Paragraph 3
     of Regulation 431.03, but only to the extent that such contracts are those
     of customers and non-customers of the foreign and domestic correspondents.

3.   If stocks, bonds or similar collateral, which must be free from liens and
     from any impediments to negotiability, are deposited with a member
     specifically to secure transactions which are executed on this Exchange,
     the current market value less the applicable haircut as specified in SEC
     Rule 15c3-1(c)(2)(vi) may be considered as margin value to such
     transactions.

     A registered futures commission merchant shall not accept as margin,
     pledge, hypothecate, assign or factor any customer owned warehouse receipt
     other than a warehouse receipt that is eligible for delivery in
     satisfaction of futures contracts at a contract market.

4.   Foreign currencies or foreign government securities which are deposited
     with a member for margin purposes must be reported at the current rate of
     exchange to the dollar equivalent. The margin value will be determined by
     Regulation 431.02 paragraph 3.

5.   In computing minimum margin requirements for any customer equities or
     impairment resulting from change in market prices shall be regarded as
     money equivalents.

6.   No member shall extend any credit or give any rebate or gratuity of any
     kind to any person for the purpose of circumventing or evading minimum
     margin requirements.

7.   It shall be incumbent upon each member to require satisfactory evidence
     that all hedging trades are bona fide hedging trades. A letter from a
     customer so stating will be considered "satisfactory evidence" under this
     paragraph unless there is reason to suspect otherwise.

8.   An account shall be entitled to spread margins, whenever said account is in
     a spread position. The carrying member shall designate spread position on
     his margin records.

                                      421


9.   When a correspondent member's account with the Clearing House member
     consists of trades which are spreading trades, such account may be carried
     as a spreading account by the clearing member.

10.  It shall be incumbent upon each member financing purchases of cash grain
     for country elevator customers to require satisfactory evidence that funds
     so loaned are not used to margin future contracts other than for the
     purpose of hedging cash grain.

     When a customer states that funds required to fully margin his account are
     being transmitted at once, the member may consider this assurance in lieu
     of cash for a reasonable period. Members are required to keep written
     records of all margin calls, whether made in writing or by telephone.

11.  Members shall not accept orders for new trades from a customer, unless the
     minimum initial margin on the new trades is deposited and unless the margin
     on old commitments in the account equals or exceeds the initial
     requirements on hedging and spreading trades and/or the maintenance
     requirements specified in Regulations 431.03 and 431.05 on all other
     trades. If the customer has a credit in excess of the initial margin
     requirements on all old commitments in his account, this may be used as
     part or all of the initial margins required on new commitments. However,
     credits in excess of maintenance margins and less than initial margin
     requirements may not be used.

12.  No customer shall be permitted to make withdrawals from an account when the
     margin therein is less than the minimum initial margin specified in
     Regulations 431.03 and 431.05 or when the withdrawals would impair such
     minimum requirements.

13.  No member may carry for a customer spreading transactions when the
     customer's account, figured to the market, would result in a deficit.
     Minimum maintenance margins required on other transactions are specified in
     Regulations 431.03 and 431.05. When a customer's account drops below the
     maintenance margin level, the account must be brought back to initial
     margin requirements. The failure of a member to close the customer's
     account before it results in such deficit or undermargined condition shall
     not relieve the customer of any liability to the member, nor shall such
     failure on the part of a member amount to an extension of credit to the
     customer if the member in the exercise of reasonable care has been unable
     to close the account without incurring such deficit or undermargined
     condition.

14.  A member may use his discretion in permitting a customer having an
     established account to trade during any day without margining each
     transaction, provided the net position resulting from the day's trading is
     margined as required by Rules 286.00, 431.00 and Regulations 431.02, 431.03
     and 431.05.

15.  When a customer switches an open interest in the same grain from one future
     to another and the orders for the purchase and sale are placed
     simultaneously, no additional margins need be required by his commission
     merchant because of such switch. However, if such orders are not placed
     simultaneously, the new position should be margined on the basis of minimum
     initial margin requirements.

16.  A bona fide hedger, in financial instruments, reporting positions on a
     gross basis pursuant to Regulation 705.01, must pay appropriate margins on
     the gross positions reported during the delivery month. 1822 (08/01/94)

431.02A   Hedging Transactions - WHEREAS, Regulation 431.02(7) makes it
incumbent "upon each member to require satisfactory evidence that all hedging
trades are bona fide hedging trades," and

WHEREAS, Regulation 431.02(7) further states that "a letter from a customer so
stating will be considered 'satisfactory evidence' unless there is reason to
suspect otherwise;"

NOW THEREFORE, BE IT RESOLVED that whenever a non-member customer of a member or
member firm carries in its hedging account an open position in any Board of
Trade futures contract exceeding speculative position limits established by the
Association, it shall be incumbent upon the member or member firm to satisfy
itself, and to be able to confirm to the Business Conduct Committee that the
open position of such non-member customer, to the extent that it exceeds such
speculative position limits, represents bona fide hedging transactions.

                                      422


BE IT FURTHER RESOLVED that this resolution be published as a Ruling of the
Association. 42R (08/01/94)

431.03  Margin on Futures - (06/01/01)

(1) MAINTENANCE AND INITIAL MARGINS.  Other than Hedging or Spreading. Under
    the provisions of Rule 431.00, the Exchange hereby fixes the following
    minimum maintenance and initial margins for futures transactions, other than
    hedging and spreading transactions:



-------------------------------------------------------------------------------------------------
                                                                 Initial Margin
                                                                     Mark-Up          Initial
                                     Maintenance Margin            Percentage         Margin
-------------------------------------------------------------------------------------------------
                                                                             
Agricultural Group
-------------------------------------------------------------------------------------------------
Corn                                 $  350 per contract              135%            $  473
-------------------------------------------------------------------------------------------------
Oats                                 $  200 per contract              135%            $  270
-------------------------------------------------------------------------------------------------
Rough Rice                           $  500 per contract              135%            $  675
-------------------------------------------------------------------------------------------------
Soybeans                             $  700 per contract              135%            $  945
-------------------------------------------------------------------------------------------------
Soybean Meal                         $  600 per contract              135%            $  810
-------------------------------------------------------------------------------------------------
Soybean Oil                          $  350 per contract              135%            $  473
-------------------------------------------------------------------------------------------------
Wheat                                $  550 per contract              135%            $  743
-------------------------------------------------------------------------------------------------
Metals Group
-------------------------------------------------------------------------------------------------
Gold - One Kilo                      $  350 per contract              135%            $  473
-------------------------------------------------------------------------------------------------
Gold - 100 Ounce                     $1,050 per contract              135%            $1,418
-------------------------------------------------------------------------------------------------
Silver - 1000 Ounce                  $  200 per contract              135%            $  270
-------------------------------------------------------------------------------------------------
Silver - 5000 Ounce                  $1,000 per contract              135%            $1,350
-------------------------------------------------------------------------------------------------
Financial Instrument Group
-------------------------------------------------------------------------------------------------
Treasury Bonds                       $1,750 per contract              135%            $2,363
-------------------------------------------------------------------------------------------------
Treasury Note (6 1/2-10 year)        $1,200 per contract              135%            $1,620
-------------------------------------------------------------------------------------------------
Treasury Note (5 year)               $  800 per contract              135%            $1,080
-------------------------------------------------------------------------------------------------
Treasury Note (2 year)               $  700 per contract              135%            $  945
-------------------------------------------------------------------------------------------------
Agency Notes (10 year)               $1,200 per contract              135%            $1,620
-------------------------------------------------------------------------------------------------
Agency Notes (5 Year)                $  600 per contract              135%            $  810
-------------------------------------------------------------------------------------------------
30-Day Fed Fund                      $  300 per contract              135%            $  405
-------------------------------------------------------------------------------------------------
Municipal Bond Index                 $1,000 per contract              135%            $1,350
-------------------------------------------------------------------------------------------------
Mortgage                             $  600 per contract              135%            $  810
-------------------------------------------------------------------------------------------------
Stock Index Group
-------------------------------------------------------------------------------------------------
DJIA/SM/ Index                       $5,000 per contract              135%            $6,750
-------------------------------------------------------------------------------------------------


                                      423




                                                                                
-----------------------------------------------------------------------------------------------
DJTA/SM/ Index                     $2,000 per contract                 135%              $2,700
-----------------------------------------------------------------------------------------------
DJUA/SM/ Index                     $2,000 per contract                 135%              $2,700
-----------------------------------------------------------------------------------------------
DJCA/SM/ Index                     $1,000 per contract                 135%              $1,350
-----------------------------------------------------------------------------------------------


(2)  HEDGING MARGINS. Subject to the provisions of Paragraphs 8, 9, 10 and 11 of
     Regulation 431.02, minimum initial and maintenance hedging margins on all
     commitments in futures shall be as follows:



                                                                         Initial
                                                                         Margin
                                                                         Mark-Up          Initial
                                           Maintenance Margin            Percentage       Margin
-------------------------------------------------------------------------------------------------
Agricultural Group
-------------------------------------------------------------------------------------------------
                                                                                 
Corn                                      $  350 per contract               100%           $  350
-------------------------------------------------------------------------------------------------
Oats                                      $  200 per contract               100%           $  200
-------------------------------------------------------------------------------------------------
Rough Rice                                $  500 per contract               100%           $  500
-------------------------------------------------------------------------------------------------
Soybeans                                  $  700 per contract               135%           $  700
-------------------------------------------------------------------------------------------------
Soybean Meal                              $  600 per contract               135%           $  600
-------------------------------------------------------------------------------------------------
Soybean Oil                               $  350 per contract               100%           $  350
-------------------------------------------------------------------------------------------------
Wheat                                     $  550 per contract               100%           $  550
-------------------------------------------------------------------------------------------------
Metals Group
-------------------------------------------------------------------------------------------------
Gold - One Kilo                           $  350 per contract               100%           $  350
-------------------------------------------------------------------------------------------------
Gold - 100 Ounce                          $1,050 per contract               100%           $1,050
-------------------------------------------------------------------------------------------------
Silver - 1000 Ounce                       $  200 per contract               100%           $  200
-------------------------------------------------------------------------------------------------
Silver - 5000 Ounce                       $1,000 per contract               100%           $1,000
-------------------------------------------------------------------------------------------------
Financial Instrument Group
-------------------------------------------------------------------------------------------------
Treasury Bonds                            $1,750 per contract               100%           $1,750
-------------------------------------------------------------------------------------------------
Treasury Note (6 1/2-10 year)             $1,200 per contract               100%           $1,200
-------------------------------------------------------------------------------------------------
Treasury Note (5 year)                    $  800 per contract               100%           $  800
-------------------------------------------------------------------------------------------------
Treasury Note (2 year)                    $  700 per contract               100%           $  700
-------------------------------------------------------------------------------------------------
Agency Notes (10 year)                    $1,200 per contract               135%           $1,200
-------------------------------------------------------------------------------------------------
Agency Notes (5 year)                     $  600 per contract               100%           $  600
-------------------------------------------------------------------------------------------------


                                      424




                                                                  
---------------------------------------------------------------------------------
30 Day Fed Funds                 $  300 per contract          100%         $  300
---------------------------------------------------------------------------------
Municipal Bond Index             $1,000 per contract          100%         $1,000
---------------------------------------------------------------------------------
Mortgage                         $  600 per contract          100%         $  600
---------------------------------------------------------------------------------
Stock Index Group
---------------------------------------------------------------------------------
DJIA/SM/ Index                   $5,000 per contract          100%         $5,000
---------------------------------------------------------------------------------
DJTA/SM/ Index                   $2,000 per contract          100%         $2,000
---------------------------------------------------------------------------------
DJUA/SM/ Index                   $2,000 per contract          100%         $2,000
---------------------------------------------------------------------------------
DJCA/SM/ Index                   $1,000 per contract          100%         $1,000
---------------------------------------------------------------------------------


(3)  SPREADING MARGINS. The minimum maintenance margin of spreading transactions
     shall be as follows:

     Intra-market spreads (involving the same commodity) where both sides of the
     transaction are carried on the books of one member firm shall be margined
     to the market, except for the following commodities which will be margined
     as indicated:



                 Old crop/New crop:        Initial/Maintenance
                 ---------------------------------------------
                                        
                 Corn                      $ 68 / $ 50
                 ---------------------------------------------
                 Soybeans                  $338 / $250
                 ---------------------------------------------
                 Soybean Meal              $405 / $300
                 ---------------------------------------------
                 Soybean Oil               $135 / $100
                 ---------------------------------------------
                 Wheat                     $135 / $100
                 ---------------------------------------------
                 Oats                      $135 / $100
                 ---------------------------------------------


Inter-market spreads where both sides of the transaction are carried on the
books of one member firm shall be as follows (See paragraph (1) for initial
margin mark-up percentage):



                                                               Spread
Spread                                                         Credit %
                                                            
-----------------------------------------------------------------------
Soybeans vs. Soybean Oil                                         50%
-----------------------------------------------------------------------
Soybeans vs. Soybean Meal                                        65%
-----------------------------------------------------------------------
Treasury Notes (6-1/2-10 year) vs. Treasury Bonds                75%
-----------------------------------------------------------------------
(2) Treasury Notes (6-1/2-10 year) vs. Treasury Bonds            80%
-----------------------------------------------------------------------
(3) Treasury Notes (5 year) vs. (2) Treasury Notes               85%
(6-1/2-10 year)
-----------------------------------------------------------------------


                                      425


                                                             
------------------------------------------------------------------------------
 Treasury Notes (6-1/2-10 year) vs. Municipal Bond Index             75%
------------------------------------------------------------------------------
 Treasury Notes (2 year) vs. Municipal Bond Index                    60%
------------------------------------------------------------------------------
 Treasury Bonds vs. Municipal Bond Index                             75%
------------------------------------------------------------------------------
 Treasury Notes (5 year) vs. Treasury Notes (6-1/2-10 year)          75%
------------------------------------------------------------------------------
 Treasury Notes (5 year) vs. Treasury Bonds                          55%
------------------------------------------------------------------------------
 (5) Treasury Notes (5 year) vs. (2) Treasury Bonds                  75%
------------------------------------------------------------------------------
 Treasury Notes (5 year) vs. Municipal Bond Index                    55%
------------------------------------------------------------------------------
 (5) Treasury Notes (2 year) vs. (2) Treasury Bonds                  65%
------------------------------------------------------------------------------
 Treasury Notes (2 year) vs. Treasury Notes (6-1/2-10 year)          65%
------------------------------------------------------------------------------
 Treasury Notes (2 year) vs. Treasury Notes (5 year)                 85%
------------------------------------------------------------------------------
 (3) Treasury Notes (2 year) vs. (2) Treasury Notes (6-1/2-10        75%
  year)
------------------------------------------------------------------------------
 Treasury Bonds vs. (2) 10 Yr. Agency                                65%
------------------------------------------------------------------------------
 10 Yr. Agency Notes vs. 10 Yr. T-Notes                              80%
------------------------------------------------------------------------------
 (2) 10 Yr. Agency Notes vs. (3) 5 Yr. T-Notes                       75%
------------------------------------------------------------------------------
 (2) 10 Yr. Agency Notes vs. (3) 2 Yr. T-Notes                       65%
------------------------------------------------------------------------------
 (2) Treasury Bonds vs. (5) 5 Yr. Agency                             55%
------------------------------------------------------------------------------
 (2) 10 Yr. Treasury Notes vs. (3) 5 Yr. Agency                      75%
------------------------------------------------------------------------------
     5 Yr. Treasury Notes vs. 5 Yr. Agency                           85%
------------------------------------------------------------------------------
     2 Yr. Treasury Notes vs. 5 Yr. Agency                           80%
------------------------------------------------------------------------------
 (2) 10 Yr. Agency vs. (3) 5 Yr. Agency                              75%
------------------------------------------------------------------------------
     T-Bonds vs. (3) Mortgage                                        75%
------------------------------------------------------------------------------
     10-Yr. T-Notes vs. (2) Mortgage                                 80%
------------------------------------------------------------------------------
     5 Yr. T-Notes vs. Mortgage                                      80%
------------------------------------------------------------------------------
     10 Yr. Agency vs. (2) Mortgage                                  80%
------------------------------------------------------------------------------
     5 Yr. Agency vs. Mortgage                                       80%
------------------------------------------------------------------------------
 Crush Spread (Same Crop Year) Soybeans (September
 Forward) vs.
------------------------------------------------------------------------------
 Soybean Meal (October Forward) vs.
------------------------------------------------------------------------------
 Soybean Oil (October Forward)                                       80%
------------------------------------------------------------------------------
 Crush Spread
------------------------------------------------------------------------------
   (10) Soybeans
------------------------------------------------------------------------------
   vs. (11) Soybean Meal
------------------------------------------------------------------------------



                                      426


                                                          

   vs. (9) Soybean Oil                                          80%
------------------------------------------------------------------------------
  For the purpose of this paragraph, a crush spread is a position of 5,000
  bushels of soybeans against one contract of soybean meal and one contract
  of soybean oil or a ratio of contracts that conforms to generally accepted
  soybean processor crush relationships. The number of crush spreads is
  limited to the net positions within any of the commodities.
------------------------------------------------------------------------------

   



Spread                                                 Spread Credit %
--------------------------------------------------------------------------
                                                          
1:1:1:4 DJTA/SM/, DJUA/SM/, DJIA/SM/ vs. DJCA/SM/            70%
--------------------------------------------------------------------------
1:2 DJIA/SM/ vs. DJCA/SM/                                    70%
--------------------------------------------------------------------------


(4) INTER-MARKET SPREADS. Inter-market spreads (involving the same commodity)
where both sides of the transaction are carried on the books of one member firm
shall be margined on the Chicago Board of Trade side as follows (SPAN-does not
currently recognize inter-market spreads):



Spread                                                       Spread Credit %
-------------------------------------------------------------------------------
                                                          
CBOT Wheat vs. Kansas City Board of Trade Wheat              80%
-------------------------------------------------------------------------------
CBOT Wheat vs. Minneapolis Grain Exchange Spring Wheat       70%
-------------------------------------------------------------------------------
Gold (100 oz.) vs. Comex Gold                                50%
-------------------------------------------------------------------------------
(3) Kilo Gold vs. (1) Comex Gold                             50%
-------------------------------------------------------------------------------
Silver (5000 oz.) vs. Comex Silver                           50%
-------------------------------------------------------------------------------
(5) CBOT 1,000 Silver vs. (1) Comex 5,000 Silver             50%
-------------------------------------------------------------------------------
Other inter-market spreads:
-------------------------------------------------------------------------------
(2) CBOT T-Note (2 year) vs. 3 CME Eurodollar                70%
-------------------------------------------------------------------------------
(5) CBOT T-Note (2 year) vs. 2 FINEX T-Note (5 year)         80%
-------------------------------------------------------------------------------
(5) CBOT T-Note (5 year) vs. 2 FINEX T-Note (5 year)         80%
-------------------------------------------------------------------------------
(5) CBOT T-Note (5 year) vs. 2 FINEX T-Note (2 year)         80%
-------------------------------------------------------------------------------
(1) CBOT DJIA/SM/ vs. (1) KCBOT Mini-Value Line              70%
-------------------------------------------------------------------------------
(5) CBOT DJIA/SM/ vs. (2) Value Line                         70%
-------------------------------------------------------------------------------
(1) CBOT DJIA/SM/ vs. (10) Amex Diamonds                    $800
                                                            (per CBOT side)
-------------------------------------------------------------------------------


(5) INTER-MARKET SPREADS FOR CBOT AND MIDAM CONTRACTS

(a) Customers
--- ---------
For purposes of Regulations 431.03 and 431.05, any spread or other recognized
strategy specified therein may consist of a combination of positions in Chicago
Board of Trade and MidAmerica Commodity Exchange (MidAm) contracts, provided
that each MidAm position in such a combination is equivalent in size, and is in
the same commodity, as is specified with respect to a Chicago Board of Trade
position.

(b) Non-Clearing Members
--- --------------------
For purposes of Regulations 431.01, 431.03 and 431.06, any spread or other
recognized strategy specified therein may consist of a combination of positions
in Chicago Board of Trade and MidAmerica Commodity Exchange (MidAm) contracts,
provided that each MidAm position in such a combination:

    --  is equivalent in size, and is in the same commodity, as is specified
        with respect to a Chicago Board of Trade position;

                                      427



        and

    --  is in a contract in which the non-clearing member has MidAm membership
        privileges.

431.03A Margins-Spreads involving soybeans versus only crude soybean oil or only
soybean meal or spreads involving crude soybean oil versus soybean meal do not
meet the requirements of Paragraph 4(a) of Regulation 431.03 and, therefore, do
not qualify for margins on one side only. 34R (08/01/94)

431.03B Margins-The Rules Committee was asked the following questions:

(1) Is it permissible for a carrying broker to maintain an account with a bank
    where it is specified that the deposits therein are made at the request of a
    particular client - such funds not necessarily being those of the client.

(2) Is it permissible to maintain such an account, limiting it to the amounts
    deposited by such client.

    The Committee is unanimously of the opinion that these practices are a
    violation of the Association's minimum margin Rules and Regulations.  They
    constitute the extending of credit for margins. 40R  (08/01/94)

431.04  Notice of Undermargined Omnibus Accounts-(See 285.05) (08/01/94)

431.05  Margin on Options-Under the provisions of Rule 431.00, the Board
hereby establishes that minimum margins for option transactions will be
determined by the *Standard Portfolio Analysis of Risk- (SPAN-) margin
calculations.

     Maintenance margin will equal the maximum of:

     (a) Market Risk Margin calculation

     (b) Extreme Market Risk calculation

     (c) Gross Short Option calculation

     (d) Initial margins for each commodity are identified in Regulations
     431.03(1), (2) and (3).

     For all long option positions premium must be paid in full when the
     position is initiated. See Regulations 1305.01, 1605.01, 2205.01, 2705.01,
     2805.01, 2905.01, 3005.01, 3105.01, 3205.01, 3305.01, 3505.01, 3605.01,
     4405.01, 4605.01, 4805.01 and 5805.01.

     The values of the following policy variables will be determined by the
     Board of Directors:

     1. Normal range of futures price changes.

     2. Normal range of implied volatility changes.

     3. Intermonth spread margin for determining intermonth spread risk.

     4. Extreme range of futures price changes.

     5. Backup margin collection ratio for the Extreme calculation.

     6. Gross short option assessment level.  (06/01/01)

431.06  Margin on Options-Non-Clearing Members--A non-clearing member who
makes his own option trades or who on the Floor gives his orders for option
trades which are exclusively for his account shall be subject solely to the
provisions of the *Standard Portfolio Analysis of Risk-margin (SPAN-).

     Maintenance margin will equal the maximum of:

     (a) Market Risk Margin calculation.

     (b) Extreme Market Risk calculation.

     (c) Gross Short option calculation.

For all long option positions premium must be paid in full when the position is
initiated. See Regulations

                                      428



1305.01, 1605.01, 2205.01, 2705.01, 2805.01, 2905.01, 3005.01, 3105.01, 3205.01,
3305.01, 3505.01, 3605.01, 4405.01, 4605.01, 4805.01 and 5805.01.
(06/01/01)

*"SPAN-" and "Standard Portfolio Analysis of Risk-" are trademarks of the
Chicago Mercantile Exchange. The Chicago Mercantile Exchange assumes no
liability in connection with the use of SPAN by any person or entity.

B.  Inter-Market Option Spreads--(See 431.03) section 5  (04/01/00)

432.00  Customers' Securities--The improper use of a customer's securities is
inconsistent with just and equitable principles of trade. 211  (08/01/94)

433.00  Agreement for Use of Securities--An agreement between a member and a
customer, authorizing the member to pledge securities, either alone or with
other securities carried for the account of the customer, either for the amount
due thereon or for a greater amount, or to lend such securities, does not
justify the member in pledging or loaning more of such securities than is fair
and reasonable in view of the indebtedness of said customer to said member.

No form of general agreement between a member and a customer shall warrant the
member in using securities carried for the customer for delivery on sales made
by the member for his own account, or for any account in which the firm or
corporation of said member or of any general or special partner therein is
directly or indirectly interested. 212  (08/01/94)

433.01  Construction of Rules 432.00 and 433.00--A customer's wholly owned
securities and/or excess collateral (securities in excess of the approximate
amount required to enable the member carrying the account to finance it) must be
segregated in a manner which clearly identifies their ownership. The member
carrying the account shall keep a record of the location of such segregated
securities and the means by which their ownership may be identified. When such
securities are in the custody of another broker, the member carrying the account
shall keep such other broker fully informed at all times as to the specific
securities to be segregated. This Regulation applies to both odd lots and round
lots.  (08/01/94)

                                      429


Ch4 Transfer Trades/Exchange Service Fees

443.00  Exempt Transactions--The provisions of the Rules and Regulations
respecting member rates of commission and brokerage rates shall be superseded
not later than March 4, 1978. 219A  (08/01/94)

444.01 Transfer Trades; Exchange of Futures for Physicals and Give-up
Transactions--Transfer trades, or office trades, are defined and limited to
trades made upon the books of a commission merchant for the purpose of: (a)
transferring existing trades from one account to another within the same office
where no change in ownership is involved; or, (b) transferring existing trades
from the office of one commission merchant to the office of another commission
merchant where no change in ownership is involved, provided that no such
transfer may be made for the purpose of evading and avoiding delivery on such
trades and provided further that if such transfer is made after receipt from the
Clearing House of a notice of intention to deliver applicable to such trades,
then the notice of intention to deliver must be passed through the Clearing
House along with the trades so transferred and the Clearing House shall
thereupon pass the notice of intention to deliver to the commission merchant to
whom such transfer has been made and delivery shall be taken by such commission
merchant; or, (c) exchanging futures for cash commodities or in connection with
cash commodities transactions; or, (d) to establish the prices of cash
commodities; or, (e) correcting errors on cleared trades, provided the original
trade documentation confirms the error and the special clearing code or screen
designated by the Board of Directors has been used to identify these transfers;
or (f) transferring trades executed on behalf of another commission merchant
from the account of the executing commission merchant to the account of the
other commission merchant customer where no change of ownership is involved,
provided that the special clearing code or screen designated by the Board of
Directors has been used to identify these transfers. The Business Conduct
Committee ("BCC") may, in its discretion, upon written request, exempt a
transfer trade from the requirements of this provision providing that the
transfer trade is made for the purpose of combining the positions held by two or
more commodity pools which are operated by the same commodity pool operator and
traded by the same commodity trading advisor, pursuant to the same strategy,
into a single account so long as the transfer does not result in the liquidation
of any open positions, and the pro rata allocation of interests in the
consolidating account does not result in more than a de minimize change in the
value of the interest of any pool participant and such other transfers as the
BCC, in its discretion, shall exempt in connection with or as a result of, a
merger, asset purchase, consolidation or similar non-recurring transaction
between two or more entities where one or more entities become the successor in
interest to one or more other entities.

Give-up transactions must be transferred in accordance with the procedure
provided in subparagraph (f) above. In the case of give-up transactions, the
commission merchant ("executing commission merchant") executing a trade on
behalf of another commission merchant (the "carrying commission merchant")
(including such carrying commission merchant's customers) must submit the trade
to the Clearing House for clearing, and remains responsible for the clearing and
settlement of such trade as prescribed by the Clearing House. Executing
commission merchants and carrying commission merchants must utilize an automated
invoicing system for commission payments resulting from give-up transactions, as
determined by the Board of Directors. Notwithstanding the foregoing, the
executing commission merchant, carrying commission merchant and, as applicable,
the customer on the account at the carrying commission merchant for which the
trade is executed, may by agreement set out their respective obligations and
financial responsibility to one another relating to the transfer of the trade.

Exchange of futures in connection with cash commodity transactions or of futures
for cash commodities may be made at such prices as are mutually agreed upon by
the two parties to the transaction. All transactions involving exchanges of
futures in connection with cash commodity transactions or of futures for cash
commodities transactions involving CBOE 50 and CBOE 250 Stock Index futures
shall be priced within the day's trading range.

All transfer trades made between the offices of two commission merchants and all
office trades made in connection with cash commodity transactions or the
exchange of futures for cash commodities shall be

                                      430



designated by proper symbol as transfer or office trades and must be cleared
through the Clearing House in the regular manner.

Transfer trades must be made at the same price or prices which appear on the
books of the transferring commission merchant, and the transfer must also show
the date when such trade or trades were originally made; provided, however, that
those transfers involving a debtor as defined by and in accordance with
Regulation 272.02 shall retain the original trade date for purposes of delivery
but shall be entered on the books of the transferee at the settlement price on
the day of the transfer. In addition, each party to transfer trade transactions
shall file with the Clearing House a memorandum stating the nature of the
transaction, whether the transaction has resulted in a change of ownership, the
kind and quantity of cash commodity, if any is involved, the kind, quantity and
price of the commodity future, the name of the opposite Clearing member, if any,
and such other information as the Clearing House may require. 1809A (09/01/98)

444.01A Transfer Trades and Inter-Market Spreads - - Owing to the fact that some
questions have arisen as to what may properly be handled in the way of give-ups,
as office trades or transfer trades, particularly in connection with the new
Commodity Exchange Act, the Directors have found it necessary to clarify this
situation with certain interpretations which will be mailed to all members
shortly. In the meantime, there is one point which seems important because of
the past custom of the trade, and we wish to call attention to it. In case a
house has spread orders between markets at a guaranteed difference, such as
buying Winnipeg or Minneapolis or Kansas City and selling Chicago at a fixed
difference, it has been customary in the past in the event they found some other
house going the other way at the same difference to exchange futures in the two
markets in order to consummate the spread. In other words, this was done by
give-ups rather than by pit executions. Under the new interpretation, such a
give-up is not permissible, inasmuch as it involves a change of ownership and is
not a give-up against a cash transaction, as interpreted by the Commodity
Exchange Act or the Board of Trade Rules. Accordingly, it will not be
permissible to exchange futures in the form of give-ups under such
circumstances, which will compel the actual filling of these limited spreads by
means of pit executions.

While this appears to work a certain amount of hardship, it seems to be required
in order to conform to the law and to the Rules of the Association; and,
accordingly, attention is directed to it in order to avoid possible confusion
where spreads are being worked between two markets.  (08/01/94)

444.01B  Prohibition on Exchange of Futures for Cash Commodities Involving
Multi-Parties--The exchange of futures for cash commodities or in connection
with cash commodity transactions may only occur when the buyer of the futures
contracts is the seller of the cash commodity and the seller of the futures
contracts is the buyer of the cash commodity. The transaction must be submitted
to the clearing house by a clearing firm acting on its own behalf or for the
beneficial account of a customer who is a party to the transaction.  (08/01/94)

444.02 Clearance of Exchanges of Futures for Physicals Transactions--With
respect to the futures portion of an exchange of future for physical
transaction, clearing firm on opposite sides of the transaction must
subsequently approve the terms of the transaction, including the clearing firm
(division), price, quantity, commodity, contract month and date prior to
submitting the transaction to the Clearing House. (08/01/94)

444.03  Transfer Trades in a Delivery Month--During the delivery month and 2
business days prior to the first delivery day, (or in the case of crude
petroleum during position month) transfer trades for the purpose of offsetting
existing positions where no change of ownership is involved are prohibited when
the date of execution of the position being transferred is not the same as the
transfer date. Positions carried at different houses for the same owner 2
business days prior and to a delivery month and thereafter (or in the case of
crude petroleum during position month) are required to be offset in the pit or
through the normal delivery process. The receiving firm has the responsibility
to assure compliance with this regulation.  (08/01/94)

450.00  Exchange Service Fees--
(a)  members, membership interest holders and member firms. Each Full and
     Associate Member, Membership Interest Holder and member firm shall be
     obligated to pay to the Association, at such times and in such manner as
     the Board may prescribe, a transaction fee of 5 cents for each contract

                                      431



     (1) for such Member's or Membership Interest Holder's own account; (2) for
     such member firm's account; and (3) executed by such Member or Membership
     Interest Holder on the Floor of the Association as a floor broker for the
     account of others. The maximum of fees paid hereunder per year by any Full
     or Associate Member in respect to contracts described in categories (1) and
     (3) above, shall be $25,000.

(b)  non-member. Effective on the date set by Regulation adopted by the Board,
     each member or registered eligible business organization handling the funds
     of non-member customers shall include, in the statements to each customer,
     an Exchange Service Fee of 50 cents for each Board of Trade futures
     contract bought, sold or delivered for the account of the non-member
     customer. All Exchange Service Fees collected from non-member customers
     shall be remitted by the member or registered eligible business
     organization to the Association at such times and in such manner as the
     Board may prescribe. The Exchange Service Fees remitted to the Association
     in respect to nonmember transactions shall be expended only for purposes
     determined by the Board to be of benefit to non-member customers and other
     market participants.

(c)  licensed contract fee. In addition to the fee specified in Rule 450.00(b),
     a Licensed Contract Fee of 25 cents per contract shall apply for non-member
     transactions in Dow JonesSM and Municipal Bond Index contracts. This fee
     shall be collected and remitted in the same manner as is specified in Rule
     450.00(b).

(d)  EFP surcharge. In addition to the fees specified in Rule 450.00(a) or
     450.00(b), as applicable, a surcharge of 10 cents per contract shall apply
     to Exchange for Physicals ("EFP") transactions.

     Members, Membership Interest Holders and member firms shall be obligated to
     pay these surcharges to the Association in the same manner as is specified
     in Rule 450.00(a). Surcharges applicable to non-member transactions shall
     be collected and remitted in the same manner as is specified in Rule
     450.00(b).

(e)  revenue. The Board shall have the authority in its discretion to suspend
     member transaction fees, fees on the execution of trades and non-member
     Exchange Service Fees at any time during a fiscal year upon making a
     determination that year-to-date Exchange revenues have attained a
     sufficient level to render the further collection of such fees unwarranted.

(f)  reports. Each member or registered eligible business organization subject
     to the provisions of this Rule shall submit to the Association such reports
     as the Board may deem necessary for the administration of this Rule.

(g)  enforcement. No member or registered eligible business organization shall
     be obligated to the Association for the payment of Exchange Service Fees
     attributable to non-member transactions except to the extent that such fees
     are collected from non-member customers; provided, however, that each
     member or registered eligible business organization responsible for the
     collection of Exchange Service Fees shall make a bona fide and diligent
     effort to collect such amounts and shall not have the right, without prior
     approval of the Association, to release or forgive any indebtedness of a
     non-member to the Association for Exchange Service Fees. In the event of
     delinquencies in the payment of Exchange Service Fees by a non-member, the
     Board in its discretion may order that further trading in the accounts of
     such non-member shall be for liquidation only until the indebtedness is
     paid.

(h)  special assessments. This Rule shall not be construed to supersede Rule
     240.00 in any way nor to abrogate the responsibility and right of the Board
     to levy such additional assessments, charges or fees pon the membership as
     may be necessary to meet the obligations of the Association. 136 (01/01/01)

450.01    Exchange Service Fees - Payment of the Exchange Service Fee in respect
to transactions executed by a Member, Membership Interest Holder, or Delegate on
the Floor as a floor broker for the account of others, under Rule 450.00, must
be remitted to the Exchange's Accounting Department within thirty days
commencing from the date of the Exchange's invoice to the member. Failure to pay
the invoiced transaction fees within the prescribed thirty days may result in
the suspension (pursuant to the provisions of Exchange Regulation 540.06) of the
defaulting member's membership privileges, including

                                      432


floor access and the benefit of member transaction fees.

Payment of the Exchange Service Fee in respect to transactions for Members'
Membership Interest Holders' or Delegates' own accounts or Member firms'
accounts, under Rule 450.00, must be remitted to the Exchange's Accounting
Department by the member firm clearing such transactions within twenty-one days
commencing from the date of the Exchange's invoice to such clearing member firm.

No member or registered eligible business organization shall identify on its
statements to nonmember customers any charge as an "Exchange Service Fee" unless
the amount shown is actually due and payable to the Association under Rule
450.00. (04/01/00)

450.01A   Exchange Service Fees - BE IT RESOLVED, that Regulation 450.01 be
adopted with effective date of April 1, 1974 for Exchange Service Fees on member
transactions and May 1, 1974 for Exchange Service Fees on non-member
transactions. (08/01/94)

450.01B   Options Transactions - BE IT RESOLVED, that pursuant to the Board's
authority set forth in Rule 450.00 (a) and (b), the collection and payment of
all member and non-member transaction fees that otherwise would be applicable to
transactions in options on Treasury Bond futures shall be waived for any such
transactions made prior to March 31, 1983. (08/01/94)

450.01C   Exchange Service Fees - BE IT RESOLVED, that pursuant to the Board's
authority set forth in Rule 450.00 (a) ane (b) the collection and payment of all
non-member transaction fees that otherwise would be applicable to transactions
in Major Market Index or AMEX Market Value Index futures contracts shall be
waived to the extent of forty eight cents per contract for the account of a
member or member firm of the American Stock Exchange. (08/01/94)

450.02    Member's Own Account and Member Firm's Account - For the purpose of
implementing Rule 450.00, the terms "member's own account" in subsection (a)(1)
and "member firm's account" in subsection (a)(2) shall refer only to those
commodity futures or commodity options trading accounts that are wholly owned by
and held in the name of one or more members, member firms, or entities which are
wholly-owned by one or more members or member firms or which wholly own a member
firm. No other direct or indirect affiliate of a member firm shall be entitled
to member transaction fees. The term "member firm" shall refer only to a firm
registered with the Exchange pursuant to Regulation 230.02. An account owned by
and held in the name of a non-member individual who is a shareholder, partner,
employee, director or officer of a member firm shall not be considered a member
firm's account. An account owned by and held in the name of a non-member spouse
or other relative of a member shall not be considered a member's account. In
addition, for the purpose of Rule 450.00, a commodity futures or commodity
options trading account placed in trust shall be deemed a "member's own account"
if the following are true: (1) the member is the sole settlor of the trust; (2)
the member is one of the trustees of the trust and

                                      433


as such trustee, has sole control over the investment-making decision of the
trust; (3) the beneficiaries of the trust include only the member, the member's
spouse and/or the member's descendants; (4) the trust declaration expressly
incorporates the Rules and Regulations of the Exchange, as may be amended; (5)
the interest in the trust that inures to the beneficiaries of the trust shall be
subject to all Rules and Regulations of the Exchange, as may be amended; and (6)
the non-member trustee, if any, expressly agrees in the trust declaration, to be
subject to all Rules and Regulations of the Exchange, as amended. The member
must provide to the Exchange, via the Member Services Department, a copy of the
trust declaration creating the trust described in the preceding sentence as well
as any amendments thereto along with a letter from an attorney stating that in
the attorney's opinion, the trust created is designed to achieve the estate
planning objectives of the member. Upon the member's death or if the member is
adjudged incompetent, any commodity futures or commodity options trading account
placed in trust pursuant to this section by such member will be treated as a
non-member trading account and will be subject to Exchange Service Fee set forth
in Rule 450.00(b). (07/01/99)

450.03    Exchange Service Fees for Professional Trading Firms - (a) In addition
          to the Exchange Service Fee assessed pursuant to Rule 450.00(a), any
          member firm that is or should be registered under Regulation 230.02(5)
          and that is not wholly-owned by members or member firms shall also be
          obligated to pay to the Association, at such times and in such manner
          as the Board may prescribe, an additional transaction fee of 3.5 cents
          for each contract for such member firm's account. For the purpose of
          the previous sentence, "members" shall mean those individuals who own
          or have delegated to them any of the following memberships or
          membership interests: Full, Associate, COM or IDEM.

(b)       This Regulation 450.03 shall not apply to those member firms whose
          employee-members(s) personally execute(s), on the trading floor and/or
          on the e-cbot electronic trading system for the eligible business
          organization's proprietary account, at least five hundred thousand
          (500,000) contracts in its first year as a member firm of the Exchange
          and at least 1 million (1,000,000) contracts for each calendar year
          thereafter. (05/01/01)

450.04    Exchange Service Fees - Adjustments - Exchange Service Fee adjustments
may be granted to or required of member firms which have made overpayments or
underpayments to the Exchange as a result of the incorrect identification of
member or non-member accounts. However, such adjustments will not be made or
required for any time period which is earlier than five years before the month-
end preceding the date when a rebate request is made by the firm or which is
earlier than five years before the end of the audit period selected by the
Exchange. Interest and/or costs may be assessed in accordance with policies
established by the Regulatory Compliance Committee. (01/01/99)

450.05    Fees -- Members and member firms will be granted lower fees than non-
members. (11/01/00)

450.06    Member Fee Cap Clarification - The maximum amount of fees paid of
$25,000 as described in Rule 450.00 (a) applies only to trades executed on the
Exchange trading floor and not to trades executed through the a/c/e trading
platform. (03/01/01)

                                      434


Ch4 Adjustments

460.01    Errors and Mishandling of Orders - (See 350.04)  (08/01/94)
460.02    Checking and Reporting Trades - (See 350.02)  (08/01/94)
460.03    Failure to Check Trades - (See 350.01)  (08/01/94)
460.04    Price of Execution Binding - (See 331.01)  (08/01/94)


Ch4 Customer Orders

465.01    Records of Customers' Orders - Immediately upon receipt in the sales
office of a customer order each member or registered eligible business
organization shall prepare a written record of the order. It shall be dated and
time-stamped when the order is received and shall show the account designation,
except that in the case of a bunched order the account designation does not need
to be recorded at that time if the order qualifies for and is executed pursuant
to and in accordance with CFTC Regulation 1.35(a-1)(5). The order shall also be
time-stamped when it is transmitted to the Floor of the Exchange and when its
execution, or the fact that it is unable to be executed, is reported from the
Floor of the Exchange to the sales office. All time-stamps required by this
paragraph shall show the time to the nearest minute.

Immediately upon receipt on the Floor of the Exchange of a customer order, each
member or registered eligible business organization shall prepare a written
record of the order. It shall be dated and time-stamped when the order is
received on the Floor and shall show the account designation, except that in the
case of a bunched order the account designation does not need to be recorded at
that time if the order qualifies for and is executed pursuant to and in
accordance with CFTC Regulation 1.35(a-1)(5). The order shall also be time-
stamped:
(a)  when it is transmitted to the floor broker if it is not transmitted
     immediately after it is received on the Floor, and

(b)  if the written order is transmitted to the floor broker, when the order is
     received back from the floor broker, or

(c)  if the order is transmitted to the floor broker verbally or by hand
     signals, when a report of its execution, or the fact that it is unable to
     be executed, is received from the floor broker.

Only time-stamps which are specified by the Exchange and synchronized with the
Exchange Floor master clock may be used on the Exchange Floor.

It shall be an offense against the Association to manipulate or tamper with any
time-stamp on the Exchange Floor, so as to put it out of synchronization with
the master clock. Records of customer orders executed through the Exchange's
Project A system facility shall be governed by 9B.20.

Any errors on written records of customer orders prepared on the Floor of the
Exchange may be corrected by crossing out the erroneous information without
obliterating or otherwise making illegible any of the originally recorded
information. (07/01/99)

465.02    Application and Closing Out of Offsetting Long and Short Positions -

(a)  APPLICATION OF PURCHASES AND SALES. Any commission merchant, subject to the
     Rules of the Association, who

    (1)   Shall purchase any commodity for future delivery for the account of
          any customer (other than the "Customers' Account" of another
          commission merchant) when the account of such customer at the time of
          such purchase has a short position in the same future of the same
          commodity on the same market, or

    (2)   Shall sell any commodity for future delivery for the account of any
          customer (other than the "Customers' Account" of another commission
          merchant) when the account of such customer at the time of such sale
          has a long position in the same future of the same commodity on the
          same market, or

    (3)   Shall purchase a put or call option for the account of a customer when
          the account of such customer at the time of such purchase has a short
          put or call option position in the same option series as that
          purchased, or

    (4)   Shall sell a put or call option for the account of a customer when the
          account of such customer at the time of such sale has a long put or
          call option position in the same option series as that sold

                                      436


     shall on the same day apply such purchase or sale against such previously
     held short or long futures or options position, as the case may be, and
     shall promptly furnish such customer a purchase and sale statement showing
     the financial result of the transactions involved.

(b)  CUSTOMERS'S INSTRUCTIONS. In all instances wherein the short or long
     futures or options position in such customer's account immediately prior to
     such offsetting purchase or sale is greater than the quantity purchased or
     sold, the commission merchant shall apply such offsetting purchase or sale
     to such portion of the previously held short position as may be specified
     by the customer. In the absence of specific instructions from the customer,
     the commission merchant shall apply such offsetting purchase or sale to the
     oldest portion of the previously held long or short position, as the case
     may be. Such instructions also may be accepted from any person who, by
     power of attorney or otherwise, actually directs trading in the customer's
     account unless the person directing the trading is the commission merchant
     (including any partner thereof), or is an officer, employee, or agent of
     the commission merchant. With respect to every such offsetting transaction
     that, in accordance with such specific instructions, is not applied to the
     oldest portion of the previously held futures or options position, the
     commission merchant shall clearly show on the purchase and sale statement
     issued to the customer in connection with the futures or options
     transaction, that as a result of the specific instructions given by or on
     behalf of the customer the transaction was not applied in the usual manner
     i.e., against the oldest portion of the previously held futures or option
     position. However, no such showing need be made if the commission merchant
     has received such specific instructions in writing from the customer for
     whom such an account is carried.

(c)  IN-AND-OUT TRADES; DAY TRADES. Notwithstanding the provisions of paragraphs
     (a) and (b) above, this Regulation shall not be deemed to require the
     application of purchases or sales closed out during the same day (commonly
     known as "in-and-out trades" or "day trades") against short or long
     positions carried forward from a prior date.

(d)  EXCEPTIONS. The provisions of this Regulation shall not apply to:

     (1)  purchases or sales of futures contracts for the purpose of covering
          the granting of options on a contract market, if such purchases or
          sales are accompanied by instructions and other evidence that such
          futures contracts are cover for granted options.

     (2)  Purchases or sales constituting "bona fide hedging transactions" as
          defined in C.F.T.C. Regulation 1.3(z).

     (3)  sales during a delivery period for the purpose of making delivery
          during such delivery period if such sales are accompanied by
          instructions to make delivery thereon, together with warehouse
          receipts or other documents necessary to effectuate such delivery.

     (4)  Purchases or sales made in separate account of a commodity pool,
          provided that:

          (i)    The trading for such pool is directed by two or more
                 unaffiliated commodity trading advisors acting independently,
                 each of which is directing the trading of a separate account;

          (ii)   The commodity pool operator maintains only such minimum control
                 over the trading for such pool as is necessary to fulfill its
                 duty to supervise diligently the trading for such pool;

          (iii)  Each trading decision made by a commodity trading advisor for
                 such pool is determined independently of all trading decisions
                 made by any other commodity trading advisor for such pool;

          (iv)   The purchases and sales for such pool directed by different
                 commodity trading advisors acting independently are executed by
                 open and competitive means on or subject to the rules of a
                 contract market; and

          (v)    No position held for or on behalf of separate pool accounts
                 traded in accordance with paragraphs (d) (4) (i), (d) (4) (ii),
                 (d) (4) (iii) and (d) (4) (iv) of this section may be closed

                                      437


               out by transferring such an open position from one of the
               separate accounts to another account of the pool.

     (5)  Purchases or sales made in separate accounts owned by a customer or
          option customer, provided that:

          (i)    Each person directing trading for one of the separate accounts
                 is unaffiliated with and acts independently from each other
                 person directing trading for a separate account;

          (ii)   Each person directing trading for one of the separate accounts,
                 unless he is the account owner himself, does so pursuant to a
                 power of attorney signed and dated by the customer, and which
                 includes, at a minimum, the name, address and telephone number
                 of the person directing trading and the account number over
                 which such power is granted;

          (iii)  Each trading decision made for each separate account is
                 determined independently of all trading decisions made for the
                 other separate account or accounts;

          (iv)   The purchases and sales for such accounts are executed by open
                 and competitive means on or subject to the rules of a contract
                 market;

          (v)    No position held for or on behalf of separate accounts traded
                 in accordance with paragraphs (d) (5) (i), (d) (5) (ii), (d)
                 (5) (iii) and (d) (5) (iv) of this section may be closed out by
                 transferring such an open position from one of the separate
                 accounts to another of such accounts; and

          (vi)   The customer or option customer and each person directing
                 trading for the customer or option customer provides the
                 futures commission merchant with written confirmation that the
                 trading and the operation of the customer's or option
                 customer's accounts will be in accordance with paragraphs (d)
                 (5) (i), (d) (5) (ii), (d) (5) (iii), (d) (5) (iv) and (d) (5)
                 (v) of this section. The written confirmation must be signed
                 and dated, and received by the futures commission merchant
                 before it can avail itself of this exception provided by this
                 paragraph.

     (6)  Purchases or sales made in separate accounts of a p|) }) anted an
          exemption in accordance with 425.05 and 495.05 of this chapter,
          provided that:

          (i)  The purchases and sales for such accounts are executed in open
               and competitive means on or subject to the rules of a contract
               market; and

          (ii) No position held for or on behalf of separate accounts traded in
               accordance with this paragraph may be closed out by transferring
               such an open position from one of the separate accounts to
               another of such accounts.

     (7)  Purchases or sales held in error accounts, including but not limited
          to floor broker error accounts, and purchases or sales identified as
          errors at the time they are assigned to an account that contains other
          purchases or sales not identified as errors and held in that account
          ("error trades"), provided that:

          (i)    Each error trade does not offset another error trade held in
                 the same account;

          (ii)   Each error trade is offset by open and competitive means on or
                 subject to the rules of a contract market by not later that the
                 close of business on the business day following the day the
                 error trade is discovered and assigned to an error account or
                 identified as error trade, unless at the close of business on
                 the business day following the discovery of the error trade,
                 the relevant market has reached a daily price fluctuation limit
                 and the trader is unable to offset the error trade, in which
                 case the error trade must be offset as soon as practicable
                 thereafter; and

          (iii)  No error trade is closed out by transferring such an open
                 position to another account also controlled by that same
                 trader.

                                      438


     (8)  Purchases or sales held in the separate accounts of a customer who has
          granted discretionary authority to a futures commission merchant, an
          associated person of a futures commission merchant, or a commodity
          trading advisor trading separate trading programs which have been
          marketed separately, provided that:

          (i)  The purchases or sales for such accounts are executed in open and
               competitive means on or subject to the rules of a contract
               market; and

          (ii) No position held for or on behalf of separate accounts traded in
               accordance with this paragraph (d)(8) may be closed out by
               transferring such an open position from one of the separate
               accounts to another of such accounts.

(e)  With respect to the exception from the provisions of this section set forth
     in paragraph (d) (5) of this section, if a futures commission merchant that
     carries the separate accounts of a customer or option customer, or if an
     associated person of such futures commission merchant, directs trading for
     one of the separate accounts:

     (1)  the futures commission merchant must first furnish the customer or
          option customer with a written statement disclosing that, if held
          open, offsetting long and short positions in the separate accounts may
          result in the charging of additional fees and commissions and the
          payment of additional margin, although offsetting positions will
          result in no additional market gain or loss. Such written statement
          shall be attached to the risk disclosure statement required to be
          provided to a customer or option customer under CFTC Regulation 1.55.
          (07/01/94)

465.02A   Exchange's No Position Stance on FCM's Internal Bookkeeping
Procedures - The Exchange takes no position regarding the internal bookkeeping
procedures of a commission merchant who, for the convenience of a customer, may
hold concurrent long and short position in the same commodity, month (and strike
price). This does not relieve the commission merchant of its responsibilities
under Regulation 465.02 of offsetting the position for Exchange reporting
purposes (i.e., Large Trader, Open Interest and Long Positions Eligible for
Delivery) and promptly furnishing the customer a purchase and sale statement
showing the financial result of the transactions involved. (08/01/94)

465.03    Orders and Cancellations Accepted On A 'Not Held' Basis - (See 337.01)
(08/01/94)

465.04    Records of Floor Order Forms - Clearing Members shall establish and
maintain procedures that will assure the complete accountability of all floor
order forms used on the Exchange Floor. Machine and handwritten orders are
required to be machine sequentially prenumbered and maintained by the firm in
sequential order. (08/01/94)

465.05    Floor Order Forms - All floor orders must be in a form approved by the
Floor Governors Committee or an employee of the Office of Investigations and
Audits designated by the Floor Governors Committee.

Floor order forms must be machine sequentially prenumbered and contain the
following machine preprinted information:

(1)  the name of the Clearing Member;

(2)  bracket designations,

(3)  a space designated for the customer account number; and

(4)  a space designated for the executing broker identification.  (08/01/94)

465.06    Broker's Copy of Floor Orders - Upon request, a clearing firm must
provide its broker, in an expeditious and reasonable manner, with a copy of
every floor order he is asked to execute. (08/01/94)

465.07    Designation of Order Number Sequences - To facilitate Exchange
monitoring of order flow volume, the Exchange may prescribe particular sequences
of order form numbers for member firms to use in specified areas of the Exchange
Floor. (07/01/94)

                                      439


465.08    Post-Execution Allocation - All trades entered and executed in
accordance with CFTC Regulation 1.35(a-1)(5) regarding orders eligible for
post-execution allocation, must be allocated in sufficient time to meet the
requirements of the Board of Trade Clearing Corporation trade submission for the
trade date of the order. (07/01/99)

466.00    Orders Must be Executed in the Public Market - (See 332.00) (08/01/94)

                                      440


Ch4 Offices and Branch Offices

475.00    Offices and Branch Offices - Member firms and member sole proprietors
may establish offices other than main offices. All offices of member firms and
member sole proprietors and employees thereof shall be subject to the Rules and
Regulations of the Association, and shall be subject to the jurisdiction of the
Business Conduct Committee in connection therewith; provided, however, that the
Business Conduct Committee may exempt such offices and employees from any such
Rule or Regulation which is incompatible with, in conflict with or unrelated to
the functions performed by them. The term "branch office" shall include each
branch office or wholly-owned subsidiary of the member firm that solicits,
accepts, or services Commodity Futures Contracts or Options and/or is listed by
the member firm as a branch office with the National Futures Association.

A branch office must conduct business under the same name as the parent firm or
corporation. 129 (01/01/99)

                                      441


Ch4 APs and Other Employees

480.01    APs - An Associated Person ("AP") is an employee of a member sole
proprietor or member firm who solicits, accepts or services business other than
in a clerical capacity in commodity futures and commodity options, and who has
been granted registration as an Associated Person ("AP") by the Commodity
Futures Trading Commission (CFTC) or the National Futures Association (NFA)
pursuant to the Commodity Exchange Act. (08/01/94)

480.02    Employers Responsible for APs - Employers, in all instances, shall be
responsible for the acts and omissions of their APs and branch office managers.
(08/01/94)

480.09    Other Employees - The Business Conduct Committee may require that the
name, remuneration, term of employment and actual duties of any employee of a
member or of a member firm shall be stated to the Committee, together with such
other information with respect to the employee as the Committee may deem
requisite. The Committee may, in its discretion, disapprove of said employment,
remuneration or term of employment. (08/01/94)

480.10    Supervision - Any willful act or omission by which a member fails to
ensure compliance with the rules, regulations and bylaws of the Association by
such member's partners, employees, agents or persons subject to his supervision
shall constitute an offense against the Association by the member.

Any willful act or omission by which a member firm fails to ensure compliance
with the rules, regulations and bylaws of the Association by such member firm's
partners, directors, officers, employees or agents shall constitute an offense
against the Association by the member firm. (07/01/95)

                                      442


Ch4 Options Transactions

490.00    Application of Rules and Regulations - Unless specifically negated or
unless superseded, each Rule or Regulation of the Association pertaining to
transactions in future delivery contracts shall apply with equal force and
effect to transactions in options. (08/01/94)

490.02    Option Customer Complaints - Each commission merchant engaging in the
offer or sale of options pursuant to these Rules and Regulations shall, with
respect to all written option customer complaints and oral option customer
complaints which result in, or which would result in an adjustment to the option
customer's account in an amount in excess of one thousand dollars:

     (1)  Retain all such written complaints and make and retain written records
          of all such oral complaints; and

     (2)  Make and retain a record of the date the complaint was received, the
          employee who serviced the account, a general description of the matter
          complained of, and what, if any, action was taken by the commission
          merchant in regard to the complaint. (08/01/94)

490.03    Supervision Procedures - Each commission merchant engaging in the
offer or sale of options pursuant to these Rules and Regulations shall adopt and
enforce written procedures pursuant to which it will be able to supervise
adequately each option customer's account, including but not limited to, the
solicitation of such account; provided that, as used in this Regulation, the
term "option customer" does not include another commission merchant. (08/01/94)

490.03A   Introducing Brokers Guaranteed by Member FCMs/Supervision
Procedures - The Board of Directors in a special polling held on Friday,
February 3, 1984 approved the following Resolution of the Member Services
Committee pursuant to Regulation 490.03 of the Association.

     WHEREAS, The Commodity Futures Trading Commission has provided by
     regulation that introducing brokers operating pursuant to a guarantee
     agreement with an FCM be permitted to solicit and/or accept orders for
     exchange-traded options if the Exchange of which the guarantor FCM is a
     member has adopted rules which govern the commodity option related activity
     of the guaranteed introducing broker; and

     WHEREAS, it is the desire of certain members to permit the solicitation
     and/or acceptance of Chicago Board of Trade options by introducing brokers
     guaranteed by a member FCM;

     NOW THEREFORE, be it -

RESOLVED, that each Rule or Regulation of the Association pertaining to the
options sales practices of members or their employees shall apply with equal
force and effect to the options sales practices of introducing brokers who are
operating pursuant to a guarantee agreement with a member FCM and such member
FCM shall be fully responsible therefor, and that this Resolution shall remain
in effect until rescinded by a vote of the members or until such time as the
National Futures Association or other registered futures association adopts
rules which are approved by the Commodity Futures Trading Commission to govern
the commodity option related activity of such guaranteed introducing brokers.
(08/01/94)

490.05    Disclosure - Each commission merchant engaging in the offer or sale of
options pursuant to these Rules and Regulations shall enforce the following
requirements pertaining to disclosure statements:

     (1)  Prior to opening an options account for an options customer, each
          commission merchant must furnish the options customer with a separate
          written risk disclosure statement, as set forth and described in
          Commodity Futures Trading Commission Regulation 33.7, and receive from
          the options customer an acknowledgement, signed and dated by the
          options customer, that he received and understood the disclosure
          statement.

     (2)  Each disclosure statement and acknowledgement must be retained by the
          commission merchant in accordance with applicable Regulations of the
          Commodity Futures Trading Commission.

                                      443


     (3)  Prior to the entry into an options transaction pursuant to these Rules
          and Regulations, each commission merchant or the person soliciting or
          accepting the order therefor must provide each options customer with
          all of the information required under the disclosure statement;
          Provided, further, that the commission merchant must provide current
          information to an options customer if the information provided
          previously has become inaccurate.

     (4)  Prior to the entry into an options transaction pursuant to these Rules
          and Regulations, each options customer or prospective options customer
          shall, to the extent the following amounts are known or can reasonably
          be approximated, be informed by the person soliciting or accepting the
          order therefore of the amount of the premium, commissions, costs, fees
          and other charges to be incurred in connection with the options
          transaction, as well as the strike price and all costs to be incurred
          by the options customer if the option is exercised; in addition, the
          limitations, if any, on the transfer of an options customer's account
          to a commission merchant other than the one through whom the options
          transaction is to be executed shall also be provided in writing.

     (5)  For the purposes of this Regulation, a commission merchant shall not
          be deemed to be an options customer. (08/01/94)

490.06    Promotional Material - Each commission merchant engaging in the offer
or sale of futures and options pursuant to these Rules and Regulations shall
promptly make available upon request to the Office of Investigtions and Audits
all promotional material pertaining to trading in such futures and options.

For the purposes of this Regulation, the term "promotional material" includes:

     (1)  any text of a standardized oral presentation, or any communication for
          publication in any newspaper, magazine or similar medium, or for
          broadcast over television, radio, or other electronic medium, which is
          disseminated or directed to a customer or prospective customer
          concerning a commodity futures or option transaction;

     (2)  any standardized form of report, letter, circular, memorandum or
          publication which is disseminated or directed to a customer or
          prospective customer; and

     (3)  any other written material disseminated or directed to a customer or
          prospective options customer for the purpose of soliciting a futures
          or options order, including any disclosure statement. (08/01/94)

490.07    Sales Communication - Each commission merchant engaging in the offer
or sale of futures and options pursuant to these Rules and Regulations is
prohibited from making fraudulent or high-pressure sales communications relating
to the offer or sale of such futures and options. (08/01/94)

490.09    Reports by Commission Merchants - Each commission merchant shall make
and submit such reports showing options positions held by any of its customers,
in such form as may be required from time to time by the Office of
Investigations and Audits or the Business Conduct Committee. Specifically, and
without limiting the authority of the Office of Investigations and Audits or the
Business Conduct Committee under this Regulation, all information needed to
comply with Part 16 of the Commission's Regulations (17 CFR Part 16) may be
collected from any member. (08/01/94)

                                      444



============================================================================================
Chapter 5
Disciplinary Proceedings
============================================================================================

                                                                                      
     Ch5 Offenses......................................................................  503
         500.00  Inequitable Proceedings...............................................  503
         501.00  Fictitious Transactions...............................................  503
         502.00  Demoralization of Market..............................................  503
         503.00  Misstatements.........................................................  503
         504.00  Acts Detrimental to Welfare of the Association........................  503
         504.00A Transactions in Warehouse Receipts....................................  504
         505.00  Commodity Exchange Act................................................  504
         506.00  Reckless Dealing......................................................  504
         507.00  Investment Trust Corporation..........................................  504
         508.00  Circulation of Rumors.................................................  504
         509.00  Other Offenses........................................................  504
         511.00  Trading on Other Exchanges............................................  504
         512.00  Insolvency............................................................  505
         513.00  Announcement of Suspension............................................  505
         514.00  Insolvent Member......................................................  505
         515.00  Investigation.........................................................  505
         515.01  Insolvency............................................................  505
         516.00  Reinstatement.........................................................  505
         517.00  Suspended Member......................................................  505
         518.00  Suspension for Default................................................  505
         519.00  Decorum Offenses......................................................  505
         519.00A 505
         519.01  Committee Procedure...................................................  505
         519.02  Floor Conduct Committee...............................................  507
         519.03  Bracketing Violations.................................................  508
         519.04  Pit Committee Supervision and Enforcement of Pit Decorum..............  508
         519.05  Weapons Prohibition...................................................  508
         519.06  Submission of Computerized Trade Reconstruction Data..................  508
         519.07  Sexual Harassment.....................................................  508
         520.00  Smoking...............................................................  509
         520.00A Exchange Floor Fines..................................................  509
         521.00  Floor Access..........................................................  510

     Ch5 Proceedings...................................................................  511
         540.00  Proceedings Before The Board..........................................  511
         540.00A Committee Authority To Refer Matters for Investigation................  511
         540.01  Review Of Investigation Report........................................  511
         540.02  Notice and Answer in Connection with Disciplinary Proceedings.........  511
         540.03  Procedures for Hearings on Charges....................................  512
         540.04  Disciplinary Decisions................................................  513
         540.05  Appeals from a Decision of a Disciplinary Committee...................  513
         540.06  Procedures For Member Responsibility Actions..........................  514
         540.07  Finality Of Disciplinary Decisions And Member Responsibility Actions..  514
         540.08  Offers of Settlement..................................................  515
         540.09  Offers of Settlement..................................................  515
         540.10  Disciplinary Jurisdiction Over Agricultural Regular Firms.............  516
         540.11  Appellate Committee...................................................  516


                                      501


                                                                                 
         540.12  Hearing Committee.....................................................  517
         540.13  Application of Rules and Regulations..................................  518
         540.14  Disciplinary Committee Composition....................................  518
         540.15  Failure to Pay a Disciplinary Fine....................................  519
         541.00  Special Investigations By Board.......................................  519
         542.00  Business Conduct Committee............................................  519
         543.00  Floor Governors Committee.............................................  521
         543.01  Investigations........................................................  522
         544.00  Waiver of Hearing.....................................................  523
         545.00  Testimony And Production Of Books And Records.........................  523
         545.01  Furnishing Information................................................  523
         545.02  Record Keeping........................................................  523
         545.03  Record Keeping Qualifications.........................................  524
         545.04  Equity Runs Transmission Requirement..................................  524
         545.05  Maintenance of Telephone Recordings...................................  524
         546.00  Testimony Before Other Exchanges......................................  524
         548.00  Incriminating Evidence................................................  524
         549.00  Depositions of Witnesses..............................................  524
         550.00  Rehearing.............................................................  524
         551.00  Financial Compliance Committee........................................  525

       Ch5 Penalties...................................................................  529
         560.00  Expulsion and Suspension from Membership..............................  529
         560.01  Disciplinary Notice...................................................  529
         560.02  Association Bar.......................................................  529
         561.00  Suspended or Expelled Member Deprived of Privileges...................  529
         562.00  Discipline During Suspension..........................................  529
         563.00  Trade Checking Penalties..............................................  529

     

                                      502


================================================================================
Chapter 5
Disciplinary Proceedings
================================================================================

Ch5 Offenses

500.00    Inequitable Proceedings - It shall be an offense against the
Association to violate any Rule or Regulation of the Association or any By-Law
or Resolution of the Clearing House, regulating the conduct or business of
members, or any agreement made with Association, or engage in fraud,
dishonorable or dishonest conduct, or in conduct or proceedings inconsistent
with just and equitable principles of trade, or make default relating to the
delivery of contracts traded for future delivery (unless such default was
unintentional). 141 (08/01/94)

501.00    Fictitious Transactions - It shall be an offense against the
Association to create fictitious transactions or to give an order for the
purchase or sale of futures or options the execution of which would involve no
change in ownership, or to execute such an order with knowledge of its
character. 142 (08/01/94)

502.00    Demoralization of Market - Purchases or sales of commodities or
securities, or offers to purchase or sell commodities or securities, made for
the purpose of upsetting the equilibrium of the market and bringing about a
condition of demoralization in which prices will not fairly reflect market
values, are forbidden and any member who makes or assists in making such
purchase or sale or offers to purchase or sell with knowledge of the purpose
thereof, or who, with such knowledge shall be a party to assist in carrying out
any plan or scheme for the making of such purchases or sales or offers to
purchase or sell, shall be deemed to be guilty of an act inconsistent with just
and equitable principles of trade. 143 (08/01/94)

503.00    Misstatements - It shall be an offense against the Association to make
a misstatement upon a material point to the Board, or to a Standing or Special
Committee, or to the Executive Committee, or to the Board of Governors of the
Clearing House, or on an application for membership.

If, after notice and opportunity for hearing in compliance with Regulation
540.02 and 540.03, the Hearing Committee finds that a member, prior to his
application for membership, has been guilty of a fradulent, dishonorable, or
dishonest act and that the facts and circumstances thereof were not disclosed on
his application for membership, the member may be expelled or suspended in
accordance with this chapter. 144 (08/01/94)

504.00    Acts Detrimental to Welfare of the Association - It shall be an
offense against the Association to engage in any act which may be detrimental to
the interest or welfare of the Association. 145 (08/01/94)

504.00A   Transactions in Warehouse Receipts - Rule 504.00

It has come to the attention of the Directors that certain member firms have
entered into contracts for the purchase and/or sale for deferred delivery of
warehouse receipts for grain in store in Chicago.

In the opinion of the Directors, this practice is unusual and irregular and is
in violation of various Rules and Regulations of the Association and is
detrimental to the interest and welfare of the Association under Rule 504.00.

You are hereby notified that members are liable to discipline if they enter into
contracts for the purchase or sale for deferred delivery of grain in store in
Chicago or of warehouse receipts issued against grain in elevators located in
the Chicago Switching District.

This interpretation does not affect the purchase and sale of grain for future
delivery consummated in accordance with the Rules and Regulations relating to
futures contracts; nor sales in store when payment and delivery is made on the
following day nor the purchase and sale of warehouse receipts on a 'when

                                      503


                                 Ch5 Offenses
                                 ------------

delivered' basis entered into after the expiration of trading in a contract and
requiring performance on or before the end of the delivery month.  3R
(08/01/94)

505.00    Commodity Exchange Act - Any member or any registered eligible
business organization adjudged guilty of a violation of the Commodity Exchange
Act or of any Regulation or Order thereunder, by the final decision in a federal
administrative or judicial proceeding may be deemed to have violated Rule 504.00
of the Association. 603 (04/01/98)

506.00    Reckless Dealing - Reckless and unbusinesslike dealing is inconsistent
with just and equitable principles of trade. 146 (08/01/94)

507.00    Investment Trust Corporation - Participation by a member, or by a firm
or corporation, registered under the provisions of these Rules and Regulations,
in the formation or management of investment trust corporations, or similar
organizations, which in the opinion of the Board involve features which do not
properly protect the interests of investors therein, may be held to be an act
detrimental to the interests or welfare of the Association. 148 (08/01/94)

508.00    Circulation of Rumors - The circulation in any manner of rumors of a
sensational character by a member, in any case where such act does not
constitute fraud or conduct inconsistent with just and equitable principles of
trade, is an act detrimental to the interest or welfare of the Association.

Members shall report to the Secretary any information which comes to their
notice as to the circulation of such rumors. 149 (08/01/94)

509.00    Other Offenses

A.   It shall be an offense against the Association to:

(a)  Attempt extortion;

(b)  Trade systematically against the orders or position of his customers;

(c)  Manipulate prices of or attempt to corner the market in any commodity or
     security;

(d)  Disseminate false or inaccurate market information;

(e)  Trade or accept margins after insolvency;

(f)  Make any trade for the account of or give up the name of any clearing
     member without authority from such clearing member;

(g)  Be deprived of the privilege of trading under the Commodity Exchange Act;

(h)  Trade for any person deprived of the privilege of trading under the
     Commodity Exchange Act;

(i)  Accept an order or make a trade for the Manager, Assistant Manager, or
     other employee of the Clearing House except in the exercise of their
     official duties;

(j)  Fail to comply with an order or award of the Committee of Arbitration. 150

B.   No member shall be directly or indirectly interested in or associated in
     business with, or have his office directly or indirectly connected by
     public or private wire or other method or contrivance with, or transact any
     business directly or indirectly with or for

(a)  Any bucket shop; or

(b)  Any organization, firm, or individual making a practice of dealing on
     differences in market quotations; or

(c)  Any organization, firm or individual engaged in purchasing or selling
     commodities or securities for customers and making a practice of taking the
     side of the market opposite to the side taken by customers. 152 (08/01/94)

511.00    Trading on Other Exchanges - No member of this Association shall be
permitted to trade on any exchange in the City of Chicago whose Constitution,
By-Laws, Rules, or Regulations prescribe or

                                      504


                                 Ch5 Offenses
                                 ------------

limit the trading privileges of our members on our own Exchange. 608 (08/01/94)

512.00    Insolvency - (See 270.00) (08/01/94)

513.00    Announcement of Suspension - (See 271.00) (08/01/94)

514.00    Insolvent Member - (See 272.00) (08/01/94)

515.00    Investigation - (See 273.00) (08/01/94)

515.01    Insolvency - (See 273.01) (08/01/94)

516.00    Reinstatement - (See 274.00) (08/01/94)

517.00    Suspended Member - Time for Settlement - (See 276.00) (08/01/94)

518.00    Suspension for Default - (See 278.00) (08/01/94)

519.00    Decorum Offenses - Disorderly conduct, sexual harassment, intentional
physical abuse, the use of profane or obscene language, presence in restricted
areas, the commission of any other offenses as listed in Ruling 520.00A, or the
violation of any Regulation approved by the Board which relates to decorum on
the Exchange Floor is a decorum offense. The penalty for any such offense may be
a warning, a fine not to exceed $5,000, and/or denial of the privilege of the
Floor for a period not exceeding five (5) days, as determined by the Floor
Conduct Committee. Such denial shall not be considered to be a suspension.

Except in the case of a minor penalty pursuant to Regulation 519.01 for which no
hearing has been requested, the Floor Conduct Committee shall proceed in
accordance with Regulations 540.02 through 540.05. The decision of the Floor
Conduct Committee may be appealed to the Appellate Committee as provided in
Regulation 519.02(d). (01/01/96)

519.00A   Unauthorized entry into the trading areas (see 310.01) shall be deemed
to constitute presence in restricted areas. (08/01/94)

519.01    Committee Procedure -

(a) FLOOR CONDUCT COMMITTEE.

    (i)   The Floor Conduct Committee may impose minor penalties against members
          for decorum offenses committed by such members or by any person or
          persons for whom such members are responsible. The Floor Conduct
          Committee may impose minor penalties for the offenses set forth in
          Regulation 520.00A. Minor penalties for the purpose of this Regulation
          shall be defined as a warning, fines not exceeding $5,000 for any one
          offense and/or access denial not to exceed five days. A respondent may
          request a hearing by filing a written request for a hearing with the
          Exchange Services Department within ten (10) business days after the
          penalty is imposed; the Floor Conduct Committee shall hear the matter
          in accordance with Regulation 540.02 through 540.05. The decision of
          the Floor Conduct Committee may be appealed to the Appellate Committee
          as provided in Regulation 519.02(d). Failure to request a hearing
          shall be deemed a consent to the warning or fine. Unless a hearing is
          requested, if a fine is not paid within thirty (30) days after it was
          due, the Floor Conduct Committee may, without hearing, revoke the
          badge or suspend the floor privileges of a floor clerk for whose
          conduct the fine was imposed.

    (ii)  The Floor Conduct Committee pursuant to this Regulation may impose
          minor penalties for disorderly conduct, intentional physical abuse,
          sexual harassment and the use of profane or obscene language. The
          Floor Conduct Committee, in its discretion, may impose a fine not to
          exceed $5,000, in addition to any access denial, for any violation
          within its jurisdiction regardless of the number of the offense.

    (iii) Any member or individual with floor access privileges who has received
          a Floor Conduct Committee Notice of Rule(s) Violation ("ticket") for a
          decorum offense of Disorderly Conduct, Intentional Physical Abuse,
          Sexual Harassment and/or Use of Profane or Obscene Language

                                      505


                                 Ch5 Offenses
                                 ------------

          and, during the same trading session, engages in a further Rule or
          Regulation violation relating to Disorderly Conduct, Intentional
          Physical Abuse, Sexual Harassment and/or Use of Profane or Obscene
          Language may, in addition to other sanctions (including, but not
          limited to, fines, suspensions and expulsions imposed by the
          Association pursuant to the Rules and Regulations) be immediately and
          summarily removed from the Exchange trading floor and denied trading
          floor access for the remainder of the trading session pursuant to the
          following procedures:

          (1)   Certification by the Chairman of the Pit Committee (or, in the
                Chairman's absence, by a Vice Chairman of the Pit Committee)
                that the individual has continued to engage in Disorderly
                Conduct, Intentional Physical Abuse, Sexual Harassment and/or
                Use of Profane or Obscene Language after having previously
                received a Floor Conduct Committee Notice of Rule (s) Violation
                ("ticket") for the same offense in the same trading session; and

          (2)   Approval of such summary action by a member of the Floor
                Governors Committee and a member of the Board of Directors or by
                two members of the Board of Directors, provided that no
                individual granting such approval shall have been involved in
                the altercation.

Additionally, should the first such offense be of such a serious nature, the
individual similarly may be denied trading floor access for the duration of the
trading session pursuant to the above procedure.

(b) FLOOR GOVERNORS COMMITTEE.

    (i)   The Floor Governors Committee may, without hearing, impose minor
          penalties against members or member firms for bracketing violations or
          for violations involving the accurate and complete maintenance of
          books and records, including the submission of Computerized Trade
          Reconstruction Data, within its jurisdiction committed by such
          members, member firms, or by any person or persons for whom such
          members or member firms are responsible. Minor penalties for the
          purpose of this subparagraph shall be defined as fines not exceeding
          $1,000 for any one offense.

    (ii)  Following is the schedule of minor penalties the Floor Governors
          Committee may impose pursuant to subparagraph (i); however, this
          schedule is non-binding, and the Floor Governors Committee, in its
          discretion, may impose a fine not to exceed $1,000 for any violation
          within its jurisdiction regardless of the number of the offense:

          ---------------------------------------------------------------------
          ERRORS OR OMISSIONS IN BRACKETING       1st Offense       $ 100 fine
                                                  -----------------------------
          TRADES:                                 2nd Offense       $ 250 fine
                                                  -----------------------------
                                                  3rd Offense       $ 500 fine
                                                  -----------------------------
                                                  4th Offense       $1,000 fine
          ---------------------------------------------------------------------
          ERRORS OR OMISSIONS IN SUBMISSION OF    1st Offense       $ 100 fine
                                                  -----------------------------
          COMPUTERIZED TRADE RECONSTRUCTION       2nd Offense       $ 250 fine
                                                  -----------------------------
          DATA:                                   3rd Offense       $ 500 fine
                                                  -----------------------------
                                                  4th Offense       $1,000 fine
          ---------------------------------------------------------------------

    (iii) The Floor Governors Committee may, without hearing, impose minor
          penalties against members for intra-association or contiguous
          association trading in excess of the percentages permitted by the
          Board pursuant to Regulation 330.03. Minor penalties for the purpose
          of this subparagraph shall be defined as fines not exceeding $5,000
          for any one offense.

   (iv)   Following is the schedule of minor penalties the Floor Governors
          Committee may impose pursuant to subparagraph (iii); however, this
          schedule is non-binding, and the Floor Governors Committee, in its
          discretion, may impose a fine not to exceed $5,000 for any violation
          within its jurisdiction regardless of the number of the offense

                                      506


                                 Ch5 Offenses
                                 ------------

            ---------------------------------------------------
            1st Offense                             $  500 fine
            ---------------------------------------------------
            2nd Offense within 24 months            $1,000 fine
            ---------------------------------------------------
            3rd Offense within 24 months            $2,500 fine
            ---------------------------------------------------
            Any subsequent offense within 24 months $5,000 fine
            ---------------------------------------------------

    (v)     At the time of an offense of the type set forth in subparagraphs (i)
            or (iii), or as soon thereafter as practical, a representative of
            the Office of Investigations and Audits, shall upon the
            authorization of one member of the Floor Governors Committee, issue
            a ticket to the offender notifying the member or member firm that
            the Floor Governors Committee may impose a summary penalty in
            accordance with this regulation or may issue charges against the
            member or member firm and impose penalties as authorized in Rule
            543.00. A representative of the Office of Investigations and Audits
            shall submit a copy of the ticket to the Floor Governors Committee.
            The Committee shall then determine whether to summarily impose a
            minor penalty or to issue charges. The Committee shall also have the
            authority to summarily impose minor penalties or to issue charges
            for the types of offenses set forth in subparagraphs (i) or (iii) on
            the basis of reports presented to the Committee by the Office of
            Investigations and Audits.

    (vi)    A respondent may request an appeal of a minor penalty by filing a
            written request for a hearing with the Office of Investigations and
            Audit within ten (10) business days after the penalty is imposed;
            the Floor Governors Committee shall hear the matter in accordance
            with Regulations 540.02 through 540.05. The decision of the Floor
            Governors Committee maybe appealed to the Appellate Committee as
            provided in Rule 540.00 (e). Failure to request a hearing shall be
            deemed a consent to the fine.

    (vii)   Whenever the Floor Governors Committee summarily imposes a minor
            penalty against a member or member firm, the member or member firm
            shall be given written notification of the penalty. The notice shall
            inform the member or member firm of the right to appeal the penalty
            to the Committee and the consequences of a failure to pay a fine if
            no hearing is requested.

    (viii)  Nothing contained herein shall be construed to limit or restrict the
            powers and authority of the Floor Governors Committee. (01/01/97)

519.02      Floor Conduct Committee -

(a) The Chairman of the Association may, with the consent of the Board, appoint
    members to a Floor Conduct Committee. Members of the Committee may not be
    members of the Floor Governors Committee.

(b) Meetings. The Floor Conduct Committee shall determine the time and place of
    its meetings and the manner and form in which such meetings shall be
    conducted. In the interest of efficiency, the Chairman of the Floor Conduct
    Committee may appoint panels of Floor Conduct Committee members to hold duly
    constituted meetings. Any such panel shall consist of three or more members
    of the Floor Conduct Committee. The majority vote of such a panel of the
    Committee shall be the official act or decision of the Committee. The
    Chairman of the Floor Conduct Committee shall determine for each meeting, in
    his or her sole discretion, whether a panel or the full Floor Conduct
    Committee shall convene.

(c) Duties of Committee. It shall be the function and duty of the Floor Conduct
    Committee to ensure decorum on the Floor of the Exchange in regard to
    decorum offenses set forth in Regulations 520.00A, 519.00A, 519.05 and
    519.07 and in accordance with Rule 519.00 and Regulation 519.01. Floor
    Conduct Committee members shall issue a ticket to an offender notifying him
    that the Floor Conduct Committee has imposed a warning or fine as described
    in Regulations 520.00A, 519.00A and/or 519.05 and in accordance with Rule
    519.00 and Regulation 519.01 for such violations which occur in the trading
    pits, including the steps leading into the pit. The ticket requires the
    signature of two members of the Floor Conduct Committee.

    The Committee shall have the authority to discipline a member or other
    person with trading privileges found to have violated any Rule or Regulation
    within its jurisdiction by reprimand, by denial of the

                                      507


                                 Ch5 Offenses
                                 ------------

    privileges of the Floor of the Exchange not to exceed five (5) days and/or
    by the imposition of a fine not to exceed $5,000.

    The Chairman and Vice Chairman of the Pit Committee shall be considered
    members of the Floor Conduct Committee for the sole purpose of issuing
    tickets for decorum offenses within their pit.

    The Floor Conduct Committee shall be responsible for issuing badges to and
    recalling badges from all non-members, except as otherwise provided within
    the Rules and Regulations.

(d) Appeal. A member, member firm, or other person with floor privileges, may
    appeal from the decision of the Committee by filing with the Secretary of
    the Association, within ten business days after the Committee's decision is
    sent to the respondent, a Notice of Appeal to the Appellate Committee
    requesting a review by the Appellate Committee of all or part of the
    Committee's decision.

(e) Offense Against the Association. Any member of the Association, member firm,
    or other person with floor privileges who fails to comply with the
    disciplinary action of the Committee after such action becomes effective
    shall be charged with an offense against the Association, and if found
    guilty, shall either be fined, suspended, or expelled by the Board.

(f) Hold-over Member. Whenever the Committee members have begun to hear or
    review evidence and argument in any proceeding, and the term of one or more
    of the members expires, such member or members may continue in office until
    the proceeding has ended. A hold-over member shall not participate in any
    other Committee business, nor shall his continuation in office impair the
    appointment of his successor or his successor's right to participate in all
    other Committee business. (01/01/96)

519.03    Bracketing Violations - The Floor Governors Committee may levy fines
for violations of Regulation 332.02, pertaining to the recording of bracket
data, in accordance with the Summary Procedures as provided in Regulation
519.01(b). (08/01/94)

519.04    Pit Committee Supervision and Enforcement of Pit Decorum - It shall be
the function and duty of each Pit Committee to supervise and enforce any and all
Decorum Offenses within its particular pit. (See 360.01.) The Pit Committees'
authority is meant to supersede and replace the authority of the Floor Conduct
Committee for Decorum Offenses committed within the respective trading pits. The
Floor Conduct Committee maintains jurisdictional authority for any and all
Decorum Offenses that occur outside of the respective trading pits. (03/01/97)

519.05    Weapons Prohibition - No weapons shall be permitted on the Exchange
Floor or in the lobby area adjacent to the Exchange Floor. Any violation of this
Regulation shall be deemed a decorum offense and penalties may be imposed
pursuant to Rule 519.00 and Regulation 519.01. (08/01/94)

519.06    Submission of Computerized Trade Reconstruction Data - The Floor
Governors Committee may levy fines for violations of Regulation 545.02, 332.04,
332.041, 332.05, 332.06, 332.07, 332.08, and 332.09, pertaining to the accurate
and complete maintenance of books and records, including the submission of
Computerized Trade Reconstruction data, in accordance with the Summary
Procedures as provided in Regulation 519.01(b). (07/01/95)

519.07    Sexual Harassment - Sexual harassment will not be tolerated on the
Floor or Halls of the Exchange. Sexual harassment consists of unlawful verbal or
physical conduct directed at a person when that conduct is based on that
person's sex and has a substantial adverse effect on him or her in the
workplace. Such conduct may include, but is not limited to, the following:

1.   requests for sexual favors that may or may not be accompanied by threats or
     promises of preferential treatment with respect to an individual's
     employment status;

2.   verbal, written or graphic communications of a sexual nature, including
     lewd or sexually suggestive comments, off-color jokes of a sexual nature or
     displays of sexually explicit pictures, photos, posters, cartoons, books,
     magazines or other items; and

3.   patting, pinching, hitting or any other unnecessary contact with another
     person's body or threats to take such action.

                                      508


                                 Ch5 Offenses
                                 ------------

Any violation of this Regulation shall be deemed a decorum offense and penalties
may be imposed pursuant to Rule 519.00 and Regulation 519.01. (01/01/96)

520.00    Smoking - Smoking of cigarettes and other smoking materials is
prohibited in the Exchange Halls (during trading hours or business days). Any
member, or any person affiliated with a registered eligible business
organization who violates this Rule shall be guilty of an offense against the
Association and, in the case of persons affiliated with a registered eligible
business organization, such firm may also be found guilty of an offense against
the Association. 164 (04/01/98)

520.00A   Exchange Floor Fines - The Secretary of the Association shall impose a
fine of $25 to $5,000, as directed by the Floor Conduct Committee for each
violation of Rules, Regulations, directives or guidelines issued by the Floor
Conduct Committee relating to smoking and other use of tobacco products, badges,
food and beverage, dress code, decorum, and guests and visitors on the Exchange
Floor.

The following schedule of fines is approved; however, this schedule is non-
binding, and the Floor Conduct Committee, in its discretion, may impose a fine
not to exceed $5,000, in addition to any access denial, for the violations set
forth below regardless of the number of the offense.

-------------------------------------------------------------------------------
BADGES: (improper usage)                    1st offense $25.00
-------------------------------------------------------------------------------
                                            2nd offense $50.00
-------------------------------------------------------------------------------
                                            3rd offense denial of access to the
                                            Floor
===============================================================================
(Failure to display Exchange issued         $200.00 each offense
badge)
-------------------------------------------------------------------------------
(unauthorized entry into pits)              1st offense $100.00
-------------------------------------------------------------------------------
                                            2nd offense $200.00
-------------------------------------------------------------------------------
                                            3rd offense $500.00
===============================================================================
(unauthorized usage of a key card)          1st offense $1,000.00
-------------------------------------------------------------------------------
                                            2nd offense denial of Floor access
===============================================================================
SMOKING/USE OF TOBACCO PRODUCTS:            1st offense $100.00
-------------------------------------------------------------------------------
                                            2nd offense $200.00
-------------------------------------------------------------------------------
                                            3rd offense $500.00
-------------------------------------------------------------------------------
                                            4th offense disciplinary action
===============================================================================
FOOD AND BEVERAGE:                          1st offense $50.00
-------------------------------------------------------------------------------
                                            2nd offense $100.00
-------------------------------------------------------------------------------
                                            additional offense by individual -
                                            $500.00
===============================================================================
GUESTS AND VISITORS:                        1st offense $25.00
-------------------------------------------------------------------------------
                                            2nd offense $50.00
-------------------------------------------------------------------------------
                                            3rd offense $100.00
===============================================================================
DRESS CODE:                                 1st offense $25.00
-------------------------------------------------------------------------------
                                            2nd offense $50.00
-------------------------------------------------------------------------------
                                            3rd offense $100.00
-------------------------------------------------------------------------------
                                            No jeans are to be permitted on the
                                            Exchange Floor.
===============================================================================
RUNNING:                                    1st offense by individual - $25.00
-------------------------------------------------------------------------------
                                            2nd offense by individual - $50.00
-------------------------------------------------------------------------------

                                      509


                                 Ch5 Offenses
                                 ------------

-------------------------------------------------------------------------------
                                            3rd offense by individual - $75.00
-------------------------------------------------------------------------------
                                            4th offense by individual - $100.00
===============================================================================
PROPERTY OFFENSES:                          1st offense $200.00
-------------------------------------------------------------------------------
                                            2nd offense $500.00
===============================================================================
THROWING OF OBJECTS:                        1st offense $50.00
-------------------------------------------------------------------------------
                                            2nd offense $200.00
-------------------------------------------------------------------------------
                                            3rd offense $500.00
===============================================================================

The procedure for the imposition of a fine shall be as follows:

As set forth in Regulation 519.02(c), Floor Conduct Committee members shall
issue a ticket to an offender for offenses which occur in the trading pits,
including the steps leading into the pit.  The ticket requires the signature of
two Committee members.

Security guards shall issue tickets for offenses which occur outside the
boundaries of the trading pits and the entrance area to the Exchange Floor.

A guard shall take the name of the offender and submit it to the Floor Conduct
Committee. The Committee may issue a directive to the Secretary of the Exchange
to impose a fine in the amount stated in the directive. The directive shall be
signed by two members of the Floor Conduct Committee. Fines for offenses may be
imposed on a member committing a violation, or upon a member or member firm for
a violation committed by an employee of such member or member firm.

The Secretary of the Exchange shall give the member or member firm written
notification of the fine. The notice shall inform the member or member firm of
the right to request a hearing and the consequences of a failure to pay the fine
if no hearing is requested.

Property offenses, for the purpose of this Ruling 520.00A, shall include sitting
or standing on floor booths, standing on chairs or stools on the trading floor,
extending telephone cords across an aisle, defacing property, or any other
action which may damage property or impede communications or traffic on the
trading floor. The privilege of the Floor will be denied, for a period of time
as determined by the Floor Conduct Committee, for extending a telephone cord
into a pit.

For purposes of this Ruling, the fine shall have been imposed as of the date
that the written notice is delivered to the member or member firm.  (02/01/95)

521.00    Floor Access - Upon receipt by the Association of actual notice that
any member or registered eligible business organization, or any other person
with trading privileges, has entered a plea of guilty to or has been adjudged
guilty of a violation of any criminal statute involving moral turpitude, the
Chairman of the Board may order an investigation (unless already in progress) to
ascertain whether violations of the Rules and Regulations have occured, and the
Board may, when immediate action is necessary to protect the best interests of
the marketplace, and subject to the provisions of Regulation 540.06, forthwith
deny access to the trading floor to such person or registered eligible business
organization until the investigation, including any disciplinary proceedings, is
concluded.

The issues in a Regulation 540.06 hearing under this Rule are limited to (1)
whether or not the member or registered eligible business organization, or other
person with trading privileges, has entered a plea of guilty to or has been
adjudged guilty of a violation of any criminal statute involving moral
turpitude, and (2) whether or not immediate action is necessary to protect the
best interests of the marketplace. (04/01/98)

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540.00   Proceedings Before The Board - The Board may review decisions of the
Appellate Committee, and may agree to hear disciplinary matters referred to it
by the Appellate Committee or the Hearing Committee.  Whenever the respondent
shall have had an opportunity to present evidence or legal defenses in
connection with the pending matter before any Standing or Special Committee in
accordance with Regulations 540.02 and 540.03, and the jurisdiction of the Board
is based upon either an appeal by the respondent from the decision of such
Committee or is a referral of the matter by such Committee to the Board, the
Board shall not entertain any new evidence or new legal defenses not raised
before such Committee except upon a clear showing by the respondent that such
new evidence or new legal defense did not exist or was not ascertainable by due
diligence at the time of the Committee proceedings, and that there was
insufficient time within the intervening period prior to the hearing of the
Board for the respondent to bring such new evidence or legal defense to the
attention of such Committee.

After hearing all the witnesses and the respondent, if he desires to be heard,
the Board shall determine whether to affirm, reverse, modify or remand the
decision of the Committee under review and may impose penalties in accordance
with Rule 560.00. The finding of the Board shall be final and conclusive when
rendered.

If the respondent has not been given notice and opportunity for hearing,
pursuant to Regulations 540.02 and 540.03, before a disciplinary committee, the
Board may, rather than holding a hearing remand the matter to the appropriate
disciplinary committee. 155 (08/01/94)

540.00A  Committee Authority To Refer Matters for Investigation - Any
Committee of the Association which in the course of its activities discovers a
possible violation of the Rules and Regulations of the Association may, refer
the matter to the Office of Investigations and Audits or the appropriate
disciplinary committee. 39R (08/01/94)

540.01   Review Of Investigation Report - The disciplinary committee shall
promptly review each investigation report.  In the event the disciplinary
committee determines that additional investigation or evidence is needed, it
shall promptly direct the enforcement staff to conduct its investigation
further.  Within a reasonable period of time not to exceed 30 days after the
receipt of a completed investigation report, the disciplinary committee shall
take one of the following actions:

(a)  If the disciplinary committee determines that no reasonable basis exists
     for finding a violation or that prosecution is otherwise unwarranted, it
     may direct that no further action be taken. Such determination must be in
     writing and contain a brief statement setting forth the reasons therefor.

(b)  If the disciplinary committee determines that a reasonable basis exists for
     finding a violation which should be adjudicated, it shall direct that the
     person alleged to have committed the violation be served with a notice of
     charges and shall proceed in accordance with these regulations. (08/01/94)

540.02   Notice and Answer in Connection with Disciplinary Proceedings -

(a)  Prior to the imposition of any penalty by the Board of Directors or a
     committee under the Rules and Regulations, the respondent shall be served
     with a statement of charges either personally or by leaving the same at his
     or its office address during business hours or by mailing it to him at his
     place of residence, which charges shall:

     (1) State the acts, practices, or conduct in which the respondent is
         believed to have engaged;

     (2) State the Rule or Regulations believed to have been violated;

     (3) Advise the respondent that he or it is entitled to be represented by an
         attorney;

     (4) Advise the respondent that he or it is entitled to a hearing.

     (5) State the period of time, which in no event shall be less than five (5)
         business days after the service of the charges, within which a hearing
         on the charges may be requested;

     (6) Advise the respondent that failure to request a hearing within the
         period stated, except for good

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

          cause, shall be deemed a waiver of the right to a hearing; and

      (7) State the penalty which will be imposed if a hearing is waived.

(b)   If the respondent elects to answer the charges, such answer shall be filed
      within five (5) business days after the date of service of the charges, or
      within such further time as the Board of Directors or the appropriate
      Committee in its discretion deems proper.

      The answer shall be in writing, signed by the respondent, and filed with
      the Office of Investigations and Audits; except that in connection with
      proceedings initiated under Rule 519.00 or Regulation 519.01 by the Floor
      Conduct Committee, such answers shall be filed with the Exchange Services
      Department. (08/01/94)

540.03  Procedures for Hearings on Charges - In connection with all hearings
on charges, except those held pursuant to Regulation 540.05:

(a)   The respondent shall be entitled in advance of the hearing to examine all
      books, documents, or other tangible evidence in the possession or under
      the control of the Association which is to be relied upon by the Office of
      Investigations and Audits or Exchange Services Department in presenting
      the charges contained in the notice of charges or which are relevant to
      those charges;

(b)   At least ten (10) business days in advance of the hearing, the respondent
      shall submit to the Office of Investigations and Audits copies of all
      documents which the respondent intends to rely on in presenting his case
      and shall provide the Office of Investigations and Audits with a list of,
      and make available for inspection by the Office of Investigations and
      Audits, all books, records, names of witnesses, and other tangible
      evidence which the respondent intends to rely on; except that in any
      hearing held pursuant to Rule 519.00 or Regulation 519.01 by the Floor
      Conduct Committee, the documents and lists shall be submitted to and the
      books, records and other tangible evidence shall be made available for
      inspection by the Exchange Services Department. The hearing body, in its
      discretion, may refuse to consider any books, records, documents or other
      tangible evidence which was not made available or witnesses whose names
      were not submitted to the Office of Investigations and Audits, or the
      Exchange Services Department pursuant to this section. However, the
      hearing body will consider such evidence upon a clear showing that such
      evidence was not ascertainable by due diligence at least ten (10) business
      days in advance of the hearing and that there was insufficient time prior
      to the hearing to bring such evidence to the attention of the Office of
      Investigations and Audits or the Exchange Services Department.

(c)   The hearing shall be promptly held before disinterested members of the
      hearing body after reasonable notice to the respondent. No member of a
      disciplinary body may serve on that body in a particular matter if he or
      any person or firm with which he is affiliated has a financial, personal
      or other direct interest in the matter under consideration.

(d)   Formal rules of evidence need not apply, but the hearing shall not be so
      informal as to be unfair;

(e)   The respondent shall have the right to invoke Rule 548.00, if applicable;

(f)   The Office of Investigations and Audits shall be a party to the hearing
      and shall present its case on those charges and penalties which are the
      subject of the hearing; or in the case of any hearing held pursuant to
      Rule 519.00 or Regulation 519.01 by the Floor Conduct Committee, the
      Exchange Services Department shall be a party to the hearing and shall
      present its case on those charges and penalties which are the subject of
      the hearing.

(g)   The respondent shall be entitled to appear personally at the hearing and
      to be represented by counsel;

(h)   The respondent shall be entitled to cross-examine any person(s) appearing
      as witness(es);

(i)   Subject to the provisions of Rule 540.00, the respondent shall be entitled
      to call witnesses and to present such evidence as may be relevant to the
      charges;

(j)   Persons within the jurisdiction of the Association who are called as
      witnesses shall be obliged to appear at the hearing and to produce
      evidence (see 545.00);

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

(k)   If the hearing is held at the request of the respondent, a substantially
      verbatim record of the hearing, capable of being accurately transcribed,
      shall be made and shall become part of the record of the proceeding.
      (10/01/95)

540.04  Disciplinary Decisions - All disciplinary decisions rendered pursuant to
the Rules and Regulations shall be in writing and be based upon the weight of
the evidence contained in the record of the proceeding. A copy of the decision
shall be provided to the respondent and shall include:

(a)   The charges, or a summary of the charges;

(b)   The answer, if any, or a summary of the answer;

(c)   A brief summary of the evidence produced at the hearing or, where
      appropriate, incorporation by reference of the investigation report;

(d)   A statement of findings and conclusions with respect to each charge,
      including the specific Rules and Regulations which the respondent is found
      to have violated;

(e)   A declaration of any penalty imposed and the effective date of the
      penalty;

(f)   A statement that the respondent shall pay the cost of the transcription of
      the record of the hearing if an appeal or petition for review to the
      Commission is requested by the respondent.

All such decisions shall be rendered within thirty business days after the
conclusion of the hearing, unless, by virtue of the complexity of the case or
other special circumstances, additional time is required. (08/01/94)

540.05  Appeals from a Decision of a Disciplinary Committee - The following
procedures shall apply to appeals to the Appellate Committee and the Board from
the decisions of any Committee from which appeals are allowed under the Rules
and Regulations.

(a)   An appeal by the respondent from the decision of a committee or a referral
      of the matter by such committee to the Appellate Committee shall be heard
      by the Appellate Committee as provided in Regulations 540.02 and 540.03.
      Provided, however, that whenever the respondent shall have had an
      opportunity to present evidence or legal defenses in connection with the
      pending matter before any Standing or Special Committee in accordance with
      Regulations 540.02 and 540.03, the appeal shall be heard solely on the
      record of the proceedings before such committee, the written exceptions
      filed by the parties and the oral or written arguments of the parties.
      Further, the Appellate Committee shall not entertain any new evidence or
      new legal defenses not raised in the prior proceeding except upon a clear
      showing by the respondent that such new evidence or new legal defense did
      not exist or was not ascertainable by due diligence at the time of the
      proceedings, and that there was insufficient time within the intervening
      period prior to the hearing of the Appellate Committee for the respondent
      to bring such new evidence or legal defense to the attention of the
      committee.

      The Appellate Committee shall not reverse any finding of a Standing or
      Special Committee or reverse or reduce any sanction imposed by a Standing
      or Special Committee unless the Appellate Committee determines that the
      finding or sanction is "clearly erroneous."

(b)   Subject to the provisions of Rule 540.00, an appeal shall be heard by the
      Board solely on the record before the Committee, the written exceptions
      filed by the parties; and the oral and written arguments of the parties;

(c)   Within thirty days after the conclusion of the hearing of the appeal, or
      within such additional time as may be necessary by virtue of the
      complexity of the case or other special circumstances, the Appellate
      Committee or the Board shall issue a written decision and provide a copy
      to the respondent. The decision shall include a statement of findings and
      conclusions with respect to each charge or penalty reviewed, including the
      specific rules which the respondent was found by the Committee to have
      violated, and the effective date of the disciplinary penalties, if
      affirmed, or of any modified penalties.

(d)   No member of the Board or Appellate Committee shall hear an appeal if such
      member participated in any prior stage of the disciplinary proceeding or
      if he or any person or firm with which he is affiliated

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                                Ch5 Proceedings
                                ---------------

      has a financial, personal, or other direct interest in the matter.
      (10/01/97)

540.06  Procedures For Member Responsibility Actions - The Chairman or Acting
Chairman of the Association, upon the advice of the Floor Governors Committee,
Financial Compliance Committee or Business Conduct Committee, has jurisdiction
to take summary action when immediate action is necessary to protect the best
interests of the marketplace or membership, without affording an opportunity for
a prior hearing ("member responsibility actions"). The following procedures
shall apply to such actions:

(a)   The respondent shall, whenever practicable, be served with a notice before
      the action is taken. If prior notice is not practicable, the respondent
      shall be served with a notice at the earliest possible opportunity. The
      notice shall:

      (1) State the action;

      (2) Briefly state the reasons for the action, and

      (3) State the effective time and date and the duration of the action;

(b)   The respondent shall have the right to be represented by legal counsel or
      any other representative of his choosing in all proceedings subsequent to
      any summary action taken;

(c)   The respondent shall be given an opportunity for a subsequent hearing,
      within five business days, before the Floor Governors Committee, Financial
      Compliance Committee or the Business Conduct Committee. The hearing shall
      be conducted in accordance with the requirements of Regulation 540.03 (c)-
      (j);

(d)   Within five business days following the conclusion of the hearing, the
      body before which the hearing is held shall render a written decision
      based upon the weight of the evidence contained in the record of the
      proceeding and shall provide a copy to the respondent. The decision shall
      include:

      (1) A description of the summary action taken;

      (2) The reasons for the summary action;

      (3) A brief summary of the evidence produced at the hearing;

      (4) Findings and conclusions;

      (5) A determination that the summary action should be affirmed, modified,
          or reversed; and

      (6) A declaration of any action to be taken pursuant to the determination
          specified in (5) above and the effective date and duration of such
          action.

The Chairman or Acting Chairman of the Association has jurisdiction to reverse
summary action taken against an individual member pursuant to Rule 270.00 or
Rule 278.00, or against a member firm pursuant to Regulation 416.04, at any time
prior to a hearing held pursuant to this Regulation, or, if no hearing is held,
prior to the expiration of five business days after the summary action is taken,
without the prior approval of the Financial Compliance Committee or the Business
Conduct Committee, if the affected member or member firm demonstrates to the
satisfaction of the Chairman or Acting Chairman that the condition which was the
basis for the action no longer exists. (07/01/97)

540.07  Finality Of Disciplinary Decisions And Member Responsibility Actions -
All disciplinary decisions rendered or member responsibility actions taken
pursuant to the Rules and Regulations shall be final and conclusive when
rendered, unless appealable, in which case the decision shall become final the
first business day after the time for appeal has passed, if no appeal is taken,
or when the decision of the appeals body is rendered.

The person or body rendering such decision shall determine the effective date of
such action. Provided, however, that the effective date shall be at least
fifteen (15) days after written notice is delivered to the person against whom
the action is taken, and to the Commodity Futures Trading Commission, except
that such action may become effective prior to that time if:

(1)   The action was taken according to the provisions of Regulation 540.06;

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                                Ch5 Proceedings
                                ---------------

(2)   The person against whom the action is taken has consented to the sanction
      to be imposed; or

(3)   The action was taken by the Secretary under Rule 563.00. (08/01/94)

540.08  Offers of Settlement - Any member, member firm or other person who is
the subject of charges filed before the Board or who has filed an appeal of a
disciplinary action with the Board, may submit a written offer of settlement in
connection with such proceedings to the President. The President is authorized
to consider such settlement offers, negotiate alternative provisions therein,
and recommend to the Board that it either accept or reject any settlement offer.
The Board, by majority vote of a duly convened quorum, has the sole authority to
accept or reject any such settlement offer. If an offer of settlement is
accepted by the Board, it shall issue a written decision specifying the rule
violations it has reason to believe were committed and any penalty to be
imposed. Where applicable, the decision also shall include a statement that the
respondent has accepted the penalties imposed without either admitting or
denying the rule violations.

The member, member firm or other person who submits a written settlement offer
to the President may withdraw it at any time before final acceptance by the
Board.  If a settlement offer is withdrawn or is rejected by the Board, the
person submitting such offer neither shall be deemed to have made any admission
nor shall in any manner be prejudiced by having submitted the settlement offer.

Any member, member firm or other person who is the subject of charges before the
Appellate Committee or who has filed an appeal of a disciplinary action with the
Appellate Committee, may submit a written offer of settlement in connection with
such proceedings to the Appellate Committee. The Appellate Committee is
authorized to consider such settlement offers, negotiate alternative provisions
therein, and either accept or reject any settlement offer. If an offer of
settlement is accepted by the Committee it shall issue a written decision
specifying the rule violations it has reason to believe were committed and any
penalty to be imposed. Where applicable, the decision shall also include a
statement that the respondent has accepted the penalties imposed without either
admitting or denying the rule violations.

The member, member firm or other person who submits a written settlement offer
to the Appellate Committee may withdraw it at any time before final acceptance
by the Committee. If a settlement offer is withdrawn or rejected by the
Committee, the person submitting such offer neither shall be deemed to have made
any admission nor shall in any manner be prejudiced by having submitted the
settlement offer.

Each settlement offer presented to the Board or to the Appellate Committee shall
be deemed to incorporate the following terms:

(1)   Respondent acknowledges that the Office of Investigations and Audits will
      have the opportunity to present its views on the proposed settlement to
      the President, the Board, or the Appellate Committee, as applicable; and

(2)   Respondent waives any objection to having the Board or the Appellate
      Committee, as applicable, hear the case even it the Board or the Appellate
      Committee has previously considered and rejected a settlement offer.
      (08/01/97)

540.09  Offers of Settlement - Any member, member firm, their wholly-owned
affiliates or other person who is the subject of preliminary charges issued by
the Business Conduct Committee, Financial Compliance Committee or Floor
Governors Committee ("respondent"), may submit a written offer of settlement in
connection with such proceedings to the Business Conduct Committee, Financial
Compliance Committee, Floor Governors Committee or the Hearing Committee. The
Business Conduct Committee, Financial Compliance Committee, Floor Governors
Committee and Hearing Committee are authorized to consider such settlement
offers, negotiate alternative provisions therein, and either accept or reject
any settlement offer. When preliminary charges are pending before the Hearing
Committee, before a hearing begins, the Committee that issued the charges has
the sole authority to consider settlement offers. Once the Hearing Committee has
begun hearing evidence, the Hearing Committee has exclusive settlement
authority. The Business Conduct Committee, Financial Compliance Committee, Floor
Governors Committee and Hearing Committee may, in their discretion, permit a
respondent to accept a penalty without either admitting or denying any rule
violations upon which the penalty is based. If an offer

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                                Ch5 Proceedings
                                ---------------

of settlement is accepted by any such Committee, it shall issue a written
decision specifying the rule violations it has reason to believe were committed
and any penalty to be imposed. Where applicable, the decision also shall include
a statement that the respondent has accepted the penalties imposed without
either admitting or denying the rule violations.

Each settlement offer presented to any such Committee shall be deemed to
incorporate the following terms:

(1)   Respondent acknowledges that the Office of Investigations and Audits will
      have the opportunity to present its views on the proposed settlement to
      the Committee; and

(2)   Respondent waives any objection to having the appropriate Committee hear
      the case even if that Committee has previously considered and rejected a
      settlement offer.

The member, member firm, wholly-owned affiliate or other person who submits a
written settlement offer to any such Committee may withdraw it at any time
before final acceptance by the Committee. If a settlement offer is withdrawn or
rejected by any such Committee, the person submitting such offer neither shall
be deemed to have made any admission nor shall in any manner be prejudiced by
having submitted the settlement offer.  (08/01/97)

540.10  Disciplinary Jurisdiction Over Agricultural Regular Firms - In addition
to the disciplinary authority of the Hearing Committee, Appellate Committee,
Business Conduct Committee and Financial Compliance Committee over agricultural
regular firms, as set forth in paragraphs (f) and (g) of Rule 542.00 and
paragraphs (f) and (g) of Rule 551.00, each of these Committees may discipline
an agricultural regular firm for violation of any Rules and Regulations by
imposing a fine on such firm, and/or by revoking the firm's regularity status.
Subject to and in accordance with Regulation 540.08, an agricultural regular
firm that is the subject of charges filed before the Board or that has filed an
appeal of a decision with the Appellate Committee or the Board, may submit a
written offer of settlement in connection with such proceeding to the Appellate
Committee or, in matters before the Board, to the President of the Association.
(08/01/94)

540.11  Appellate Committee -

(a)   Membership. Each year the Chairman of the Board, with the approval of the
      Board, shall appoint from those members of the Association who currently
      serve or who shall have previously served as an elective officer of the
      Association and who shall not be a member of a standing disciplinary
      committee, to serve as a member of the Appellate Committee. The Committee
      shall consist of five (5) members, at least one of whom is currently an
      elective officer of the Association. A vacancy in the Committee shall be
      filled by appointment by the Chairman of the Board, with the approval of
      the Board.

(b)   Meetings and Quorum. The Appellate Committee shall determine the time and
      place for its meetings and the manner and form in which its meetings shall
      be conducted. The attendance of three (3) Appellate Committee members
      shall constitute a quorum of the Committee. The majority vote of the
      quorum of the Appellate Committee shall be the official act or decision of
      the Committee.

(c)   Duties of the Committee. It shall be the function of the Committee to
      serve as the appellate body in review of disciplinary decisions of
      committees of the Association or, upon referral by such committee to hear
      the matter, in accordance with Regulation 540.05. After hearing all the
      witnesses and the respondent, if he/she decides to be heard, the Committee
      shall determine whether the respondent is guilty of the offense or
      offenses charged. If the Committee determines that the accused is guilty,
      the Committee may impose penalties in accordance with Rule 560.00.

(d)   Appeal. The findings of the Appellate Committee shall be final and
      conclusive when rendered, although subject to review by the Board of
      Directors in accordance with Regulation 540.05(b) upon the request of the
      Board or upon referral by the Committee. A request that the Board review a
      decision must be made:

      - if on the motion of the Board, upon review of the notice of the decision
        in the materials for the first regularly scheduled Board meeting not
        less than twenty (20) days after the date of the

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                                Ch5 Proceedings
                                ---------------

        decision;

     -  if by the Appellate Committee, within fifteen (25) days of the date of
        the decision; and

     -  if by a person against whom the decision has been rendered within ten
        (10) days of the date he receives the decision.

(e)   Offense Against The Association. Any member of the Association, member
      firm, or other person with trading privileges who fails to comply with the
      disciplinary action of the Committee after such action becomes effective
      shall be charged with an offense against the Association, and if found
      guilty, shall either be fined, suspended or expelled by the Board.

(f)   Oath. Every member of the Appellate Committee shall take an oath not to
      divulge, or allow or cause to be divulged, any information acquired by
      such member in his capacity as an Appellate Committee member if such
      information is confidential, commercially sensitive, or non-public, except
      when required in connection with disciplinary proceedings or other formal
      proceedings or actions of a duly authorized committee of the Association
      or of the Board, or in response to demand by an authority to obtain the
      information requested, or on behalf of the Association in any proceeding
      authorized by the Board of Directors.

(g)   Holdover Member. Whenever the Committee members have begun to hear or
      review evidence and argument in any proceeding and the term of the members
      expires, the members may continue in office until the proceeding has
      ended. A holdover member shall not participate in any other Committee
      business, nor shall continuation in office impair the appointment of a
      successor Committee or the successor Committee's right to participate in
      all other Committee business.

(h)   Associate Members as Appellate Committee Members. Associate Members of the
      Exchange are eligible for appointment to the Appellate Committee as full
      voting members, provided that such Associate Member qualifies pursuant to
      paragraph (a) of this Regulation, and further provided that Associate
      Members shall not be eligible to serve as Chairman of the Committee. The
      Committee shall at no time have more than two Associate Members on the
      Committee. (08/01/94)

540.12  Hearing Committee -

(a)   Membership. The Hearing Committee shall consist of twenty-one (21)
      individual members of the Association appointed each year by the Chairman
      of the Board with the approval of the Board. For all purposes under these
      Rules, the Hearing Committee shall be considered a disciplinary committee.
      Hearing Committee members shall have previously served on the Board, the
      Business Conduct Committee, the Floor Governors Committee, the Financial
      Compliance Committee or the Arbitration Committee, but no person shall be
      a member of the Committee who, at the same time, is a member of the Board
      or any other standing disciplinary committee. A panel of seven members
      shall be selected from the Committee for each hearing, in a manner
      established by the Committee, consistent with the requirements of
      Regulation 540.14. Each panel shall, by a majority vote, elect a Chairman.

(b)   Hearing Executive Committee. The Chairman of the Board, with the approval
      of the Board, shall appoint a Chairman of the entire Committee, along with
      two other members from among the members of the Committee, to serve as a
      Hearing Executive Committee.

(c)   Meetings and Quorum. The Hearing Committee shall determine the time and
      place of its meetings and the manner and form in which its meetings shall
      be conducted. The attendance of four Hearing Committee members shall
      constitute a quorum of the Committee. The majority vote of the quorum of
      the Hearing Committee shall be the official act or decision of the
      Committee.

(d)   Duties of the Committee. The Hearing Committee shall conduct disciplinary
      hearings pursuant to the Rules and Regulations of the Association.
      Following notice and answer in accordance with Regulation 540.02, the
      Hearing Committee shall conduct hearings in connection with proceedings
      initiated under Rule 542.00(f), Rule 551.00(f) and Rule 543.00(d).
      Procedures for the hearing shall be in accordance with Regulation 540.03.
      After hearing all the witnesses and the respondent, if he/she decides to
      be heard, the Committee shall determine whether the respondent is guilty
      of the offense or offenses

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                                Ch5 Proceedings
                                ---------------

      charged. If the Hearing Committee determines that the accused is guilty,
      the Committee may impose penalties in accordance with the rule pursuant to
      which the proceedings were initiated. In the event there is a finding of
      multiple violations of any Rules or Regulations, it shall be within the
      Committee's discretion to apply its suspension powers either in a
      consecutive or concurrent manner.

(e)   Appeal. A member, member firm, person with trading privileges or
      agricultural regular firm may appeal from the decision of the Committee by
      filing with the Secretary of the Association within ten (10) business days
      after the Committee's decision is sent to the respondent a Notice of
      Appeal to the Appellate Committee requesting a review by the Appellate
      Committee of all or part of the Committee's decision.

(f)   Offense Against the Association. Any member, member firm, other person
      with trading privileges or agricultural regular firm who fails to comply
      with the disciplinary action of the Committee after such action becomes
      effective shall be charged with an offense against the Association, and if
      found guilty, shall either be fined, suspended or expelled by the Board.

(g)   Oath. Every Hearing Committee member shall take an oath not to divulge, or
      allow or cause to be divulged, any information acquired by such member in
      his official capacity as a Hearing Committee member if such information is
      confidential, commercially sensitive, or nonpublic, except when required
      in connection with disciplinary proceedings or other formal proceedings or
      actions of a duly authorized committee of the Association or of the Board,
      or in response to a request or demand by an administrative or legislative
      body of government having jurisdiction of the subject matter and authority
      to obtain the information requested, or on behalf of the Association in
      any proceeding authorized by the Board of Directors.

(h)   Hold-over Member. Whenever the Committee members have begun to hear or
      review evidence and argument in any proceeding, and the term of one or
      more of the members expires, such member or members may continue in office
      until the proceeding has ended. A holdover member shall not participate in
      any other Committee business, nor shall his continuation in office impair
      the appointment of a successor or the successor's right to participate in
      all other Committee business. (12/01/94)

540.13    Application of Rules and Regulations - The provisions of this Chapter
shall apply to all members, registered partnerships and corporations, their
wholly-owned affiliates, other persons with trading privileges, agricultural
regular firms, guaranteed introducing brokers, and any employee or Associated
Person of any such individual or firm, unless specifically exempted. (07/01/97)

540.14    Disciplinary Committee Composition -

(a)   Notwithstanding any other provision of these rules, at least one member of
      a major disciplinary committee (or panel of the Hearing Committee) shall
      be a person who is not a member when that committee is acting with respect
      to a disciplinary action in which:

      (1) the subject of the action is a member of the Board, the Appellate,
          Business Conduct, Financial Compliance or Floor Governors Committees;
          or

      (2) any of the charged, alleged or adjudicated rule violations involve:

          (A)  manipulation or attempted manipulation of the price of a
               commodity, a futures contract or an option on a futures contract;
               or

          (B)  conduct which directly results in financial harm to a non-member.

(b)   Notwithstanding any other provision of these rules, a majority of each
      major disciplinary committee shall be persons of membership categories
      other than that of each subject of the proceeding. Each of the following
      shall be considered a different membership category: (a) floor brokers,
      (b) floor traders, (c) futures commission merchants, (d) producers,
      consumers, processors, distributors and merchandisers (e) participants in
      a variety of pits or principal groups of commodities or (f) other market
      users or participants.

(c)   Each major disciplinary committee shall include a diversity of membership
      categories sufficient to

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      ensure fairness and to prevent special treatment or preference for any
      person in the conduct of that Committee's responsibilities.

(d)   A major disciplinary committee is a panel of the Hearing Committee, the
      Appellate Committee or, when reviewing a settlement offer, the Business
      Conduct Committee, the Financial Compliance Committee or the Floor
      Governors Committee, except in cases involving allegations which do not
      involve fraud, deceit or conversion and which relate to:

      (1)    decorum or attire;

      (2)    financial requirements; or

      (3)    reporting or record keeping (08/01/94)

540.15    Failure to Pay a Disciplinary Fine - When the Treasurer of the
Association certifies to a Committee that imposed a fine that such fine is due
and has not been paid, the person who was ordered to pay the fine shall be
suspended from all membership privileges (including but not limited to floor and
electronic access, member transaction fees and the right to lease a membership
or membership interest), subject to Regulation 540.06, until the Treasurer
certifies to the Committee that the fine has been paid. (06/01/94)

541.00    Special Investigations By Board - If at any time the Board shall have
reason to suspect that any member, member firm, or other person with trading
privileges, has been guilty of any offense against the Association and no
investigation has been initiated into the matter, the Board shall direct the
Office of Investigations and Audits to conduct an investigation and shall direct
the appropriate disciplinary committee, or if necessary appoint a Special
Committee outside of its own number, to review the investigation as to whether
there is just ground for such suspicion. If the Committee decides that there is
just ground for such suspicion, it shall direct that charges be filed with the
Board as provided in Rule 540.00. (08/01/94)

542.00    Business Conduct Committee -

(a)   Membership. The Chairman of the Board, with the approval of the Board,
      shall appoint the members of the Business Conduct Committee. Only members
      of the Association who are not Directors or Officers of the Association
      shall be eligible for appointment as members of the Committee. All
      Committee Members shall be Full Members except that one Committee Member
      may be an Associate Member. Four members shall be appointed for staggered
      three-year terms. Additional members may be appointed for one-year terms,
      but no more than four such members may be appointed. Terms currently in
      effect at the time of adoption of this amended Rule shall continue to be
      in effect until they expire. At the time this amended Rule becomes
      effective, a member shall be appointed to serve a term expiring February
      1, 1984. Each year the Chairman of the Board shall appoint one member of
      the Committee for a three-year term and may appoint no more than four
      members for one-year terms, except that for February 1, 1984, and every
      third year thereafter, the Chairman of the Board shall appoint two members
      of the Committee for three-year terms and may appoint no more than four
      members for one-year terms. A vacancy in the Committee shall be filled for
      the unexpired term in the same manner as provided above, except that
      unexpired one-year terms may be left vacant at the discretion of the
      Chairman of the Board. The President shall be an ex officio member of the
      Committee.

(b)   Chairman and Vice-Chairman of the Committee. The Chairman of the Board,
      with the approval of the Board, shall appoint a Chairman and a Vice-
      Chairman of the Committee from among the members of the Committee. The
      Chairman and Vice Chairman shall be appointed to serve as Chairman and
      Vice Chairman for a one-year term.

(c)   Oath of Members. Every member of the Committee shall take an oath not to
      divulge, or allow or cause to be divulged, any information acquired by
      such member in his official capacity if such information is confidential,
      commercially sensitive or non-public, including any information regarding
      the market position, financial condition, or identity of any trader or
      firm, except when required in connection with his official duties, or in
      connection with disciplinary proceedings or other formal

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                                Ch5 Proceedings
                                ---------------

      proceedings or actions of a duly authorized committee of the Association,
      or of the Board, or in response to a duly authorized subpoena, or in
      response to a request or demand by an administrative or legislative body
      of government having jurisdiction of the subject matter and authority to
      obtain the information requested, or on behalf of the Association in any
      proceeding authorized by the Board.

(d)   Quorum. The attendance of three members at a meeting shall constitute a
      quorum. The actions of a majority of the members present shall be the
      actions of the Committee.

(e)   Business Conduct Committee on Particular Matter. If the Business Conduct
      Committee shall determine that it is improper for any or all of its
      regular members to serve during the consideration and decision of any
      particular matter, or if any or all the regular members shall be unable to
      serve during the consideration and decision of any particular matter, the
      Business Conduct Committee may request the Chairman of the Board to
      appoint an alternate or alternates to sit throughout the investigation,
      hearing, and decision of such matter. The Chairman of the Board shall have
      the power to appoint any member or members as such alternate or
      alternates. When so appointed such alternate or alternates shall, with
      respect to such particular matter, have all the powers and duties of the
      regular member or members for whom he is or they are acting, and the
      "Committee on Particular Matter," consisting of such alternate or
      alternates, and the remaining regular members of the Business Conduct
      Committee, if any, shall with respect to such particular matter have all
      the duties and powers of the regular Business Conduct Committee. During
      such period as a Committee or Committees on a Particular Matter or Matters
      are functioning, the regular Business Conduct Committee and the regular
      members thereof shall continue to have all the powers and to perform all
      the duties concerning matters not under consideration by a Committee or
      Committees on Particular Matters.

(f)   Duties of Committee. The Committee shall determine the manner and form in
      which its proceedings shall be conducted. The Committee shall provide for
      the prevention of manipulation of prices and the cornering of any
      commodity on the Exchange, and shall also have general supervision of the
      business conduct of members, member firms, any other persons with trading
      privileges, wholly-owned affiliates, guaranteed introducing brokers, and
      any employees or associated persons of any such individual or firm,
      particularly insofar as such conduct affects (1) non-member customers; (2)
      the public at large; (3) the State Government; (4) the Federal Government;
      (5) public opinion; and (6) the good name of the Association. The
      Committee shall also have general supervision, other than financial
      supervision, over all agricultural regular firms and their employees,
      member and non-member alike, with respect to each such firm's compliance
      with the Association's Rules and Regulations pertaining to its regularity.
      The Committee in performing its duties may investigate the dealings,
      transactions and financial condition of members, member firms, any other
      persons with trading privileges, wholly-owned affiliates, agricultural
      regular firms, guaranteed introducing brokers, and any employees or
      associated persons of any such individual or firm, and may examine their
      books and papers upon request. The Committee may employ such auditors and
      other assistants as it may deem necessary, and all expenses incident
      thereto shall be payable from the funds of the Association.

      The Committee shall have the authority to charge a member, member firm,
      person with trading privileges, wholly-owned affiliate, agricultural
      regular firm, guaranteed introducing broker, or any employee or associated
      person of any such individual or firm alleged to have violated any Rule or
      Regulation within its jurisdiction and may impose any one or more of the
      following preliminary penalties: a reprimand, a cease and desist order, a
      fine not to exceed $25,000 for each such violation, and/or restitution.
      The Committee may also impose upon any such individual member, person with
      trading privileges, or employee of a member or member firm a preliminary
      denial of the privileges of the Floor of the Exchange or suspension from
      membership status for a period not in excess of ninety (90) business days
      for each such violation. Except in the case of specified penalties, which
      shall be heard by the Committee in accordance with Regulations 540.02 and
      540.03, proceedings shall be conducted by the Hearing Committee in
      accordance with Regulations 540.02 and 540.03. The specified penalties
      which shall be heard by the Committee shall be defined as a reprimand,
      fines not exceeding $5,000.00 for any one violation, and a denial of the
      privileges of the Floor for a period not exceeding five (5) business days
      for any one violation. In the event there is a finding of multiple
      violations of any Rules or Regulations it shall be within the relevant
      Committee's discretion to apply its

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                                ---------------
    denial or suspension powers either in a consecutive or concurrent manner.

    A party under a cease and desist order may apply to the Committee to review
    and terminate such order, provided that such order has been in effect for at
    least five years prior to application.

    The decision of the Business Conduct Committee or the Hearing Committee may
    be appealed to the Appellate Committee in accordance with Regulation 540.05
    by filing with the Secretary of the Association, within ten (10) business
    days after the decision is sent to the respondent, a Notice of Appeal to the
    Appellate Committee requesting a review by the Appellate Committee of all or
    part of the decision.

    Any member, member firm, other person with trading privileges, wholly-owned
    affiliate, agricultural regular firm, guaranteed introducing broker, or
    employee or associated person of any such individual or firm who fails to
    appear before the Committee pursuant to its request, or to submit his or its
    books and records to the Committee at its request, shall be guilty of an
    offense against the Association.

    The Committee may review at any time the operations or procedures of
    members, member firms, any other persons with trading privileges, wholly-
    owned affiliates, agricultural regular firms, guaranteed introducing
    brokers, and any employees or associated persons of any such individuals or
    firms to assure compliance with the Rules and Regulations of the
    Association. Whenever such review discloses a condition or practice which,
    in the Committee's judgment, falls within the provisions of Regulation
    270.01 or Regulation 540.06, it shall so advise the Chairman of the Board
    and recommend such action as it deems appropriate in the circumstances.

(g) Offense Against the Association. It shall be an act detrimental to the
    interest and welfare of the Association for any member of the Association,
    member firm, other person with trading privileges, wholly-owned affiliate,
    agricultural regular firm, guaranteed introducing broker, or employee or
    associated person of any such individual or firm to fail to comply with the
    disciplinary action of the Committee after such action becomes effective.

(h) Hold-Over Members. Whenever the Committee members have begun to hear or
    review evidence and argument in any proceeding, and the term of one or more
    of the members expires, such member or members may continue in office until
    the proceeding has ended. A holdover member shall not participate in any
    other Committee business, nor shall his continuation in office impair the
    appointment of his successor or his successor's right to participate in all
    other Committee business.  (08/01/98)

543.00  Floor Governors Committee-
(a)  Membership. The Chairman of the Board, with the approval of the Board,
     shall appoint from the Membership of the Association the members of a Floor
     Governors Committee who shall not be Directors or Officers of the
     Association. The Committee shall consist of seven members. Each year the
     Chairman of the Board, with the approval of the Board, shall appoint one
     member of the Committee for a term of three years dating from February 1 of
     such year. Each year, the Chairman of the Board, with the approval of the
     Board shall also appoint from the Membership two members of the Committee
     to serve for a one year term dating from February 1 of such year. In
     addition, each year, beginning with 1985, the Chairman of the Board, with
     the approval of the Board, shall also appoint from the Membership a member
     of the Committee for a two year term dating from February 1 of such year. A
     vacancy in the Committee shall be filled for the unexpired term by
     appointment by the Chairman of the Board, with the approval of the Board.

(b)  Chairman and Vice Chairman of the Committee. The Chairman of the Board,
     with the approval of the Board, shall appoint a Chairman and a Vice
     Chairman of the Committee from among the members of the Committee. The
     Chairman and Vice Chairman shall be appointed to serve as Chairman and Vice
     Chairman for a one-year term.

(c)  Meetings and Quorum. The Floor Governors Committee shall determine the time
     and place of its meetings and the manner and form in which its meetings
     shall be conducted. The attendance of four Floor Governors shall constitute
     a quorum of the Committee. The majority vote of the quorum of the Floor
     Governors Committee shall be the official act or decision of the Committee.

(d)  Duties of the Committee. It shall be the function and duty of the Floor
     Governors Committee to assure

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                                Ch5 Proceedings
                                ---------------
     that the practices and conduct of the members of the Association, member
     firms, other persons with trading privileges, and employees of any such
     individual or firm on the Floor of the Exchange are in compliance with the
     Rules and Regulations. Whenever any violation of the Rules or Regulations
     is suspected by the Committee, and the Committee determines, after
     investigation by the Office of Investigations and Audits, that action
     should be taken, the Committee shall provide notice and opportunity for a
     hearing in compliance with Regulations 540.02 and 540.03. The Committee
     shall have the authority to charge a member, member firm, person with
     trading privileges, or any employee of any such individual or firm alleged
     to have violated any Rule or Regulation within its jurisdiction and may
     impose any one or more of the following preliminary penalties: a reprimand,
     a cease and desist order, a fine not to exceed $25,000 for each such
     violation, and/or restitution. The Committee may also impose upon any such
     individual member, person with trading privileges, or employee of a member
     or member firm a preliminary denial of the privileges of the Floor of the
     Exchange or suspension from membership status for a period not in excess of
     ninety (90) business days for each such violation. Except in the case of
     specified penalties, which shall be heard by the Committee in accordance
     with Regulations 540.02 and 540.03, proceedings shall be conducted by the
     Hearing Committee in accordance with Regulations 540.02 and 540.03. The
     specified penalties which shall be heard by the Committee shall be defined
     as a reprimand, fines not exceeding $5,000 for any one violation, and a
     denial of the privileges of the Floor for a period not exceeding five (5)
     business days for any one violation. In the event there is a finding of
     multiple violations of any Rules or Regulations, it shall be within the
     relevant Committee's discretion to apply its denial or suspension powers
     either in a consecutive or concurrent manner.

     Also fines not to exceed $5,000 for any act may be imposed as specifically
     authorized in Regulation 519.03.

     A party under a cease and desist order may apply to the Committee to review
     and terminate such order, provided that such order has been in effect for
     at least five years prior to application.

(e)  Appeal. A member, member firm, other person with trading privileges, or any
     employee of any such individual or firm, may appeal from the decision of
     the Floor Governors Committee or the Hearing Committee in accordance with
     Regulation 540.05 by filing with the Secretary of the Association within
     ten (10) business days after the decision is sent to the respondent a
     Notice of Appeal to the Appellate Committee requesting a review by the
     Appellate Committee of all or part of the decision.

(f)  Offense Against The Association.  It shall be an act detrimental to the
     interest and welfare of the Association for any member of the Association,
     member firm, other person with trading privileges,  or employee of any such
     individual or firm to fail to comply with the disciplinary action of the
     Committee after such action becomes effective.

(g)  Oath.  Every Floor Governor shall take an oath not to divulge, or allow or
     cause to be divulged, any information acquired by such member in his
     official capacity as a Floor Governor if such information is confidential,
     commercially sensitive, or non-public, except when required in connection
     with his official duties, or in connection with disciplinary proceedings or
     other formal proceedings or actions of a duly authorized committee of the
     Association or of the Board, or in response to a duly authorized subpoena,
     or in response to a request or demand by an administrative or legislative
     body of government having jurisdiction of the subject matter and authority
     to obtain the information requested, or on behalf of the Association in any
     proceeding authorized by the Board of Directors.

(h)  Hold-over Member.  Whenever the Committee members have begun to hear or
     review evidence and argument in any proceeding, and the term of one or more
     of the members expires, such member or members may continue in office until
     the proceeding has ended. A holdover member shall not participate in any
     other Committee business, nor shall his continuation in office impair the
     appointment of his successor or his successor's right to participate in all
     other Committee business.

(i)  Associate Members as Floor Governors. Associate Members of the Exchange are
     eligible for appointment to the Floor Governors Committee as full voting
     members, provided that Associate Members shall not be eligible to serve as
     Chairman of the Committee. The Committee shall at all times have at least
     two Associate Members on the Committee. (08/01/98)

543.01  Investigations - The President or the Executive Vice-President shall
        have the authority to

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                                Ch5 Proceedings
                                ---------------

order investigations into any complaints made to the Association or into any
situation no matter how brought to their attention involving possible violations
of the Rules and Regulations of the Association. 1792 (08/01/94)

544.00  Waiver of Hearing - The statement of charges may provide that if the
respondent fails, except for good cause, to request a hearing within a specified
period of time, which in no event shall be less than five business days after
the service of the charges, he shall be deemed to have accepted a penalty stated
in the charges.  (08/01/94)

545.00  Testimony And Production Of Books And Records - If a member of the
Association, member firm, or other person with trading privileges, is required
to submit his books and records, or the books and records of his firm, or
corporation, or any portion thereof, to the Board, or to any authorized Standing
or Special Committee, or to the individual responsible for the supervision of
the Office of Investigations and Audits as provided for in Regulation 170.01,
or, subject to the provisions of Rule 548.00, to furnish any information to or
to appear and testify before, or to cause any of his partners or employees to
appear and testify before such Board, or such authorized Committee, or at the
request of such individual responsible for the  supervision of the Office of
Investigations and Audits, it shall be an offense against the Association to
fail or refuse to comply with such requirements. 153  (08/01/94)

545.01  Furnishing Information - Pursuant to Rule 545.00 and Regulations
545.02 and 545.03, each clearing member shall furnish to the Board or to any
committee or department specified by the Board, such information respecting
daily trading, deliveries, exchanges of futures for cash commodities or other
activity as the Board deems necessary for compliance by the Association with the
provisions of Regulations Sections 16.00 through 16.03 under the Commodity
Exchange Act or as required to be made or maintained under the Rules and
Regulations.  Such data shall be furnished at such times and in such manner and
form as the Board or the committee or department acting for the Board may
prescribe.

The Business Conduct Committee, the Financial Compliance Committee, or the Floor
Governors Committee may, without hearing, impose minor penalties against members
or member firms for failure by such members or member firms, or for failure by
any persons for whom such members or member firms are responsible, to submit
requested routine trade documentation within the respective Committees'
jurisdiction in the manner prescribed by the Committee. Minor penalties for the
purpose of this Regulation shall be defined as fines not exceeding $1,000 for
any one offense.

If the documents requested are one year old or less, they must be produced and
submitted to the Office of Investigations and Audits within five (5) business
days.  If the documents requested are more than one year old and less than five
years old, they must be produced and submitted to the Office of Investigations
and Audits within ten (10) business days.  The Business Conduct Committee, the
Financial Compliance Committee, or the Floor Governors Committee may impose a
fine of up to $1,000 for each business day thereafter on which the member,
member firm or any person for whom such member or member firm is responsible,
has not produced and submitted the requested documents to the Office of
Investigations and Audits.

A respondent may request an appeal of a minor penalty by filing a written
request for a hearing with the Office of Investigations and Audits within ten
(10) business days after the penalty is imposed; the Business Conduct Committee,
the Financial Compliance Committee, or the Floor Governors Committee shall hear
the matter in accordance with Regulations 540.02 through 540.05. The decision of
the Business Conduct Committtee, the Financial Compliance Committee, or the
Floor Governors Committee may be appealed to the Appellate Committee as provided
in Rule 542.00(f) or 543.00(e). Failure to request a hearing shall be deemed a
consent to the fine.  Unless a hearing is requested, failure to pay a fine
within thirty (30) days after the penalty is imposed shall automatically triple
the amount of the fine.  1973  (08/01/94)

545.02  Record Keeping - Pursuant to Rule 545.00 and Regulation 545.03, each
member and member firm shall keep in an accurate and complete manner all books
and records required to be made or maintained under the Rules and Regulations.
All books and records required to be kept shall be kept for a period of five (5)
years from the date thereof and shall be readily accessible for a period of two
(2)

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years from the date thereof. All reports required to be submitted to the
Association or its delegate shall be reported accurately and completely.
(08/01/94)

545.03  Record Keeping Qualifications - Each member, member firm and other
person with membership privileges shall be required, pursuant to the rules and
regulations, to keep, maintain and furnish only those books and records that
relate directly to the trading of futures and options contracts, satisfaction
of the minimum financial requirements for futures commission merchants and
qualifications for membership. (08/01/94)

545.04  Equity Runs Transmission Requirement - Each member shall be required to
have the ability to electronically transmit the complete bookkeeping reports to
its Chicago office or to the Board of Trade Clearing Corporation by 8:00 a.m.
central time on the day following the report date. The reports must, at a
minimum, include the margin equity run, master file of customer account names
and addresses, open position listing, day trade listing, cash adjustment sheets,
margin call and debit/deficit report. (08/01/94)

545.05  Maintenance of Telephone Recordings - Members and member firms which
record conversations conducted on their Exchange Floor telephone lines shall
maintain the resultant recordings for a period of 10 business days following the
day when such recordings are made.  In addition, all  recordings of Exchange
Floor headset communications shall be maintained for a period of 10 business
days following the day when such recordings are made. (07/01/98)

546.00  Testimony Before Other Exchanges - If the Board shall deem it is to the
interest and welfare of the Association, or to the public interest, or in the
interest of just and equitable principles of trade, to facilitate the
examination by the authorities of another exchange of any transaction in which a
member of the Association has been concerned and that the testimony of such
member, his partners, or employees, or his books and papers, or the books and
papers of his firm, or corporation, or any partner therein are material to such
examination, and shall direct such member to appear and testify, or to cause any
of his partners or employees to appear and testify, or to produce such books and
papers before the authorities of said other exchange, or any committee thereof,
for the purposes of such examination, and the member of the Association shall
refuse or fail to comply with such direction, he may be adjudged guilty of an
act detrimental to the interest or welfare of the Association. 154 (08/01/94)

548.00  Incriminating Evidence - Upon any investigation or trial before the
Board, or before any committee, or before any other tribunal of the Association,
no member or agricultural regular firm shall be required to answer, or be
subject to any penalty for failing to answer any question, when such member or
agricultural regular firm shall make oath that the answer, if given, would
convict or tend to convict such member or agricultural regular firm of the
violation of any law of the United States or any state.  161  (08/01/94)

549.00  Depositions of Witnesses - Upon any investigation authorized under the
Rules and Regulations of the Association, the oral depositions of witnesses may
be taken.  The party under investigation shall be given at least five (5) days
written notice of the time of the deposition and place where the witness will be
deposed, which may be at any location within the United States.  The party under
investigation shall have the right to be present in person or by representative
at the oral deposition, with right of cross-examination.  All oral depositions
of witnesses shall be taken under oath, before an officer qualified in the place
of the deposition to administer oaths, and the complete testimony of the
witnesses shall be transcribed by such officer or by a person under his
supervision.  Oral depositions taken in accordance with this provision shall be
admissible in evidence at any hearing of the board or a Committee, reserving to
the party under investigation the right to object at the hearing to the
relevancy or materiality of the testimony contained therein.  162  (08/01/94)

550.00  Rehearing   - A suspended or expelled member or member firm, and any
member or member firm that has been fined, may petition the Appellate Committee
for a rehearing.  Upon presentation of the petition, the Appellate Committee, by
a majority vote, may order a rehearing to determine whether the disciplinary
action was the result of false testimony or was otherwise unjust or improper.

The rehearing will be conducted in accordance with Regulations 540.02 and
540.03.

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                                Ch5 Proceedings
                                ---------------

If, after a rehearing the Appellate Committee unanimously finds that such member
or member firm was mistakenly expelled, suspended, or fined, or that the penalty
imposed was excessive, the prior disciplinary action against such member or
member firm may be set aside or the penalty mitigated.  No prior disciplinary
action or penalty shall be set aside or mitigated if any member of the Appellate
Committee votes against such action.

The petition of a member or member firm who has been suspended, expelled, or
fined, for a rehearing shall be posted upon the bulletin board of the Exchange
for at least one week prior to its presentation to the Appellate Committee.

A member or member firm whose prior expulsion, suspension, and/or fine is set
aside or mitigated in accordance with this Rule shall have no claim in law or
equity against the Association or any Director, committee member, officer or
employee thereof by virtue of such prior action thus set aside or mitigated.

A rehearing is not a right.  An action of the Appellate Committee is final when
rendered as provided in Regulation 540.07, but may be reviewed by the Board
pursuant to Regulation 540.05.  Every suspension, expulsion, or fine will be
considered final until set aside or reduced under this Rule. 157  (08/01/94)

551.00 Financial Compliance Committee-

(a) Membership. The Chairman of the Board, with the approval of the Board, shall
    appoint the members of the Financial Compliance Committee. The Committee
    shall consist of five Full Members at least three of whom shall be an
    officer or partner of a member firm and who shall not be Directors or
    Officers of the Association. Initially, two members of the Committee shall
    serve for a term of two years. At the time this Rule becomes effective,
    three members shall be appointed to serve a term expiring February 1, 1992.
    Each year thereafter, beginning in 1992, the Chairman of the Board, with the
    approval of the Board, shall appoint two members of the Committee to serve a
    term of two years and one member to serve a term of one year. A vacancy in
    the Committee shall be filled for the unexpired term in the same manner as
    provided above, except that unexpired one-year terms may be left vacant at
    the discretion of the Chairman of the Board. The President and Chief
    Executive Officer of the Board of Trade Clearing Corporation shall be a non-
    voting advisor to the Committee.

(b) Chairman and Vice-Chairman of the Committee. The Chairman of the Board, with
    the approval of the Board, shall appoint a Chairman and a Vice-Chairman of
    the Committee from among the members of the Committee. The Chairman and
    Vice-Chairman shall be appointed to serve as Chairman and Vice-Chairman for
    a one-year term.

(c) Oath of Members. Every member of the Committee shall take an oath not to
    divulge, or allow or cause to be divulged, any information acquired by such
    member in his official capacity if such information is confidential,
    commercially sensitive or non-public, including any information regarding
    the market position, financial condition, or identity of any trader or firm,
    except when required in connection with his official duties, or in
    connection with disciplinary proceedings or other formal proceedings or
    actions of a duly authorized committee of the Association, or of the Board,
    or in response to a duly authorized subpoena, or in response to a request or
    demand by an administrative or legislative body of government having
    jurisdiction of the subject matter and authority to obtain the information
    requested, or on behalf of the Association in any proceeding authorized by
    the Board.

(d) Quorum. The attendance of three (3) members at a meeting shall constitute a
    quorum. The actions of a majority of the members present shall be the
    actions of the Committee.

(e) Financial Compliance Committee on Particular Matter. If the Financial
    Compliance Committee shall determine that it is improper for any or all of
    its regular members to serve during the consideration and decision of any
    particular matter, or if any or all the regular members shall be unable to
    serve during the consideration and decision of any particular matter, the
    Financial Compliance Committee may request the Chairman of the Board to
    appoint an alternate or alternates to sit throughout the investigation,
    hearing, and decision of such matter. The Chairman of the Board shall have
    the power to appoint, consistent with paragraph (a) above, any member or
    members as such alternate or alternates.

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

    When so appointed, such alternate or alternates shall, with respect to such
    particular matter, have all the powers and duties of the regular member or
    members for whom he is or they are acting, and the "Committee on Particular
    Matter," consisting of such alternate or alternates, and the remaining
    regular members of the Financial Compliance Committee, if any, shall with
    respect to such particular matter have all the duties and powers of the
    regular Financial Compliance Committee. During such period as a Committee or
    Committees on a Particular Matter or Matters are functioning, the regular
    Financial Compliance Committee and the regular members thereof shall
    continue to have all the powers and to perform all the duties concerning
    matters not under consideration by a Committee or Committees on Particular
    Matters.

(f) Duties and Authority of the Committee. The duty of the Committee is to
    monitor and ensure the capital and financial integrity of members and member
    firms. The Committee may determine, in its sole discretion, that there is
    reason to believe that the financial status of a member or member firm
    represents a condition inconsistent with sound business practices and
    financial integrity, and may exercise the following authority, without
    limitation, over the financial organization of members and member firms.

    The Committee shall determine the manner and form in which its proceedings
    shall be conducted. The Committee shall have authority, without limitation,
    over the financial organization of member firms and the financial inter-
    relationships between member firms and their wholly-owned affiliated
    entities, including parents and subsidiaries. The Committee shall also have
    the authority, without limitation, to supervise the nature of capital
    formation and the capital compliance of members, member firms, wholly-owned
    affiliates, any other persons with trading privileges, guaranteed
    introducing brokers, and any employees or associated persons of any such
    individual or firm, particularly insofar as such conduct may have an adverse
    impact on the member's, member firm's or wholly-owned affiliate's capital or
    financial stability. The Committee shall also have the authority, without
    limitation, to supervise the financial organization, nature of capital
    formation and the capital compliance of all agricultural regular firms and
    their employees, member and non-member alike.

    The Committee in performing its duties may investigate the dealings,
    transactions and financial interrelationships and condition of members,
    member firms, wholly-owned affiliates, agricultural regular firms, any other
    persons with trading privileges, guaranteed introducing brokers, and any
    employees or associated persons of any such individual or firm, may examine
    their books and papers upon request, and, with respect to member firms, may
    prescribe such capital requirements as it deems appropriate, including,
    without limitation, requiring the immediate or expeditious infusion of
    additional capital (subject to the procedures contained herein). Upon
    approval by the Chairman of the Board, the Committee may employ such
    experts, auditors, counsel and other assistants as it may deem necessary on
    a case-by-case basis, and all expenses incident thereto shall be payable
    from the funds of the Association.

    (1) Where immediate action is necessary, the Committee shall have the
        authority prior to a hearing, only upon written approval by the Chairman
        of the Board, to take summary action consistent with this rule subject
        to a subsequent hearing to be held within five (5) days from the date of
        the summary action in accordance with Regulation 540.06. This hearing,
        conducted before the Committee or Board, shall follow the requirements
        of Regulation 540.03(c)-(j).

        The member, member firm, person with trading privileges, wholly-owned
        affiliate, agricultural regular firm, guaranteed introducing broker, or
        employee or associated person of any such individual or firm will be
        immediately notified in writing of the Committee's or Board's decision,
        in the form of an order signed by the Chairman of the Committee and the
        Chairman of the Board of Directors. Upon written notification of the
        decision, the respondent may request a hearing to be held within five
        (5) days. After this hearing, the respondent may appeal the decision to
        the Board of Directors. The Board of Directors may modify the conditions
        of the original order.

        Alternatively, any such summary order may be appealed directly to the
        Board of Directors within one business day. The member, member firm,
        person with trading privileges, wholly-owned affiliate, agricultural
        regular firm, guaranteed introducing broker, or employee or associated

                                      526


                                Ch5 Proceedings
                                ---------------

        person of any such individual or firm subject to such order must give
        written notice of appeal to the Secretary immediately upon receipt of
        the Committee's order; the Board shall hear the appeal within one
        business day following receipt of said appeal notice or such later date
        as the Board may establish pursuant to the written waiver of the one
        business day hearing requirement by the member, member firm, person with
        trading privileges, wholly-owned affiliate, agricultural regular firm,
        guaranteed introducing broker, or employee or associated person of any
        such individual or firm.

    (2) The Committee shall have the authority to charge a member, member firm,
        wholly-owned affiliate, agricultural regular firm, person with trading
        privileges, guaranteed introducing broker, or any employee or associated
        person of any such individual or firm alleged to have violated any Rule
        or Regulation or written policy within its jurisdiction and may impose
        any one or more of the following preliminary penalties: a reprimand, a
        cease and desist order, a fine not to exceed $25,000 for each such
        violation, and/or restitution.  The Committee may also impose upon any
        such individual member, person with trading privileges, or employee of a
        member or member firm a preliminary denial of the privileges of the
        Floor of the Exchange or suspension from membership status for a period
        not in excess of ninety (90) business days for each such violation.
        Except in the case of specified penalties, which shall be heard by the
        Committee in accordance with Regulations 540.02 and 540.03, proceedings
        shall be conducted by the Hearing Committee in accordance with
        Regulations 540.02 and 540.03. The specified penalties which shall be
        heard by the Committee shall be defined as a reprimand, fines not
        exceeding $5,000.00 for any one violation, and a denial of the
        privileges of the Floor for a period not exceeding five (5) business
        days for any one violation.  In the event there is a finding of multiple
        violations of any Rules or Regulations it shall be within the relevant
        Committee's discretion to apply its denial or suspension powers either
        in a consecutive  or concurrent manner.

        A party under cease and desist order may apply to the Committee to
        review and terminate such order, provided that such order has been in
        effect for at least five years prior to application.

        The decision of the Financial Compliance Committee or the Hearing
        Committee may be appealed to the Appellate Committee in accordance with
        Regulation 540.05 by filing with the Secretary of the Association,
        within ten (10) business days after the decision is sent to the
        respondent, a Notice of Appeal to the Appellate Committee requesting a
        review by the Appellate Committee of all or part of the decision.

    (3) Any member, member firm, wholly-owned affiliate, agricultural regular
        firm, other person with trading privileges, guaranteed introducing
        broker, or employee or associated person of any such individual or firm
        who fails to appear before the Committee pursuant to its request, or to
        submit his or its books and records to the Committee at its request,
        shall be guilty of an offense against the Association.

        The Committee may review at any time the operations or procedures of
        members, member firms, wholly-owned affiliates, agricultural regular
        firms, any other persons with trading privileges, guaranteed introducing
        brokers, and any employees or associated persons of any such individuals
        or firms to assure compliance with the Rules and Regulations of the
        Association. Whenever such review discloses a condition or practice
        which, in the Committee's judgment, falls within the provisions of
        Regulation 270.01 or Regulation 540.06, it shall so advise the Chairman
        of the Board and recommend such action as it deems appropriate in the
        circumstances.

(g) Offense Against the Association. It shall be an act detrimental to the
    interest and welfare of the Association for any member of the Association,
    member firm, wholly-owned affiliate, agricultural regular firm, other person
    with trading privileges, guaranteed introducing broker, or employee or
    associated person of any such individual or firm to fail to comply with the
    disciplinary action of the Committee after such action becomes effective.

(h) Hold-Over Members. Whenever the Committee members have begun to hear or
    review evidence and argument in any proceeding, and the term of one or more
    of the members expires, such member or

                                      527


                                Ch5 Proceedings
                                ---------------
    members may continue in office until the proceeding has ended. A hold-over
    member shall not participate in any other Committee business, nor shall his
    continuation in office impair the appointment of his successor or his
    successor's right to participate in all other Committee business. (08/01/98)

                                      528


Ch5 Proceedings

560.00  Expulsion and Suspension from Membership - Unless otherwise
specifically provided, the penalty of suspension from membership may be
inflicted, and the period of suspension determined, by the vote of a majority of
the members of the Appellate Committee or the Board present, and the penalty of
expulsion from membership or of ineligibility of a suspended member for
reinstatement may be inflicted only by a vote of two-thirds of the members of
the Board present.

At any disciplinary hearing the Appellate Committee or the Board may impose a
fine upon any member or member firm for each Rule or Regulation violated.  By
majority vote of the Appellate Committee members or Directors present, the fine
for each Rule or Regulation violated shall not exceed $250,000. The time for
payment of any such fine shall be determined by the Appellate Committee or the
Board. Failure of any member or member firm to pay the fine during the
prescribed period shall be considered an act detrimental to the interest and
welfare of the Association.  140  (08/01/94)

560.01  Disciplinary Notice - Any member who is suspended, expelled, denied
access to the Floor of the Exchange or otherwise disciplined shall be notified
of such action in writing, with notification to the Commodity Futures Trading
Commission in a manner permitted by the Commission, within thirty (30) days.
The notification shall include the reasons for the Exchange action in the form
and manner the Commission prescribes.   1795  (01/01/00)

560.02  Association Bar - Unless otherwise specifically provided, the penalty
of a bar from association with any member or member firm may be imposed, and the
period of an association bar determined, by the vote of a majority of the
members of the Appellate Committee or the Board present. A permanent bar from
association may be imposed only by the Board by a vote of two-thirds of the
members of the Board present. For purposes of this regulation, a bar from
association with any member or member firm includes, but is not limited to, a
member's acting in the capacity of a partner, officer, director, employee and/or
agent of a member or member firm.  (08/01/94)

561.00  Suspended or Expelled Member Deprived of Privileges - When a member is
suspended by a Committee of the Association or the Board, such member shall be
deprived during the term of his suspension of all rights and privileges of
membership, but he may be proceeded against by the Board for an offense other
than that for which he was suspended.

The expulsion of a member terminates all rights and privileges arising out of
his membership, except such rights in respect to the proceeds of the transfer
thereof as he may have under the provisions of Chapter 2 hereof.  159
(08/01/94)

562.00  Discipline During Suspension - A member suspended under the provisions
of this Chapter may be proceeded against by the Board for any offense committed
by him either before or after the announcement of his suspension, in all
respects as if he were not under suspension.  (08/01/94)

563.00  Trade Checking Penalties - The Floor Conduct Committee may assess a
penalty not to exceed $1,000.00 for each day that a member or registered
eligible business organization fails to make adequate provisions for the
checking of trades that have been rejected by the Clearing House.  Such penalty
may be appealed to the Appellate Committee on the ground that it is excessive or
unreasonable, and the Appellate Committee may thereupon revoke, modify, or
impose a greater or different penalty. (04/01/98)

                                      529



====================================================================================
Chapter 6
Arbitration of Member Controversies
====================================================================================
                                                                              
          600.00    Arbitration of Member Controversies......................... 602
          600.01    Member to Member Statute of Limitations..................... 602
          601.00    Arbitration of Customers' Claims and Grievances............. 602
          601.01    Award of Actual Damages..................................... 602
          601.02    Award of Punitive or Exemplary Damages...................... 602
          602.00    Arbitration of Other Member-Nonmember Controversies......... 602

     Ch6 A. Definitions......................................................... 603
          603.00    Member Defined.............................................. 603
          603.01    Definitions................................................. 603

     Ch6 B. Organization........................................................ 604
          610.01    Arbitration Committee....................................... 604
          610.02    Administrator of Arbitration................................ 604
          610.03    Unassociated Persons........................................ 604

     Ch6 C. Jurisdiction, Submission, Selection of Arbitrators.................. 605
          620.01    Jurisdiction and Submission................................. 605
          620.02    Selection of Arbitrators and Chairman....................... 605
          620.03    Special Arbitrators......................................... 606
          620.04    Time Limit for Filing Customers' Claims and Grievances...... 606
          620.05    Time Limit for Filing Claims in Member/Agricultural Regular
                    Firm Controversies.......................................... 606

     Ch6 D. Procedure........................................................... 607
          630.01    Pleadings................................................... 607
          630.02    Third Party Actions......................................... 607
          630.03    Cross Claims................................................ 607
          630.04    Representation by Attorney.................................. 607
          630.05    Time and Place for Hearing.................................. 607
          630.06    Witnesses, Subpoenas, Depositions........................... 607
          630.07    Oath of Arbitrators......................................... 607
          630.08    Hearing Procedures.......................................... 608
          630.09    Amendments To Pleadings..................................... 608
          630.10    Adjournments................................................ 608
          630.11    Notice and Communications................................... 608
          630.12    Arbitration Procedures For Claims Under $2,500.............. 608
          630.13    Rulings and Awards.......................................... 608
          630.14    Change of Award............................................. 608

     Ch6 E. Miscellaneous Provisions............................................ 610
          640.01    Fees and Expenses........................................... 610
          640.02    Ex Parte Contacts........................................... 610
          640.03    Holdover Arbitrators........................................ 610
          640.04    Power to Decline Jurisdiction............................... 610
          640.05    Compliance With Applicable Laws............................. 610


                                      601


================================================================================
Chapter 6
Arbitration of Member Controversies
================================================================================

600.00  Arbitration of Member Controversies - Any controversy between parties
who were members at the time such controversy arose and which arises out of the
Exchange business of such parties shall, at the request of any such party, be
submitted to arbitration in accordance with regulations prescribed by the
Exchange. Every member, by becoming such, agrees to arbitrate all such disputes
with other members in accordance with this Rule and the regulations prescribed
by the Exchange pursuant to this Rule, and further agrees and obligates himself
to abide by and perform any awards made thereunder. (06/01/95)

600.01  Member to Member Statute of Limitations - A controversy shall be
submitted to arbitration within two years from the date the member knew or
should have known of the dispute. (09/01/95)

601.00  Arbitration of Customers' Claims and Grievances - The Exchange shall by
regulation establish procedures in conformity with Section 5a(11) of the
Commodity Exchange Act and Regulations thereunder for the settlement through
arbitration of customers' claims and grievances against members and their
employees. Every member, by becoming such, agrees to abide by all regulations
prescribed by the Exchange pursuant to this Rule, and further agrees to abide by
and perform any awards made thereunder. (08/01/94)

601.01  Award of Actual Damages - If an award of actual damages is made against
a floor broker in connection with the execution of a customer order, the futures
commission merchant that selected the floor broker may be required to satisfy
such award. (08/01/94)

601.02  Award of Punitive or Exemplary Damages - Punitive or exemplary damages
may be awarded to a customer in addition to losses proximately caused by a floor
broker, if the floor broker acted wilfully and intentionally in bringing about
the customer's losses. The punitive or exemplary damages may not exceed an
amount equal to two times the amount of the actual damages proximately caused by
the floor broker. In addition, the futures commission merchant that selected the
floor broker may be required to satisfy the award of punitive or exemplary
damages if the floor broker fails to do so and only if the futures commission
merchant wilfully and intentionally selected the floor broker with the intent to
assist or facilities the floor broker's violation. (08/01/94)

602.00  Arbitration of Other Member-Nonmember Controversies - - The Exchange may
by regulation establish procedures for the voluntary arbitration of
controversies between members and nonmembers arising out of Exchange business,
other than customers' claims and grievances, where neither the claim, nor any
counterclaim, is in excess of $50,000. Every member, by becoming such, agrees to
abide by all regulations which the Exchange may prescribe pursuant to this Rule,
and further agrees to abide by and perform any awards made thereunder.
(08/01/94)

                                      602


Ch6 A. Definitions

603.00  Member Defined - For purposes of this Chapter, the term "member"
includes all individual members of the Association, and all partnerships,
corporations, and cooperative associations registered with the Association
pursuant to Rule 230.00 or related regulations. (11/01/94)

603.01  Definitions -

For purposes of this Chapter:

A.  "Member" of the Association includes all individual members of the
    Association, and all partnerships, corporations, and cooperative
    associations that are registered with the Association pursuant to Rule
    230.00 or Regulation 230.17. For purposes of Rule 600.00 and Regulation
    620.01(A), "member" shall also be deemed to include the operator or manager
    of a warehouse or shipping plant that has been declared regular by the
    Exchange for the delivery of grains, soybean oil or soybean meal in Board of
    Trade contracts.

B.  "Claims or grievance" is any dispute which arises out of any transaction on
    or subject to the rules of the Exchange (including any transaction on or
    subject to the Rules of another contract market if such transaction is part
    of the same cause of action), executed by or effected through a member of
    the Association, or by or through an employee of a member of the
    Association, which dispute does not require for adjudication the presence of
    essential witnesses or third parties over whom the Association does not have
    jurisdiction and who are not otherwise available. A "claim or grievance"
    does not include disputes arising from cash market transactions which are
    not part of or directly connected with any transaction for the purchase or
    sale of any commodity for future delivery.

C.  "Customer" does not include any member of the Association.

D.  "Unassociated person" excludes all persons who are either members of or
    associated with members of the Association, who are employees of the
    Association, or who are otherwise associated with the Association. For the
    purpose of customer claims or grievances in connection with this chapter
    only, "unassociated person" excludes all persons who are members of, or
    associated with members of, or are employees of, or otherwise associated
    with, the Association or any other contract market. (08/01/94)

                                      603


Ch6 B. Organization

610.01  Arbitration Committee - The Arbitration Committee shall consist of
twenty-eight (28) individual members of the Association appointed by the
Chairman of the Board with the approval of the Board. Seven (7) shall be chosen
from each of the following four (4) categories: seven (7) shall be principally
engaged as floor traders; seven (7) shall be principally engaged as floor
brokers; seven (7) shall be affiliated with brokerage firms; and seven (7) shall
be affiliated with commercial firms. Fourteen (14) members shall be appointed
for a term to end January, 1992, and fourteen (14) members shall be appointed
for a term to end January, 1993. Beginning January, 1992, fourteen (14) members
shall be appointed each year for a term of two years. A vacancy shall be filled
for the unexpired term in the same manner as is provided above. No person shall
be a member of the Committee who, at the same time, is a member of the Board or
a member of any standing disciplinary committee. A member of the Arbitration
Committee shall not be disqualified to serve on the Committee or any panel
thereof due to a change in categories subsequent to his appointment. If the
category of a member of the Arbitration Committee should change subsequent to
his appointment, he shall be considered for all purposes to be in the category
from which he was chosen on the date of his appointment. (08/01/94)

610.02  Administrator of Arbitration - The Administrator of Arbitration
("Administrator") shall be appointed by the President to serve at his will. The
Administrator shall assist the Arbitration Committee in the performance of its
work, and perform all ministerial duties in connection therewith including the
following: he shall receive and file all submissions, pleadings and awards; he
shall select unassociated persons to serve on Mixed Panels; he shall schedule
and give notice of all hearings, keep a record of all cases, and keep such other
books, and memoranda as the Committee shall from time to time direct; he shall
receive and disburse all deposits and costs and keep careful and accurate
account thereof under the supervision of the Arbitration Committee; and he shall
perform all other duties incident to his office. (08/01/94)

610.03  Unassociated Persons - The Administrator shall maintain a list of
unassociated persons available to serve as arbitrators on Mixed Panels
constituted pursuant to Regulation 620.02 for the arbitration of customers'
claims and grievances and other member-nonmember controversies. The
Administrator shall from time to time select unassociated persons and place on
the list the names of such unassociated persons who are willing to serve as
arbitrators. (08/01/94)

                                      604


Ch6 C. Jurisdiction, Submission, Selection of Arbitrators

620.01  Jurisdiction and Submission -

A.  Member Controversies. The Arbitration Committee has jurisdiction to
    arbitrate all controversies between members arising out of Exchange
    business. A member party may compel another member party to arbitrate such
    controversies by delivering to the Administrator a Statement of Claim.

B.  *Customer's Claims and Grievances. The Arbitration Committee and Mixed
    Panels constituted pursuant to Regulation 620.02 have jurisdiction to
    arbitrate all customer's claims and grievances against any member or
    employee thereof which have arisen prior to the date the customer's claim is
    asserted. If the customer elects to initiate an arbitration proceeding of
    any customer claim or grievance, the member shall submit to arbitration in
    accordance with these Arbitration Rules and Regulations. The arbitration
    shall be initiated by delivery to the Administrator of (a) a Statement of
    Claim and a "Chicago Board of Trade Arbitration Submission Agreement for
    Customers' Claims and Grievances" signed by the customer or (b) a Statement
    of Claim and another arbitration agreement between the parties, which
    agreement conforms in all respects with any applicable requirements
    prescribed by the Commodity Futures Trading Commission. The refusal of any
    member or employee to sign the ''Chicago Board of Trade Arbitration
    Submission Agreement for Customer's Claims and Grievances" shall not deprive
    the Arbitration Committee or a mixed Panel constituted pursuant to
    Regulation 620.02 of jurisdiction to arbitrate customers' claims under these
    Arbitration Rules and Regulations. The Committee and Mixed Panels have
    jurisdiction to arbitrate a counterclaim asserted in such an arbitration,
    but only if it arises out of the transaction or occurrence that is the
    subject of the customers' claim or grievance and does not require for
    adjudication the presence of essential witnesses, parties or third persons
    over whom the Association does not have jurisdiction. Other counterclaims
    are subject to arbitration by the Committee, or a Mixed Panel, only if the
    customer agrees to the submission after the counterclaim has arisen.

C.  Other Member-Nonmember Controversies. The Arbitration Committee, and Mixed
    Panels constituted pursuant to Regulation 620.02, have jurisdiction to
    arbitrate all controversies between members and nonmembers arising out of
    Exchange business, other than customers' claims and grievances, where
    neither the claim nor the counterclaim is in excess of $50,000 and where the
    claim is filed no more than one year after the date of the transaction
    giving rise to the claim or controversy. Any party may request the
    arbitration of such controversy by delivering to the Administrator (1) a
    Statement of Claim and a ''Chicago Board of Trade Arbitration Submission
    Agreement" signed by all the parties or (2) a Statement of Claim and another
    arbitration agreement between the parties, which agreement conforms in all
    respects with any applicable requirements prescribed by the Commodity
    Futures Trading Commission.

*The following is the text of Regulation 620.01(B) as amended by CFTC Rule
7.201. The legality of Rule 7.201, and thus the obligation of Board of Trade
members to arbitrate customer's claims and grievances, has been the subject of
litigation between the Board of Trade and one of its member firms against the
CFTC since 1982. On December 30, 1986, the United States District Court for the
Northern District of Illinois declared CFTC Rule 7.201 to be invalid as an
unconstitutional denial of a member firm's Seventh Amendment right to a jury
trial. However, on December 22,1987, the Seventh Circuit Court of Appeals
overturned the District Court's decision, thereby upholding CFTC Rule 7.201. The
Board of Trade, with a member firm, filed with the United States Supreme Court a
petition to review the Seventh Circuit's decision. On October 3,1988, the
Supreme Court denied the petition. The Supreme Court's ruling, in effect,
reaffirms the Seventh Circuit's decision validating CFTC Rule 7.201 and
compelling Association members, at the option of the customer, to arbitrate
customer disputes arising out of Exchange business. (08/01/94)

620.02  Selection of Arbitrators and Chairman

A.  Customers' Claims and Grievances. Prior to the time of a customer's
    submission of a claim or grievance to the arbitration procedure established
    herein, he shall be informed that he may elect at the time of submission of
    the claim or grievance to have his dispute heard by an arbitration panel
    consisting of members selected pursuant to Subsection C of this Regulation,
    or by a Mixed

                                      605


           Ch6 C. Jurisdiction, Submission, Selection of Arbitrators
           ---------------------------------------------------------

    Panel selected pursuant to this Subsection. The customer shall be advised,
    prior to election of a Mixed Panel

    1.  that any increased expenses attendant to having such a Mixed Panel shall
        be borne by the member(s) regardless of the outcome of the arbitration
        unless the arbitrators determine that the customer acted in bad faith in
        initiating, or participating in, the arbitration proceeding.

    2.  that the Mixed Panel may have more or less knowledge in the area of
        commodities relevant to his claim that a panel composed entirely of
        members of the Arbitration Committee.

    Such Mixed Panel shall be composed of five (5) persons, three of whom shall
    be unassociated persons, and two of whom shall be members of the Arbitration
    Committee, both of whom may be from the same category. The unassociated
    persons on such Mixed Panel shall be chosen by the Administrator by lot from
    the list of available unassociated persons maintained by the Administrator.
    The members of the Arbitration Committee shall be selected in a manner to be
    established by the Committee. Each panel shall be chaired by a member of the
    Executive Subcommittee of the Arbitration Committee.

B.  Other Member-Nonmember Controversies. The provisions of Subsection A of the
    Regulation shall be applicable to the arbitration of member-nonmember
    controversies, as well as to the arbitration of customers' claims and
    grievances.

C.  Other Controversies. In the case of controversies between members, or in the
    event that a customer or nonmember party does not elect a Mixed Panel as
    outlined in Subsections A and B of this Regulation, the arbitration panel
    shall consist of five (5) Arbitrators, to be selected from the Arbitration
    Committee in a manner to be established by the Committee, with at least one
    Arbitrator to be selected from each category described in Regulation 610.01.
    Each panel shall be chaired by a member of the Executive Subcommittee of the
    Arbitration Committee.

D.  Executive Subcommittee of the Arbitration Committee. For the purpose of this
    Regulation 620.02, the Executive Subcommittee of the Arbitration Committee
    shall consist of one Chairman, one Vice Chairman and three other members,
    all of whom have been appointed by the Chairman of the Board with the
    approval of the Board of Directors. One member of the Subcommittee must be
    principally engaged as a floor trader, one member must be principally
    engaged as a floor broker, one member must be affiliated with a brokerage
    firm, and one member must be affiliated with a commercial firm. The Chairman
    of the Subcommittee may come from any of the four categories cited in the
    preceding sentence. (11/01/97)

620.03  Special Arbitrators - Where the controversy is of a highly technical
nature, if the parties desire, they may arrange between themselves for one or
more Special Arbitrators to be convened by the Administrator, in which event
such Special Arbitrator or Special Arbitrators shall proceed in accordance with
the provisions of this Chapter. (08/01/94)

620.04  Time Limit for Filing Customers' Claims and Grievances - The Arbitration
Committee and Mixed Panels constituted pursuant to Regulation 620.02 do not have
jurisdiction to arbitrate customers' claims and grievance which are filed more
than one year after the date of the transaction giving rise to the claim or
controversy. (08/01/94)

620.05  Time Limit for Filing Claims in Member/Agricultural Regular Firm
Controversies - The Arbitration Committee does not have jurisdiction to
arbitrate controversies between members and agricultural regular firms which are
filed more than one year after the date of the events giving rise to the claim
or controversy. (08/01/94)

                                      606


Ch6 D. Procedure

630.01  Pleadings

A.  Form of Pleadings. Pleadings shall be sufficient if they contain information
    which reasonably informs the other party of the nature of the claim,
    counterclaim, or defense. The amount of the claim or counterclaim shall be
    stated where possible. Provided, however, in any controversy submitted
    between non-members (parties who are neither customers nor members) and
    members or their employees, the parties shall be deemed to have agreed
    between themselves that no award upon a claim or counterclaim shall exceed
    $50,000.

B.  Notice. The Administrator shall deliver or mail copies of all pleadings to
    the parties as soon as practicable.

C.  Answer and Counterclaim. The respondent shall have ten (10) business days
    from receipt of the Statement of Claim in which to file an answer and
    counterclaim, if any, with the Administrator. If the respondent does not
    file an answer and counterclaim, if any, within the time prescribed, the
    respondent will be deemed to have denied the claim and to have waived any
    counterclaim. The Administrator, in his discretion, may extend the filing
    period upon request of the respondent.

D.  Reply. The claimant shall be given the same opportunity to reply to any
    counterclaim as was given the respondent to answer. (08/01/94)

630.02  Third Party Actions - In an arbitration between members pursuant to the
provisions of Regulation 620.01(A).

1.  A party may bring in a third party member against whom a claim is asserted
    arising out of or in connection with transactions referred to in the
    pleadings.

2.  A member may, in the discretion of the Arbitrators, intervene in a pending
    arbitration proceeding and become a party if the Arbitrators are satisfied
    that the claim which he asserts against either or both of the parties arises
    out of or in connection with the transactions referred to in the pleadings.

3.  The procedures to be followed in any third party action shall be determined
    by the Arbitrators. (08/01/94)

630.03  Cross Claims - In an arbitration between members pursuant to the
provisions of Regulation 620.01(A), parties shall have the right to assert cross
claims. (08/01/94)

630.04  Representation by Attorney - A party is not required to be represented
by an attorney; however, he has the right to be represented by an
attorney at his own expense if he so chooses. A party who is represented by an
attorney shall so notify the Administrator and shall furnish to him the
attorney's name and address. Subsequent papers in the proceeding may be
delivered or mailed to the party through his attorney. The arbitrators may award
a party all or any portion of the party's reasonable attorneys fees and expenses
incurred as a result of another party's frivolous claim or defense. The party so
awarded shall submit an affidavit, detailing his attorney fees and expenses, to
the Administrator with notice to the opposing party. (08/01/96)

630.05  Time and Place for Hearing - The Administrator shall set a date for the
hearing after all pleadings have been filed, and shall notify the parties at
least five (5) business days in advance of the time and place, with a copy of
the notification to the Arbitrators. All hearings shall be held in the City of
Chicago, State of Illinois. If it is determined by the Administrator that it is
necessary, for any reason, to postpone the time of hearing, he shall notify the
parties. When a new date for hearing is set, the parties shall be notified as
soon as practicable and no less than five (5) business days before the hearing
unless the time limit is waived. (08/01/94)

630.06  Witnesses, Subpoenas, Depositions - Arbitrators and parties shall have
such powers in regard to compelling attendance of witnesses or the production of
documents or things, or the taking of depositions, as are provided in the
Uniform Arbitration Act of Illinois. (08/01/94)

630.07  Oath of Arbitrators - All Arbitrators shall be sworn faithfully and
fairly to hear, examine, and determine all controversies and to make awards
according to the best of their understanding. Such oath may be administered by
any person authorized to administer oaths. (08/01/94)

                                      607


                               Ch6 D. Procedure
                               ----------------

630.08  Hearing Procedures

A.  The Arbitrators may allow stipulations and establish such other procedures
    as may simplify the issues and expedite the hearing. The Arbitrators may
    hear and determine the controversy upon the evidence produced,
    notwithstanding the failure of a party duly notified to appear or to present
    evidence.

B.  Each of the parties or his attorney shall be permitted to make an opening
    statement; present witnesses and evidence material to the controversy;
    cross-examine witnesses, including parties to the arbitration; and present
    closing arguments orally or in writing as may be determined at the hearing
    by the Arbitrators. The Arbitrators shall not be bound by formal rules of
    evidence. The Arbitrators shall receive and consider the evidence of
    witnesses by affidavit, but shall give it only such weight as they deem it
    entitled to after consideration of any objections made to its submission.
    All testimony shall be taken under oath or affirmation. The hearing shall be
    formally declared closed by the Arbitrators. Such hearings may, however, in
    the discretion of the Arbitrators, be reopened at any time prior to the
    making of an award.

C.  The Arbitrators may, when they deem it appropriate, record the proceedings
    in whatever manner they determine. Any party may require the proceedings to
    be transcribed if he agrees to pay the actual cost of such transcription.
    The Administrator shall make the necessary arrangements for the taking of a
    stenographic record whenever such record is requested. (08/01/94)

630.09  Amendments To Pleadings - At any time before the hearings are declared
closed, any party may move to amend his pleadings to conform to the evidence
and, if the Arbitrators shall permit the amendment, the case shall be determined
on the amended pleadings. (08/01/94)

630.10  Adjournments - The Arbitrators may adjourn the hearings from time to
time upon the application of either party for good cause or at their own
instance. (08/01/94)

630.11  Notice and Communications - Notices shall be given to the parties by the
Administrator or otherwise as the Arbitrators may direct. (08/01/94)

630.12  Arbitration Procedures For Claims Under $2,500

A.  Where claims of the parties including counterclaims, if any, are under
    $2,500 in the aggregate, the dispute shall be resolved by the Arbitrators
    solely upon the pleadings and documentary evidence filed by the parties. A
    party shall have the right to take the deposition of any other party in the
    manner and upon terms designated by the Arbitrators.

B.  Notwithstanding the provisions of this Regulation, the Arbitrators may
    request the submission of further evidence in the proceedings, and the
    Arbitrators may, by a majority vote, call and conduct a hearing if such is
    deemed to be necessary. (08/01/94)

630.13  Rulings and Awards

A.  All rulings and awards shall be by a majority vote of the Arbitrators.

B.  The award shall be in writing and signed by the Arbitrators joining in the
    award. Such award shall be promptly rendered according to the Rules and
    Regulations of the Association and the laws of the land, and the award shall
    be final. The Arbitrators shall file the award with the Administrator and
    the Administrator shall deliver or mail a copy to each party.

C.  Failure to comply with an order or award of the Arbitration Committee or to
    pay the full amount of the award to the Exchange as escrow agent within
    thirty (30) days of notice of the order or award shall be deemed to be a
    failure to perform an Exchange contract in accordance with Rule 278.00

    The amount of the award placed in escrow with the Exchange plus accrued
    interest shall be released to the prevailing party ninety-one days after
    notice of the award is issued unless a timely motion to vacate, modify or
    correct the award has been filed with a court of competent jurisdiction, in
    which case the amount shall continue to be held by the Exchange and together
    with accrued interest shall be disbursed upon the entry of and in accordance
    with a final order disposing of such motion. (08/01/94)

630.14  Change of Award - On application of a party to the Arbitrators, the
Arbitrators may modify or correct the award in accordance with the Uniform
Arbitration Act of Illinois. (08/01/94)

                                      608


Ch6 E. Miscellaneous Provisions

640.01  Fees and Expenses - A schedule of arbitration fees shall be established
from time to time by the Arbitration Committee, with the approval of the Board.
The Arbitrators, in the award, shall fix expenses and assess fees, in accordance
with the Committee's schedule, in whatever manner they deem appropriate,
provided that incremental costs associated with the selection of a Mixed Panel
by a customer shall be borne by the member regardless of the outcome of the
arbitration unless the arbitrators shall determine that the customer acted in
bad faith in initiating, or participating in, the arbitration proceeding.
Parties shall be notified prior to the submission of a claim of the nature and
amount of fees and expenses which may be assessed against the parties to the
extent that the amount of such fees and expenses may be determined prior to
submission and hearing of the claim. (08/01/94)

640.02  Ex Parte Contacts - Parties are prohibited from making ex parte contacts
with any Arbitrator hearing an arbitration between the parties. (08/01/94)

640.03  Holdover Arbitrators - Whenever the Arbitrators have begun to hear or
review evidence and argument in any arbitration proceeding, and the term of one
or more of the Arbitrators expires, such Arbitrator or Arbitrators shall
continue in office until the arbitration proceeding has ended. A holdover member
shall not participate in any other Committee business, nor shall his
continuation in office impair the appointment of his successor or his
successor's right to participate in all other Committee business. (08/01/94)

640.04  Power to Decline Jurisdiction - Arbitrators may decline jurisdiction in
any case, except as provided by law. The Arbitrators may, at any time during the
proceeding, except as provided by law, and shall, upon the joint request of the
parties, dismiss the proceeding. (08/01/94)

640.05  Compliance With Applicable Laws - The Regulations of this Chapter shall
be so construed as to comply with applicable mandatory provisions of the
Commodity Exchange Act (including Regulations thereunder) and all mandatory
provisions of the Uniform Arbitration Act of Illinois and, where in conflict
with the mandatory provisions of such Act or Acts, the Acts shall prevail.
However, these Regulations, being an integral part of all agreements for the
arbitration of disputes pursuant hereto, shall supersede all provisions of the
Acts which are waivable by agreement. (08/01/94)

                                      609




=========================================================================
Chapter 7
Clearing House, Deposits for Security
=========================================================================
                                                                   
     Ch7 Clearing House.............................................. 702
          700.00  Settlement by Clearance............................ 702
          701.00  Rights of Board.................................... 702
          702.00  Clearing House By-Laws............................. 702
          703.00  Membership in Clearing House....................... 702
          703.00A Office Location and Operation...................... 703
          703.00B Transition Period for Amended Rule 703.00.......... 703
          704.00  Substitution....................................... 703
          705.00  Offsets............................................ 704
          705.01  Reporting (Margins)................................ 704
          705.02  Reporting (Offsets)................................ 704
          706.00  Trades for Customers............................... 704

     Ch7 Deposits for Security....................................... 705
          720.00  Amount Callable.................................... 705
          721.00  Depositaries....................................... 705
          722.00  Certificates....................................... 705
          723.00  Disposition of Duplicate Certificates.............. 705
          724.00  Existing and Future Exchange Contracts............. 705
          725.00  Notice of Call..................................... 705
          726.00  Failure to Make Deposit............................ 705
          727.00  Return of Deposits................................. 705
          728.00  Release of Excessive Deposits...................... 705
          729.00  Deposits to Secure Clearing House.................. 705


                                      701


================================================================================
Chapter 7
Clearing House, Deposits for Security
================================================================================

Ch7 Clearing House

700.00    Settlement by Clearance - All contracts, including contracts made by
members upon behalf of non-members, shall be cleared through the Clearing House,
and all such contracts shall be subject to the Charter, By-Laws, and Clearing
Regulations of the Clearing House; except in security contracts unless otherwise
stipulated in the bid or offer or it is otherwise agreed by the parties to the
contract, or the Clearing House, either in the particular instance or in
pursuance of its By-Laws and Resolutions, will not act in the matter. 310
(09/01/94)

701.00    Rights of Board - During 1936 the Board, by the affirmative vote of
fourteen Directors and thereafter by the affirmative vote of twelve Directors,
may discontinue the clearance of commodities and securities contracts through
the Clearing House, and provide for such other method of clearance as may be
selected. 311 (08/01/94)

702.00    Clearing House By-Laws - The Clearing House may not change its By-
Laws without the consent of the Board. 312 (08/01/94)

703.00    Membership in Clearing House - The Clearing House may prescribe the
qualifications of its own members. However, no person, corporation, limited
liability company, partnership, or any other type of eligible business
organization (hereinafter collectively referred to as "Eligible Business
Organization") shall become a member of the Clearing House until approved by the
Membership Committee, subject to the following conditions:
(a)  No Eligible Business Organization shall become a member of the Clearing
     House for the purpose of clearing trades for others unless the chief
     executive officer of a corporation, the managing partner of a partnership,
     or the managing member of a limited liability company has registered his or
     her membership privilege for the use of the Eligible Business Organization
     pursuant to Rule 230.00 and the provisions of paragraph (d) below are met.
     For good cause shown and if approved by the Membership Committee with the
     concurrence of the Governors of the Clearing House, the Eligible Business
     Organization may designate its principal managerial employee instead of the
     individual referred to above.  For the purpose of this Rule, a principal
     managerial employee shall be the highest ranking managerial employee in the
     Eligible Business Organization whose duties pertain to the management of
     the Eligible Business Organization or any division thereof, and who is in a
     position to influence the Eligible Business Organization's operations with
     respect to commodities business.  The ability to influence the eligible
     Business Organization's operation with respect to commodities business
     includes, but is not limited to, the following:

     (1)  the ability to commit the Eligible Business Organization's capital
          whenever required by the Exchange or the Board of Trade Clearing
          Corporation.

     (2)  the ability to liquidate or otherwise adjust the Eligible Business
          Organization's commodity futures or options positions as directed by
          the Exchange; and

     (3)  the authority to appear before and respond to any committee of the
          Exchange on behalf of the Eligible Business Organization.

(b)  An individual member of the Association or a registered partnership or a
     limited liability company consisting of a husband and wife who are members,
     may be a member of the Clearing House provided that they clear trades
     exclusively for their own account.

(c)  No Eligible Business Organization may be a member of the Clearing House for
     the purpose of clearing its own trades exclusively unless one of its
     managerial employees has registered his or her membership for the use of
     the Eligible Business Organization as provided in Rule 230.00.

     The provisions of the foregoing paragraph shall apply to an Eligible
     Business Organization which is solely owned provided that the sole owner is
     a member of the Association and has registered his or her membership for
     the use of the Eligible Business Organization with the approval of the
     Membership Committee under the provisions of Rule 230.00.  In such a case,
     the Eligible Business

                                      702


                              Ch7 Clearing House
                              ------------------

     Organization may be a member of the Clearing House for the purpose of
     clearing its own trades exclusively.

(d)  An Eligible Business Organization may be a member of the Clearing House and
     clear trades for others if it conducts a substantial and continuing
     business in commodity futures contracts on the Exchange directly with the
     trading public and if two memberships for the use of the Eligible Business
     Organization are registered under the provisions of Rule 230.00.  One of
     the memberships to be registered must be that of the chief executive
     officer of a corporation, the managing partner of a partnership, or the
     managing member of a limited liability company, as applicable.  The second
     membership to be registered must be that of the second ranking managerial
     employee of the Eligible Business Organization.

     The Membership Committee, in its discretion and for good cause shown, may
     allow an Eligible Business Organization to register a membership in the
     name of a managerial employee of the Eligible Business Organization other
     than the second ranking managerial employee in order to satisfy the
     requirements of this paragraph (d) when the second ranking managerial
     employee fails to meet the qualifications of the term managerial employee
     as defined in Rule 230.00.

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

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

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

(h)  For the purpose of Rule 703.00 (c), (f) and (g), the registrant of a
     corporation shall be its chief executive officer or, for good cause shown,
     its principal managerial employee as defined in paragraph (a) above; the
     registrant of a partnership shall be its managing partner or, for good
     cause shown, its principal managerial employee as defined in paragraph (a)
     above; and the registrant of a limited liability company shall be its
     managing member or, for good cause shown, its principal managerial employee
     as defined in paragraph (a) above. (04/01/98)

703.00A   Office Location and Operation - To be eligible for clearing
privileges, an Eligible Business Organization must:

     Maintain its own separate office in Chicago, Illinois, in a location
     satisfactory to the Clearing House and under the direct supervision of the
     clearing member, if an individual, or of a member in good standing having
     full authority to transact business with the Clearing House for and on
     behalf of the clearing member, including entering into Exchange and
     members' contracts, if an Eligible Business Organization; or

     Use a facilities manager that maintains an office in Chicago, Illinois, and
     that is acceptable to the Clearing House.

Provided, however, that the Board of Governors of the Clearing House may permit
individual members, as well as partnerships and limited liability companies
composed only of members, to share office space if they clear only their
personal trades and carry no accounts for customers. 31R (04/01/98)

703.00B   Transition Period for Amended Rule 703.00 - Any eligible business
organization which is not in compliance with the terms of amended Rule 703.00 on
its effective date shall have six (6) months from that date to comply with the
terms of the Rule as amended. (04/01/98)

704.00    Substitution - Where a future delivery contract is cleared through the
Clearing House,

                                      703


                              Ch7 Clearing House
                              ------------------

the Clearing House shall be deemed substituted as seller to the buyer, and shall
also be deemed substituted as buyer to the seller, and thereupon the Clearing
House shall have all of the rights and be subject to all of the liabilities of
the original parties with respect to such contract. 314 (08/01/94)

705.00    Offsets - Where a member buys and sells the same commodity for the
same delivery, and such contracts are cleared through the Clearing House, the
purchases and sales shall be offset to the extent of their equality, and the
member shall be deemed a buyer from the Clearing House to the extent that his
purchases exceed his sales, or a seller to the Clearing House to the extent that
his sales exceed his purchases. 315 (08/01/94)

705.01    Reporting (Margins) - A bona fide hedger, in financial instruments,
may report positions on a gross basis provided appropriate margins are paid
during the delivery month, on the gross positions reported, as required by
Regulation 431.02. (18) (08/01/94)

705.02    Reporting (Offsets) - A bona fide hedger, in financial instruments,
reporting consistently on a gross basis under Regulation 705.01 shall, during a
delivery month settle gross positions only by offsetting such positions through
trades in the pit. During non-delivery months, and not later than three days
prior to the first day of the delivery month, gross positions may be offset as
provided for in the Rules of the Association. (08/01/94)

706.00    Trades for Customers* - Where a member makes a trade for future
delivery of commodities for a customer (member or non-member) and the trade is
cleared through the Clearing House, the Clearing House becomes the principal who
is liable to the customer and to whom the customer is liable, subject to the
following: (a) the trade shall remain subject to the Charter, By-Laws, and
Resolutions of the Clearing House; (b) the trade may be offset against other
trades of the clearing member as provided in Rule 705.00; (c) if the trade is
not offset and the member being a seller, tenders a delivery notice to the
Clearing House, the member to whom such delivery is assigned, under Rule
1048.00, shall thereupon be substituted as buyer in lieu of the Clearing House;
(d) if the trade is not offset, and the member, being a buyer, is assigned a
delivery under Rule 1048.00, the seller whose delivery is thus assigned shall
thereupon be substituted as seller in lieu of the Clearing House; (e) if the
trade is offset, the Clearing House shall be discharged, and the member himself
shall be substi-tuted for the Clearing House as principal. For the purpose of
this Rule, the first trades made shall be deemed the first trades offset. 316

*See also Board of Trade Clearing Corporation By-Law 515. (08/01/94)

                                      704


Ch7 Deposits for Security

720.00    Amount Callable - On future delivery contracts, buyers may require
sellers and sellers may require buyers to deposit, as security for faithful
performance, such percentage of the market price of the commodities bought or
sold as shall not be in excess of the standing margin requirements of the
Clearing House. 260 (08/01/94)

721.00    Depositaries - All such deposits shall be made with the Treasurer, or
with a bank approved by the Board. Such bank must have at least one executive
officer who is a member, and must file a bond, approved by the Board,
conditioned to dispose of such deposits according to the Rules. 261 (08/01/94)

722.00    Certificates - The depositary shall issue a certificate of deposit in
duplicate, giving the date and amount of the deposit and the name of the
depositor and the beneficiary. It shall also state that the certificate is
subject to the Rules of the Association. 262 (08/01/94)

723.00    Disposition of Duplicate Certificates - The depositor, within one hour
after the call for the deposit, must deliver the duplicate certificate of
deposit to the Clearing House or to the beneficiary. 263 (08/01/94)

724.00    Existing and Future Exchange Contracts - Unless otherwise provided all
deposits shall constitute security for the performance of all existing or
future Exchange contracts between the parties. 264 (08/01/94)

725.00    Notice of Call - Calls for deposits may be served personally upon the
party called or upon his clerk or representative on Change, or by written notice
left at his place of business. If he has no place of business and cannot be
found, the call may be made by written notice left at the Office of the
Secretary. 265 (08/01/94)

726.00    Failure to Make Deposit - Failure to make deposits for one hour after
demand shall authorize but not obligate the other party to close out the trades
for which security was demanded. If such trades are closed, the delinquent shall
be immediately notified, whereupon any loss upon such trades shall be
immediately payable through the Clearing House. 266 (08/01/94)

727.00    Return of Deposits - Upon performance or closing out of contracts
secured by deposits, or upon the assumption of such contracts by the Clearing
House, such deposits may be withdrawn upon the joint endorsement of depositor
and beneficiary. If they cannot agree as to the disposition of the deposit,
either party may apply to the Chairman of the Arbitration Committee, who shall
appoint a special committee of three arbitrators before whom the dispute shall
be arbitrated. The Committee shall report their findings to the Chairman of the
Arbitration Committee, and thereupon the Chairman of the Arbitration Committee
shall endorse the original or duplicate certificate in accordance therewith.
Such endorsement shall authorize the depositary to pay the deposit as directed.
267 (08/01/94)

728.00    Release of Excessive Deposits - If, by reason of market fluctuations,
any deposit becomes excessive, the excess shall be released, either by the joint
action of the interested parties, or by the Chairman of the Arbitration
Committee, as provided in Rule 727.00. 268 (08/01/94)

729.00    Deposits to Secure Clearing House - The foregoing provisions of this
Chapter shall not apply as between clearing members and the Clearing House.
Deposits to secure the Clearing House shall be pursuant to the By-Laws of the
Clearing House. 269 (08/01/94)

                                      705



================================================================================
Chapter 9
Definitions
================================================================================
                                                                      
     Ch9 Definitions.................................................... 903
          901.00  Authority............................................. 903
          902.00  And................................................... 903
          903.00  Association........................................... 903
          903.01  Association........................................... 903
          904.00  Board................................................. 903
          905.00  Bulletin Board........................................ 903
          906.00  Business Day.......................................... 903
          906.03  Regular Trading Hours ("RTH")......................... 903
          906.04  Trading Day........................................... 903
          906.05  Trading Session....................................... 903
          906.06  e-cbot Trading Hours.................................. 903
          907.00  Cash Grain............................................ 903
          908.00  Cash Grain Broker..................................... 903
          909.00  Chicago District...................................... 903
          910.00  Check Slips........................................... 903
          911.00  Clearing House........................................ 903
          912.00  Clearing Member....................................... 903
          913.00  Commission Merchant................................... 903
          914.00  Commodity............................................. 904
          915.01  DRT ("Disregard Tape" or "Not Held") Order............ 904
          915.02  All or None Order..................................... 903
          916.00  Exchange Contracts and Members' Contracts............. 904
          917.00  Floor Broker.......................................... 904
          918.00  Following Day, or other similar expression............ 904
          919.00  Future Delivery Contract.............................. 904
          920.00  Grain................................................. 904
          921.00  Grain to Arrive....................................... 904
          922.00  Holiday............................................... 904
          923.00  List.................................................. 904
          924.00  Member................................................ 904
          924.01  Membership on Committees.............................. 904
          925.00  Non-clearing Member................................... 905
          926.00  Non-member............................................ 905
          927.00  Notice................................................ 905
          928.00  On the Exchange, or on Change......................... 905
          929.00  Outside Points........................................ 905
          930.00  President............................................. 905
          931.00  Privilege of the Floor................................ 905
          932.00  Railroad Receipts..................................... 905
          933.00  Regulations........................................... 905
          934.00  Rules................................................. 905
          935.00  Secretary............................................. 905
          936.00  Security or Securities................................ 905
          937.00  Singular.............................................. 905
          939.00  Spot Grain............................................ 905
          940.00  Stop Order or Stop Loss Order......................... 905
          941.00  Board Order or Market If Touched Order................ 905
          942.00  Trade................................................. 905
          943.00  Transaction on Change................................. 906
          944.00  Treasurer............................................. 906
          945.00  Chairman of the Board................................. 906
          946.00  Financial Instrument Contract......................... 906


                                      901


                                  Definitions
                                  -----------

                                                                      
          948.00  Volatility Quote...................................... 906
          949.01  e-cbot................................................ 906
          949.02  e-cbot Terminal Operator.............................. 906



                                      902


================================================================================
Chapter 9
Definitions
================================================================================

Ch9 Definitions

901.00    Authority - Whenever used in these Rules and Regulations, unless the
context otherwise requires, the following words and expressions shall be defined
as follows: 1 (08/01/94)

902.00    And - May be construed as "or," and vice versa when the sense
requires. 2 (08/01/94)

903.00    Association - The Board of Trade of the City of Chicago. 3 (08/01/94)

903.01    Association - The term "Association" as defined in Rule 903.00 shall
include all wholly-owned subsidiaries of the Board of Trade of the City of
Chicago. (08/01/94)

904.00    Board - The Directors, the Chairman of the Board, the Vice Chairman of
the Board and the President. 4 (08/01/94)

905.00    Bulletin Board - The bulletin board in the Exchange Hall where notices
are customarily posted. 5 (08/01/94)

906.00    Business Day - Days when the Association is open for business. 6
(08/01/94)

906.03    Regular Trading Hours ("RTH") - Those hours designated by the Board of
Directors for trading during daytime hours by means of open outcry. (08/01/94)

906.04    Trading Day - (a) For agricultural contracts, each trading day (1)
shall consist of two trading sessions, the e-cbot trading session and the
Regular Daytime open outcry session, and (2) shall begin with the e-cbot trading
session and end with the close of Regular Daytime open outcry session. (b) For
contracts which are traded concurrently on e-cbot and by open outcry, the
trading day (1) shall consist of two trading sessions, the e-cbot trading
session and the Regular Daytime open outcry trading session, and (2) shall begin
with the e-cbot trading session and end with the later of the close of the e-
cbot trading session or the close of the Regular Daytime open outcry session.


Settlement prices will be derived from the close of the Regular Daytime open
outcry session, except in the case of contracts which are traded exclusively on
e-cbot. For contracts traded exclusively on e-cbot, settlement prices will be
derived from the close of the e-cbot trading session. (09/01/00)

906.05    Trading Session - A trading session shall mean either the hours
designated for e-cbot trading or the hours designated for regular daytime
trading. (09/01/00)

906.06    e-cbot Trading Hours - Those hours designated by the Board of
Directors for trading through the e-cbot automated order entry facility for
particular contracts. (09/01/00)

907.00    Cash Grain - Spot grain and grain to arrive. 7 (08/01/94)

908.00    Cash Grain Broker - A member who negotiates purchases or sales of cash
grain for a brokerage. 8 (08/01/94)

909.00    Chicago District - The Chicago District as now or hereafter defined in
the joint railroad tariffs of the railroads entering Chicago. 9 (08/01/94)

910.00    Check Slips - Confirmation of trades between members, as defined in
the By-Laws or Resolutions of the Clearing House. 10 (08/01/94)

911.00    Clearing House - The Board of Trade Clearing Corporation, or such
other corporation or agency as may be authorized to clear trades for members. 11
(08/01/94)

912.00    Clearing Member - A member of the Association who is also a member of
the Clearing House. 12 (08/01/94)

913.00    Commission Merchant - A member who makes a trade, either for another
member or for a non-member, but who makes the trade in his own name and becomes
liable as principal as between himself and the other party to the trade. 13
(08/01/94)

                                      903


                                  Definitions
                                  -----------

914.00    Commodity - Any commodity which may be dealt in under Rules or
Regulations of the Association. 14 (08/01/94)

915.01    DRT ("Disregard Tape" or "Not Held") Order - An order giving the floor
broker complete discretion over price and time in execution of a trade,
including discretion to execute all, some or none of the order. It is understood
the floor broker accepts such an order solely at the risk of the customer on a
"not held" basis. (02/01/95)

915.02    All-or-None Order - An order to be executed only for its entire
quantity at a single price and with a size at or above a predetermined
threshold. (07/01/00)

916.00    Exchange Contracts and Members' Contracts - All contracts of members
of the Association, or of firms or corporations registered under the Rules and
Regulations, with other members of the Association, or firms or corporations
registered under the Rules and Regulations, for the purchase or sale of
commodities, or for the purchase, sale, borrowing, loaning, or hypothecation of
securities, or for the borrowing, loaning or payment of money, whether occurring
upon the floor of the Exchange or elsewhere, are members' contracts.


Exchange Contracts shall include all Members' Contracts:

(1) Made on the Exchange;

(2) Not made on the Exchange, unless made subject to the rules of another
    Exchange, or unless the parties thereto have expressly agreed that the same
    shall not be Exchange Contracts.

The provisions of the Rules and Regulations of the Association shall be part of
the terms and conditions of all Exchange Contracts and all such contracts shall
be subject to the exercise by the Board, the Standing Committees, and  the
Clearing House of the powers in respect thereto, vested in them by the Rules and
Regulations. And all such contracts shall be subject to all Rules or Regulations
subsequently adopted, where such Rules or Regulations are expressly made
applicable to existing contracts. 16 (08/01/94)

917.00    Floor Broker - A member who makes contracts for the account of other
members. 17 (08/01/94)

918.00    Following Day, or other similar expression - The following business
day. 18 (08/01/94)

919.00    Future Delivery Contract - A contract made on Change for the purchase
or sale of any commodity for delivery in the future pursuant to the Rules and
Regulations. (08/01/94)

920.00    Grain - Wheat, corn, oats, rye, barley, flaxseed, soybeans and grain
sorghum. 20 (08/01/94)

921.00    Grain to Arrive - Grain originating at outside points for shipment to
or shipped to the Chicago District, subject to Chicago Board of Trade weights or
Chicago inspection. 21 (08/01/94)

922.00    Holiday - Any day declared to be a holiday by Regulation or Resolution
adopted by the Board of Directors of this Association. 22 (08/01/94)

923.00    List - The list of securities admitted to dealings on the Exchange. 23
(08/01/94)

924.00    Member - A member of the Association. 24 (08/01/94)

924.01    Membership on Committees - The term "member", as used throughout these
Rules and Regulations for eligibility for membership on Standing or Special
Committees, shall include only those members who hold a Full or Associate
Membership.

Delegates of Full or Associate Memberships who do not hold in their own name a
Full or Associate Membership are eligible to serve as full voting members on any
Standing or Special Committee of the Association, unless otherwise specified in
these Rules and Regulations, except for the following Committees:

Appellate; Arbitration; Business Conduct; Executive; Finance; Financial
Compliance; Floor Broker; Floor Conduct; Floor Governors; Hearing; Strategy;
Membership; Nominating; Regulatory Compliance; Audit; and Human Resources.

                                      904


                                  Definitions
                                  -----------

The Chairman of the Board, or the Board, may appoint any such delegate to a
Special or Ad Hoc Committee if that delegate has unique and valuable expertise
to offer to that Committee. However, if any such Special or Ad Hoc Committee
shall later be determined to be a Standing Committee, the eligibility of any
such delegate as a full voting member on that Committee shall be referred to the
Regulatory Compliance Committee.

None of the foregoing shall prohibit the Chairman of the Board, or the Board,
from appointing such delegates as non-voting advisors to any committee.
(02/01/99)

924.02    Status of GIMs, IDEMs and COMs - The holder of GIM, IDEM and COM
          membership Interests are, and shall be deemed to be, "members" of the
          Board of Trade of the City of Chicago, Inc. for purposes of the
          Delaware General Corporation Law, as amended from time to time.
          (04/01/01)

925.00    Non-clearing Member - A member of the Association who does not clear
trades in his own name. 25 (08/01/94)

926.00    Non-member - A non-member of the Association. 26 (08/01/94)

927.00    Notice - A notice in writing served personally upon the person to be
notified, or left at his usual place of business during business hours, or
mailed by registered mail to his residence. 27 (08/01/94)

928.00    On the Exchange, or on Change - In the Exchange Halls or through
Exchange facilities including an approved automated order entry facility during
trading hours on business days. 28 (08/01/94)

929.00    Outside Points - Points outside of the Chicago District. 29 (08/01/94)

930.00    President - The Chief Executive Officer of the Association. 30
(08/01/94)

931.00    Privilege of the Floor - The privilege of coming on the floor of the
Exchange. 31 (08/01/94)

932.00    Railroad Receipts - Bills of lading, or railroad receipts therefor, or
switching receipts. 32 (08/01/94)

933.00    Regulations - The Regulations of the Association adopted by the Board
or a Committee designated pursuant to Rule 132.00 to promulgate regulations. 33
(08/01/94)

934.00    Rules - The Rules of the Association adopted by the membership.

In all such expressions as "under the Rules," "according to the Rules:" or
"subject to the Rules," the word "Rules" shall mean the Charter, Rules, and
Regulations of the Association and all amendments thereto. 34 (08/01/94)

935.00    Secretary - The Secretary of the Association. 35 (08/01/94)

936.00    Security or Securities - Stocks, Bonds, Notes, Certificates of Deposit
or Participation, Trust Receipts, Rights, Warrants, and other similar
instruments. 36 (08/01/94)

937.00    Singular - Shall import the plural, and vice versa, when the sense
requires. 37 (08/01/94)

939.00    Spot Grain - Grain located in the Chicago District subject to sale for
immediate delivery. 39 (08/01/94)

940.00    Stop Order or Stop Loss Order - An order to buy or sell when the
market reaches a specified point. A stop order to buy becomes a market order
when the commodity or security sells (or is bid) at or above the stop price. A
stop order to sell becomes a market order when the commodity or security sells
(or is offered) at or below the stop price. 40 (08/01/94)

941.00    Board Order or Market If Touched Order - An order to buy or sell when
the market reaches a specified point. A board order, or a market if touched
order to buy becomes a market order when the commodity or security sells (or is
offered) at or below the order price. A board order or a market if touched order
to sell becomes a market order when the commodity or security sells (or is bid)
at or above the order price. 40A (08/01/94)

942.00    Trade - Transaction on change executed in the Exchange Halls or
through Exchange facilities including an approved automated order entry
facility. 41 (08/01/94)

                                      905


                                  Definitions
                                  -----------

943.00    Transaction on Change - Any purchase or sale of any commodity or
security in the Exchange Halls or through Exchange facilities including an
approved automated order entry facility system during trading hours on business
days. 42 (08/01/94)

944.00    Treasurer - The Treasurer of the Association. 43 (08/01/94)

945.00    Chairman of the Board - The presiding officer of the Board of
Directors. 29A (08/01/94)

946.00    Financial Instrument Contract - Financial Instrument Contract means
any contract in respect to Mortgage Backed Certificates Guaranteed by the
Government National Mortgage Association, obligation of the United States or
other public agencies, private commercial paper and any other instrument
evidencing or securing a contribution, loan or borrowing of funds which may be
designated as a Financial Instrument Contract by the Board of Directors.
(08/01/94)

948.00    Volatility Quote - An alternative means of quoting options, or
combinations involving options, by bidding or offering the implied volatility.
Any transactions quoted in volatility terms will be translated into price terms
for clearing purposes by means of a standard options model maintained and
disseminated by the Exchange. (08/01/94)

949.01    e-cbot - e-cbot is a screen-based electronic trading system for
trading futures and options on futures contracts and such other products as
determined by the Board pursuant to Chapter 9B. (09/01/00)

949.02    e-cbot Terminal Operator - An e-cbot terminal operator is a person who
has been identified to the Exchange by an individual member or member firm as
authorized to enter orders through e-cbot. (09/01/00)

                                      906


================================================================================
Chapter 9B
e-cbot(R)
================================================================================

Ch9B e-cbot(R).............................................................  902
     9B.01    Applicability of Rules.......................................  902
     9B.02    Hours........................................................  902
     9B.03    Products.....................................................  902
     9B.04    Access.......................................................  902
     9B.05    Trading Requirement..........................................  902
     9B.06    e-cbot Terminal Location.....................................  902
     9B.07    e-cbot Terminal Operators....................................  903
     9B.08    Clearing Member Authorization................................  903
     9B.09    e-cbot Opening...............................................  903
     9B.10    e-cbot Orders................................................  904
     9B.11    Order Entry..................................................  904
     9B.12    Spreads/Reversals/Conversion Transactions....................  905
     9B.13    Give-ups.....................................................  905
     9B.14    Bunched Orders...............................................  905
     9B.15    Misuse of e-cbot.............................................  905
     9B.16    Trading Against Customers' Orders Prohibited.................  906
     9B.16A   Trading Against Own Orders Prohibited........................  906
     9B.17    Priority of Execution........................................  906
     9B.18    Disciplinary Prodedures......................................  906
     9B.19    Termination of Access........................................  907
     9B.20    Records of Transactions Effected Through the e-cbot System...  907
     9B.21    e-cbot Limitation of Liability...............................  907
     9B.22    Volatility Quotes............................................  907
     9B.23    e-cbot Customer Information Statement........................  908
     9B.24    e-cbot Foreign Affiliates....................................  908
     9B.25    Cabinet trades...............................................  908

                                      901B


================================================================================
Chapter 9B
e-cbot(R)
================================================================================

9B.01  Applicability of Rules  - The rules and regulations contained in this
Chapter govern those Exchange contracts which are traded through the e-cbot
system. To the extent that the provisions in this Chapter conflict with rules
and regulations in other sections of this Rulebook, this Chapter supersedes such
rules and regulations and governs the manner in which contracts are traded
through the e-cbot system. Otherwise, contracts traded on the e-cbot system are
fully subject to applicable general rules and regulations of the Exchange unless
specifically and expressly excluded therefrom.  (09/01/00)

9B.02  Hours  - The Board of Directors shall expressly determine the hours
during which the e-cbot system shall operate for the trading of each contract or
product; however, any such agricultural contract or product shall be precluded
from trading through the e-cbot system during those hours which are now or in
the future designated for trading that contract or product by means of open
outcry.

On the last day of trading of an expiring future, a system notice will be sent
to all users on the e-cbot system designating the beginning of the one minute
close of the expiring future.  Trading shall be permitted thereafter for a
period not to exceed one minute.

The following additional provisions shall apply with respect to agricultural
contracts and agricultural products:

-   The Board of Directors shall determine e-cbot trading hours only if such
    hours are between 6:00 p.m. and 6:00 a.m. (Chicago time).
-   e-cbot trading hours outside of the 6:00 p.m. to 6:00 a.m. timeframe shall
    be subject to approval by membership ballot vote pursuant to Rule 109.00.
    (09/01/00)

9B.03  Products  - The Board of Directors shall determine the contracts and/or
products which shall be traded through or listed on the e-cbot system, subject
to the following restriction:

       Each existing and prospective agricultural futures and options contract
       shall be restricted from trading through or listed on the e-cbot system
       unless approved by affirmative vote of a majority of votes cast in a vote
       of the membership pursuant to Rule109.00. (09/01/00)

9B.04  Access  - Every member of the Exchange who has registered with the
Exchange, in the manner prescribed by the Exchange, is eligible to effect
transactions through the e-cbot system in such contracts which are designated
for trading by the category of his or her respective membership or membership
interest.  Solely for purposes of this Chapter, the owner or delegate of a Full
or Associate Membership shall be entitled to register under Rule 230.00 for an
eligible business organization admitted to trading at Eurex Deutschland, solely
to conduct non-clearing business on e-cbot.  (09/01/00)

9B.05  Trading Requirement  - Members and terminal operators must complete a
general proficiency course prior to obtaining access to the system.  (09/01/00)

9B.06  e-cbot Terminal Location  - The placement of terminals with access to e-
cbot shall be in accordance with these Rules, and placement of terminals with e-
cbot access in other locations shall be with the approval of the Board.

  (a)  Floor Terminals - Terminals with access to e-cbot shall be located on the
       floor of the Exchange for use by members registered with the Exchange.
       Terminals may also be placed within a member firm's floor booth space for
       use by members and non-member terminal operators who do not maintain an
       associated person registration.

  (b)  Office Terminals - Upon application to the Exchange, a terminal with
       access to e-cbot may be located within the offices of a member or member
       firm. The number of terminals located within the offices of a member
       firm, excluding individual members' terminals, accessing e-cbot at any
       one time shall not exceed the number of memberships registered with the
       Exchange on behalf of the member firm pursuant to Rule 230.00; provided
       that the foregoing limitation shall not apply to a member firm for
       terminals which are located within its offices and which: (1) are
       utilized for the entry of orders on behalf of customers of the member
       firm or (2) are utilized for the entry of orders for the member firm's
       own accounts as that term is used in Regulation 450.02. (09/01/00)

                                      902B


                                   e-cbot(R)

9B.07  e-cbot Terminal Operators  - Each e-cbot terminal operator shall be
identified to the Exchange by the individual member or member firm employing
such terminal operator, in the manner prescribed by the Exchange, and shall be
subject to the rules of the Exchange, including but not limited to the rules of
this Chapter and rules relating to order handling, trade practices and
disciplinary proceedings. It shall be the duty of the member or member firm to
supervise the e-cbot terminal operator's compliance with Exchange rules, and any
violation thereof by such terminal operator may be considered a violation by the
member or member firm. Each member or member firm employing an e-cbot terminal
operator shall notify the Exchange immediately, in the manner prescribed by the
Exchange, whenever the terminal operator's authority to act as such has been
revoked.  Each member firm employing an e-cbot terminal operator must make
appropriate provisions, consistent with the rules of the Exchange, for the entry
of any e-cbot orders in the event that its terminal operator is, or all of its
terminal operators are, unavailable to perform such function.  (09/01/00)


9B.08  Clearing Member Authorization  - Each non-clearing member who enters
transactions through the e-cbot system for contracts which are guaranteed and
cleared by the Clearing House, must obtain authorization from a single clearing
member (the "Primary Clearing Member"). The Primary Clearing Member shall
guarantee and assume financial responsibility for all such contracts traded
through e-cbot by such non-clearing member. A non-clearing member must furnish
the Exchange with written authorization from the Primary Clearing Member
permitting such non-clearing member, without qualification, to submit trades
effected through the e-cbot system through the Primary Clearing Member. The
Primary Clearing Member shall be liable upon all such trades made by the non-
clearing member and shall be a party to all disputes arising from trades between
the authorized non-clearing member and another member or member firm.

A non-clearing member may be authorized to enter transactions through the e-cbot
system by a clearing member other than the member's Primary Clearing Member
pursuant to Rule 333.00, provided written permission has been granted by the
non-clearing member's Primary Clearing Member, and provided further that the
non-clearing member is not authorized to enter transactions through the e-cbot
system by his Primary Clearing Member or any other clearing member.

A clearing member that provides e-cbot trading authorization to a non-clearing
member may, revoke such authorization and such user's access to e-cbot without
prior notice. Written notice of the revocation of clearing authorization shall
be provided to the Exchange, and shall thereby cancel all orders of the non-
clearing member in the e-cbot system. Unless otherwise specified by the non-
clearing member's Primary Clearing Member, a member whose access to e-cbot has
been revoked shall not automatically be denied access to the Floor of the
Exchange during Regular Trading Hours. A non-clearing member whose Primary
Clearing Member has revoked authorization shall be denied access to e-cbot until
another clearing member has designated itself as the non-clearing member's
Primary Clearing Member.

In the case of a member who has been provided an e-cbot authorization from a
clearing member other than his Primary Clearing Member, the Primary Clearing
Member may terminate the member's ability to place orders through the e-cbot
system by notifying the clearing member providing the authorization, who will be
responsible for ensuring that the user is not able to place orders through the
e-cbot system.  (09/01/00)


9B.09  e-cbot Opening   -

  (a)  Prior to the commencement of trading, orders and quotes may be entered
       into the e-cbot system until the time set by the Exchange.

  (b)  Trading begins with the determination of an opening price for each option
       series and each futures contract. The Opening Period consists of the Pre-
       Opening period and the netting process. For the purpose of determining a
       particular opening price, additional orders and quotes may be entered
       until a time established by the Exchange; a preliminary opening price
       will be continuously displayed during this period (the "Pre-Opening
       Period"). Quotes may be individually canceled or amended during the Pre-
       Opening Period, but all quotes for an individual product may not
       collectively be changed, canceled or withdrawn from trading during this
       period. During the subsequent netting process, the greatest possible
       number of

                                      903B


                                   e-cbot(R)

       orders and quotes contained in the system shall be matched for the
       purpose of determining a final opening price of each option series and
       futures contract. The Exchange does not guarantee the execution of any
       order or quote at such opening price.

       The Opening Period with respect to a product shall end as soon as the
       netting process has been completed for all option series and/or all
       futures contracts based on such product.

       If no market orders exist for any option series or futures contract and
       matching between limit orders or limit orders and quotes is not possible,
       the Opening Period shall end without the determination of an opening
       price.

  (c)  Options contracts will not open until the underlying futures contract has
       opened. (09/01/00)

9B.10  e-cbot Orders  -  An e-cbot order may contain one of the following
designations:

  (a)  Day Open - an order which, by its terms, will be cancelled, if not
       executed, at the conclusion of the trading day.

  (b)  Good-Till-Cancelled ("GTC") Open - an order which, by its terms, will be
       eligible for execution for the current and all subsequent e-cbot trade
       sessions until executed or cancelled.

  (c)  Stop orders to buy or sell futures contracts that specify a price and are
       designated as "stop orders" at the time of entry. If the price specified
       in a stop order (the trigger price) is reached or exceeded, the stop
       order will be converted into a market order pursuant to an automatic
       selection process in the chronological order of their entry. These orders
       will then be executed in the order of the times of their conversions to
       market orders along with any other incoming market orders, in accordance
       with the general principles for matching of market orders for futures
       contracts. Stop orders will be entered into a separate order book.

  (d)  Market orders - an order to buy or sell a stated quantity at the best
       price obtainable.

  (e)  Fill-or-kill - an order which, by its terms, is cancelled if it is not
       filled in full immediately.

  (f)  Limit order to buy or sell - an order to buy or sell a stated quantity at
       a specified price, or at a better price, if obtainable. (09/01/00)


9B.11  Order Entry  - (a) Individual members are eligible to enter into the e-
cbot system such orders as their membership category permits.

(b)  An individual member or a non-member terminal operator who is registered as
a floor broker or associated person may (1) enter orders on behalf of customers
of a clearing member or (2) supervise the entry of orders with the prior
approval of the clearing member responsible to clear such orders.

(c)  Customer orders must be (1) entered from a terminal located on the floor,
in a main office or in a branch office registered with the Exchange pursuant to
Rule 475.00, or (2) received from an automated order entry system at a server
located at a main office or branch office registered with the Exchange.

(d)  However, if an individual member does not maintain an associated person or
floor broker registration, but is employed in the office or branch office of a
member firm, the member may enter customer orders subject to the same
restrictions that apply to a non-member employee except that a member may enter
his own orders.

(e)  Member firms are eligible to enter into the e-cbot system such proprietary
and customer orders as their membership registration permits.

(f)  Non-member employees of a member firm who do not maintain an associated
person or floor broker registration with the Commodity Futures Trading
Commission or comparable registration under applicable law may:

(1)  Enter customer orders only on a non-discretionary basis;

(2)  Enter orders for the member firm's account from e-cbot terminals located on
     the trading floor only on a non-discretionary basis;

(3)  Enter orders for the proprietary account of the member firm or its wholly-
     owned affiliate from e-cbot

                                      904B


                                   e-cbot(R)

     terminals located off of the trading floor on a discretionary or non-
     discretionary basis. However, such individuals may enter proprietary orders
     on a discretionary basis only if they trade solely for such proprietary
     accounts, and do not enter or handle customer orders; and

(4)  Not be compensated on a commission or per contract basis for customer
     orders.

(g)  Non-member employees of a member firm who are registered as associated
persons or floor brokers may enter customer orders and orders for the
proprietary account of the member firm or its wholly-owned affiliate on a
discretionary or non-discretionary basis.

(h)  Non-member employees of a member or member firm shall not have any interest
whatsoever in an account which contains positions in contracts or products
traded through e-cbot.

(i)  A non-member employee of an individual member or member firm may enter
orders for customers of an individual or entity other than his/her employer
solely for purposes of disaster recovery.

(j)  A non-member terminal operator registered as an associated person or floor
broker is prohibited from entering orders into terminals located on the Floor.

(k)  It shall be the duty of each member or terminal operator entering orders
into the e-cbot System to: (1) sign onto the e-cbot System before entering
orders by inputting the e-cbot user identification and (2) input for each order,
the price, quantity, commodity, contract month, CTI code and account
designation, and, for options, the strike price, "put" or "call," expiration
month, and whether the order initiates or closes a position.

With respect to orders received by a member or terminal operator which are
capable of being immediately entered into the e-cbot system no record other than
that set forth above need be made. However, if a member or terminal operator
receives an order which cannot be immediately entered into the e-cbot system,
the member or terminal operator must prepare a written order and include the
account designation, date, time of receipt and other required information. The
order must be entered into the e-cbot system when it becomes executable.
(09/01/00)

9B.12  Spreads/Reversals/Conversion Transactions- (See 352.01) and (See 352.01A)
(09/01/00)

9B.13  Give-ups  - Give-ups shall be handled in accordance with Regulation
444.01.  (09/01/00)

9B.14  Bunched Orders  - Bunched orders for discretionary accounts may be
entered through e-cbot. Such orders may be entered by using a series designation
rather than including each of the individual account numbers on the order. The
series designation may only be used when a written, pre-determined allocation
scheme that defines the series has been provided to the futures commission
merchant accepting the order prior to the time that such order is given. If such
information has not been provided to the futures commission merchant prior to
the time of order entry, each account number must be entered into e-cbot.
Bunched orders for non-discretionary accounts may be entered through e-cbot only
in the following instances:

   A.  The orders underlying the bunched order are either stop orders or
       stop/limit orders;

   B.  Each stop order or stop/limit order underlying the bunched order must be
       reduced to writing in accordance with Regulation 465.01;

   C.  Each order underlying the bunched order must reflect the same stop price
       in instances of a stop order or the same stop price and limit price in
       instances of a stop/limit order;

   D.  Each terminal operator must provide a bunched order indicator when
       entering a bunched order; and

   E.  Allocation of the executed bunched order must be based only on time of
       receipt of the underlying orders.

The Exchange shall make available to clearing members, at regular intervals,
notifications that bunched orders have been executed through e-cbot. Each
clearing member shall be responsible for providing to the Exchange the account
allocation for bunched orders entered through its terminals and those terminals
that it guarantees for others. Each clearing member that is required to provide
account allocations to the Exchange must do so within the time limit specified
by the Exchange.  (09/01/00)

9B.15  Misuse of e-cbot  - Misuse of the e-cbot system is strictly prohibited.
It shall be deemed an act detrimental to the interest and welfare of the
Exchange either willfully or negligently to engage in

                                      905B


unauthorized access to e-cbot, to assist in any individual's obtaining
unauthorized access to an e-cbot terminal, to trade on the e-cbot system without
the authorization of a clearing member, to alter the equipment associated with
the system, to interfere with the operation of the system, to use or configure a
component of the system in a manner which does not conform to the Technical
Regulations set forth at Appendix 9B, to intercept or interfere with information
provided on or through the system, or in any way to use the system in a manner
contrary to the rules of the Exchange. (09/01/00)


9B.16  Trading Against Customers' Orders Prohibited  '- (a) During an e-cbot
trading session, a member or e-cbot terminal operator shall not knowingly cause
to be entered, or enter into a transaction in which the member or e-cbot
terminal operator (or any other person or entity with whom the member or e-cbot
terminal operator has a relationship) assumes the opposite side of any order
entered on behalf of a customer.

A limit order to buy and a limit order to sell and/or quotes relating to the
same contract, if they are immediately executable against each other, and if
they are for different account owners, may be entered consecutively by a member
or e-cbot terminal operator subject to paragraph (b) below.

(b)  Cross Trades or Trades Based on Pre-Execution Discussions:

Members or employees of member firms may communicate with potential
counterparties regarding interest in executing a particular transaction prior to
the entry of an order on the a/c/e platform pursuant to an understanding based
on pre-execution discussions (a pre-arranged trade) if:

  (1)  the elapsed time between the two entries is:

       (A)  at least 15 seconds in the case of options contracts, and
       (B)  at least 5 seconds in the case of futures contracts; and

  (2)  prior to entering the order, the member or e-cbot terminal operator
       enters a cross-request into the e-cbot system.

       If a member or e-cbot terminal operator issues a cross-request (including
       the intended quantity), orders or quotes giving rise to the cross-trade
       must be entered within the following time parameters or the cross-request
       will expire:

       -  in the case of options, no less than 15 seconds but no more than 75
          seconds after entry of the cross-request,

       -  in the case of futures contracts, no less than 5 seconds but no more
          than 35 seconds after the entry of the cross-request.

Pre-execution discussions within the same firm are prohibited.  A member or
employee of a member firm who receives an order cannot contact proprietary
traders or other customers within that firm or its affiliates to negotiate
interest in taking the other side of an order.

Violation of this provision shall constitute an act detrimental to the interest
and welfare of the Exchange. (03/01/01)

9B.16A Trading Against Own Orders Prohibited - During an e-cbot trading session,
a member shall not knowingly cause to be entered, or enter into, a transaction
in which the member assumes the opposite side of an order entered on behalf of
the member's own account. (09/01/00)

9B.17  Priority of Execution  - Orders received by a member or e-cbot terminal
operator shall be entered into the e-cbot system in the order received. Orders
that cannot be immediately entered into e-cbot must be entered when the orders
become executable in the sequence in which the orders were received.  (09/01/00)

9B.18  Disciplinary Procedures  - All suspensions, expulsions and other
restrictions imposed upon a member by the Exchange pursuant to disciplinary
procedures contained in Chapters 2 and 5 of the

                                      906B


                                   e-cbot(R)

Exchange's rules shall restrict with equal force and effect access to and use of
the e-cbot system by such member. (09/01/00)

9B.19  Termination of Access  - The Exchange shall have the right summarily to
terminate access to e-cbot in accordance with Regulation 201.02, Rule 270.00,
Regulation 270.01, Rule 278.00, Rule 521.00 and Regulation 540.06.  (09/01/00)

9B.20  Records of Transactions Effected Through the e-cbot System  - All written
orders and any other original records pertaining to transactions effected
through the e-cbot system must be retained for five years. Otherwise, the data
contained in the e-cbot system shall be deemed the original record of the
transaction. The President or his designee may require immediate proof of
compliance with this provision. Violation of this provision may constitute an
act detrimental to the interest and welfare of the Exchange.  (09/01/00)

9B.21  e-cbot Limitation of Liability  - Except in instances where there has
been a finding of willful or wanton misconduct, in which case the party found to
have engaged in such conduct cannot avail itself of the protections in this
provision, neither the Exchange (including its subsidiaries and affiliates), the
Clearing House, Ceres Trading Limited Partnership, Ceres Alliance L.L.C.,
CBOT/Eurex Alliance L.L.C., Eurex Zurich AG, Eurex Frankfurt AG, Deutsche Borse
AG, the Swiss Stock Exchange, Deutsche Borse Systems AG, members, clearing
members, or other persons acting as agents nor any of their officers, directors
or employees, shall be liable for any loss, damage or cost (including attorney's
fees and court costs), whether direct, indirect, special, incidental,
consequential, lost profits or otherwise of any kind, regardless of whether any
of them has been advised or is otherwise aware of the possibility of such
damages, arising out of the use or performance of the e-cbot system, any
component(s) thereof, or any fault, failure, malfunction or other alleged defect
in the e-cbot system, including any inability to enter or cancel orders in the
e-cbot system, or any fault in delivery, delay, omission, suspension, inaccuracy
or termination, or any other cause in connection with the furnishing,
performance, maintenance, use of or inability to use all or any part of the e-
cbot system, including but not limited to, any failure or delay in transmission
of orders or loss of orders resulting from malfunction of the e-cbot system,
disruption of common carrier lines, loss of power, acts or failures to act of
any third party, natural disasters or any and all other causes.

The foregoing shall apply regardless of whether a claim arises in contract,
tort, negligence, strict liability or otherwise.  The foregoing limitations are
cumulative and shall not limit or restrict the applicability of any other
limitation or any rule, regulation or bylaw of the Exchange or the Clearing
House.  The foregoing shall include and apply to any action or inaction of any
employee or agent of the Electronic Trading Systems Control Center.  The
foregoing shall not limit the liability of any  member, clearing member, or
other person acting as agent or any of their respective officers, directors or
employees for any act, incident, or occurrence within their control.

There are no express or implied warranties or representations provided by the
Exchange (including its subsidiaries and affiliates), the Clearing House, Ceres
Trading Limited Partnership, Ceres Alliance L.L.C., CBOT/Eurex Alliance L.L.C.,
Eurex Zurich AG, Eurex Frankfurt AG, Deutsche Borse AG, the Swiss Stock
Exchange, Deutsche Borse Systems AG, members, clearing members, or their agents,
relating to the e-cbot system or any Exchange services or facilities used to
support the e-cbot system, including, but not limited to, warranties of
merchantability and warranties of fitness for a particular purpose or use.

If any of the foregoing limits on the liability of the Exchange (including its
subsidiaries and affiliates), the Clearing House, Ceres Trading Limited
Partnership, Ceres Alliance L.L.C., CBOT/Eurex Alliance L.L.C., Eurex Zurich AG,
Eurex Frankfurt AG, Deutsche Borse AG, the Swiss Stock Exchange, Deutsche Borse
Systems AG, members, clearing members or other persons acting as agents or any
of their officers, directors or employees should be deemed to be invalid,
ineffective, or unenforceable and a third party sustains a loss, damage or cost
(including attorney's fees and court costs) resulting from use of the e-cbot
system, the entire liability of the Exchange (including its subsidiaries and
affiliates), the Clearing House, Ceres Trading Limited Partnership, Ceres
Alliance L.L.C., CBOT/Eurex Alliance L.L.C., Eurex Zurich AG, Eurex Frankfurt
AG, Deutsche Borse AG, the Swiss Stock Exchange, Deutsche Borse Systems AG,
members, clearing members and their agents or any of their officers, directors
or employees shall not exceed the brokerage commissions and any other charges
actually paid by the third party for services in connection with the e-cbot
trading system.

Notwithstanding any of the foregoing provisions, this provision shall in no way
limit the applicability of any provision of the Commodity Exchange Act, as
amended, and Regulations thereunder.  (09/01/00)

9B.22  Volatility Quotes  - Any options contract and/or combination (i.e., a
transaction including both

                                      907B


                                   e-cbot(R)

options and futures contracts), which has been approved for trading through e-
cbot in accordance with Rule 9B.03, may at the discretion of the Board of
Directors trade by means of quoting the implied volatility for the underlying
futures contract, in addition to and simultaneous with trading the actual
premium price of the option. Upon execution of a transaction in an option or
combination quoted in terms of implied volatility, the quote shall be assigned a
price in accordance with a standard option pricing model approved by the Board.

Implied volatility quotations for options and combinations, whether quoted in
terms of implied volatility or price, shall be deemed an Exchange market
quotation subject to the approval and control of the Exchange.  (09/01/00)

9B.23  e-cbot Customer Information Statement  - No member or clearing member
shall accept an order from, or on behalf of, a customer for entry into e-cbot,
unless such customer is first provided with an e-cbot Customer Information
Statement in a form approved by the Exchange.  (09/01/00)

9B.24  e-cbot Foreign Affiliates  - e-cbot access, which a member firm is
eligible to receive, may be obtained from the foreign office of a non-member
foreign affiliate for the entry of such proprietary and customer orders as the
member firm's registration permits, provided: the member firm and its non-member
foreign affiliate shall comply with all the terms and conditions set forth in
Commodity Futures Trading Commission Interpretive Letter 92-11, as modified by
Interpretive Letter 93-83 and any future modifications; that the member firm
shall supervise and be responsible for the non-member foreign affiliate and
guarantee and assume financial responsibilities for each such transaction
effected through e-cbot; and, that each Rule and Regulation of the Exchange
shall apply with equal force and effect to the foreign affiliate and those
transactions entered into e-cbot by the non-member foreign affiliate.

An e-cbot "Foreign Affiliate" shall be defined as a foreign affiliate entity of
a member firm or an entity which is controlled by a parent entity which also
controls the member firm.  (09/01/00)


9B.25  Cabinet trades  - Notwithstanding any other provision of these rules,
cabinet trades shall not be permitted in futures options contracts on e-cbot.
(09/01/00)

                                      908B


================================================================================
Chapter 10
Grains
================================================================================

    Ch10 Trading Conditions................................................ 1003
      1004.00   Unit of Trading............................................ 1003
      1005.01A  Months Traded In........................................... 1003
      1006.00   Price Basis................................................ 1003
      1006.01   Price Basis................................................ 1003
      1007.00   Hours for Trading.......................................... 1003
      1007.01   The Opening and Closing of Oats Trading.................... 1004
      1007.02   Modified Closing Call...................................... 1004
      1008.01   Trading Limits............................................. 1005
      1008.01A  Trading Limits............................................. 1007
      1008.02   Trading Limit Corrections.................................. 1007
      1009.01   Last Day of Trading of Delivery Month...................... 1007
      1009.02   Last Day of Trading of Delivery Month-Corn and Soybeans.... 1007
      1010.01   Margins on Futures......................................... 1008
      1012.01   Position Limits............................................ 1008

    Ch10 Delivery Procedures............................................... 1009
      1035.00   Scope of Chapter........................................... 1009
      1036.00   Grade Differentials........................................ 1009
      1036.00A  Test Weight Designation for Oats........................... 1010
      1036.00C  Soybean Differentials...................................... 1010
      1036.01   Location Differentials..................................... 1010
      1038.00   Grades..................................................... 1011
      1038.01   United States Origin Only.................................. 1011
      1038.02   Deoxynivalenol (Vomitoxin) Limit in Wheat.................. 1011
      1041.00   Delivery Points............................................ 1011
      1041.01   Burns Harbor, Indiana Switching District................... 1011
      1042.00   Delivery of Commodities by Warehouse Receipts.............. 1011
      1042.01   Registration of Grain Warehouse Receipts................... 1012
      1043.01   Delivery of Corn and Soybeans by Shipping Certificates..... 1012
      1043.02   Registration of Corn and Soybean Shipping Certificates..... 1012
      1044.01   Certificate Format......................................... 1013
      1045.01   Lost or Destroyed Negotiable Warehouse Receipts Shipping
                Certificate................................................ 1013
      1046.00   Date of Delivery........................................... 1014
      1046.00A  Location for Buying or Selling Delivery Instruments........ 1014
      1047.01   Delivery Notices........................................... 1014
      1048.01   Method of Delivery......................................... 1014
      1049.00   Time of Delivery, Payment, Form of Delivery Notice......... 1014
      1049.01   Time of Issuance of Delivery Notice........................ 1014
      1049.01B  Interpretation: Sellers' Obligation for Storage Charges.... 1015
      1049.02   Buyers' Report of Eligibility to Receive Delivery.......... 1015
      1049.03   Sellers' Invoices to Buyers................................ 1015
      1049.04   Transfer Obligations....................................... 1016
      1050.00   Duties of Members.......................................... 1016
      1051.01   Office Deliveries Prohibited............................... 1016
      1052.00   Delivery of Grain in Cars (Chicago only)................... 1016
      1052.00A  Track Deliveries........................................... 1017
      1052.00B  Track Deliveries........................................... 1017
      1052.00C  Track Deliveries........................................... 1017
      1054.00   Failure to Accept Delivery................................. 1017




                                      1001


      1054.00A  Failure to Accept Delivery................................. 1018
      1056.01   Storage Rates.............................................. 1018

    Ch10 Regularity of Warehouses.......................................... 1019
      1081.01   Regularity of Warehouses and Issuers of Shipping
                Certificates............................................... 1019
      1081.01A  Inspection................................................. 1031
      1081.01B  Billing When Grain is Loaded Out........................... 1031
      1081.01C  Car of Specified Capacity.................................. 1031
      1082.00   Insurance.................................................. 1031
      1082.00A  Insurance.................................................. 1031
      1083.00   Variation Allowed.......................................... 1031
      1083.01   Excess or Deficiency in Quantity........................... 1031
      1084.01   Revocation, Expiration or Withdrawal of Regularity......... 1032
      1085.01   Application for Declaration of Regularity.................. 1032
      1086.01   Federal Warehouses......................................... 1033


                                      1002


================================================================================
Chapter 10
Grains
================================================================================

Ch10 Trading Conditions

1004.00  Unit of Trading - On future delivery contracts calling for the
delivery of commodities, delivery shall be made in the following quantities or
multiples thereof:

Wheat, corn, oats and soybeans-5,000 bushels

Other commodities - Units of trading established by these Rules and Regulations

Each delivery of grain may be made up of various lots of grain of the various
authorized grades situated in or for shipment from various eligible warehouses
or shipping stations, provided that no lot delivered shall contain less than
5,000 bushels of any one grade in any one warehouse or shipping station. 290
(03/01/00)

1005.01A  Months Traded In - Trading in wheat is regularly conducted in five
different months - March, May, July, September and December but shall be
permitted in the current delivery month plus any succeeding months. The number
of months to be open at one time shall be at the discretion of the Exchange.

Trading in corn and oats is regularly conducted in seven different months-
January, March, May, July, September, November, and December but shall be
permitted in the current delivery month plus any succeeding months.  The number
of months to be open at one time shall be at the discretion of the Exchange.

Trading in soybeans is regularly conducted in seven different months - January,
March, May, July, August, September and November but shall be permitted in the
current delivery month plus any succeeding months. The number of months to be
open at one time shall be at the discretion of the Exchange.

Trading in Crude Soybean Oil and Soybean Meal is regularly conducted in eight
different months - January, March, May, July, August, September, October and
December but shall be permitted in the current delivery month plus any
succeeding months. The number of months to be open at any one time shall be at
the discretion of the Exchange. 30R  (11/01/99)

1006.00  Price Basis - Future delivery contracts on grain shall be in
multiples as set by the Board by Regulation.  (09/01/94)

1006.01  Price Basis -

A.  Soybeans. The minimum fluctuation shall be 1/4 cent, including spreads.

B.  Corn. The minimum fluctuation shall be 1/4 cent, including spreads.

C.  Wheat. The minimum fluctuation shall be 1/4 cent, including spreads.

D.  Oats. The minimum fluctuation shall be 1/4 cent, including spreads.

Settlements are to be calculated to the nearest 1/4 cent. 1972  (09/01/94)

1007.00  Hours for Trading - Hours for trading for future delivery in grains,
crude soybean oil and soybean meal shall be from 9:30 a.m. to 1:15 p.m. except
that on the last day of trading in an expiring future the hours with respect to
such futures shall be from 9:30 a.m. to 12 o'clock noon, subject to the
provisions of the next succeeding paragraph of this Rule 1007.00.

On the last day of trading in an expiring future, a bell shall be rung at 12
o'clock noon designating the beginning of the close of the expiring future.
Trading shall be permitted thereafter for a period not to exceed one minute and
quotations made during this time shall constitute the close.  The above time
constraints do not apply to options contracts which close by public call.

The hours may be shortened or the Exchange may be closed on any day or days
pursuant to



                                      1003


                            Ch10 Trading Conditions
                            -----------------------

Regulation adopted by the Board.

Hours for trading for future delivery in other commodities shall be fixed by
Regulation adopted by the Board.

No such trading shall take place except in the Exchange Hall or on Exchange
facilities including an approved automated order entry facility during such
hours as the Board shall designate. The Association shall conform to Chicago
time. 252  (04/01/97)

1007.01  The Opening and Closing of Oats Trading - Trading for future
delivery in Oats shall be opened and closed with a public call made month by
month, conducted by such persons as the Regulatory Compliance Committee shall
direct. 1975  (08/01/96)

1007.02  Modified Closing Call - Immediately following the prescribed closing
procedure for all contracts, there shall be a two (2) minute trading period (the
"modified closing call"). All trades which may occur during regularly prescribed
trading hours may occur during the call at prices within the lesser of the
actual closing range or a range of three (3) official trading increments, i.e.,
one (1) increment above and below the settlement price; at prices within the
lesser of the actual closing range or a range of five (5) official trading
increments, i.e., two (2) increments above and below the settlement price; or at
prices within the lesser of the actual closing range or a range of nine (9)
official trading increments, i.e., four (4) increments above and below the
settlement price, as the Regulatory Compliance Committee shall prescribe; (ii)
no new customer orders may be entered into the call; (iii) cancellations may be
entered into the call; (iv) stop, limit and other resting orders elected by
prices during the close may be executed during the call; (v) individual members
may trade as a principal and/or agent during the call; (vi) individual members
may enter orders for their own accounts into the call; and (vii) member firms,
and those entities which are wholly-owned by member firms or that wholly-own
member firms, trading for such firms' or entities' own proprietary accounts may
initiate trades or enter orders into the call. The proposed settlement price
shall be the midpoint of the closing range unless extenuating circumstances
exist under which the pit committee can justify setting the proposed settlement
price at a price different from the midpoint.  If the proposed settlement price
differs from the midpoint of the closing range, then the pit committees are
required to document the basis for the deviation.  Such documentation must be
signed by two members of the pit committee.

In accordance with the determination of the Regulatory Compliance Committee,
CBOT contracts shall be traded during the Modified Closing Call as follows:

--------------------------------------------------------------------------------
 Lesser of actual closing                    Lesser of actual closing
 range or three trading increments           range or nine trading increments
--------------------------------------------------------------------------------
 Kilo Gold Futures                           Corn Futures and Options
--------------------------------------------------------------------------------
 100 Ounce Gold Futures                      Wheat Futures and Options
--------------------------------------------------------------------------------
 Silver 1000 Ounce Futures and Options       Soybean Futures and Options
--------------------------------------------------------------------------------
 Silver 5000 Ounce Futures                   Soybean Oil Futures and Options
--------------------------------------------------------------------------------
 U.S. Treasury Bond Futures and Options      Soybean Meal Futures and Options
--------------------------------------------------------------------------------
 Five Year Note Futures and Options          Oat Futures and Options
--------------------------------------------------------------------------------
 Two Year Note Futures                       Rough Rice Futures and Options
--------------------------------------------------------------------------------
 Municipal Bond Index Futures and Options
--------------------------------------------------------------------------------
 Thirty Day Fed Fund Futures                 CBOT Dow Jones Industrial,
                                             Transportation, Utility and
                                             Composite Average/SM/ Index Futures
                                             and Options
--------------------------------------------------------------------------------

                                      1004


                            Ch10 Trading Conditions
                            -----------------------

--------------------------------------------------------------------------------
                                            Lesser of actual closing range or
                                            five trading increments
--------------------------------------------------------------------------------
                                            Ten Year Note Futures and Options
                                            Long Term Agency Note Futures and
                                            Options Medium Term Agency Note
                                            Futures and Options
                                            Mortgage Futures and Options
--------------------------------------------------------------------------------
                                                                      (06/01/01)

1008.01  Trading Limits                                          -
A.   Limits. Trading is prohibited during any Trading Day (as defined in
     Regulation 906.04) in futures contracts of commodities traded on this
     Exchange at a price or yield higher or lower than either:

     1.   The settlement price or yield for such commodity on the previous
          business day, or

     2.   The average of the opening range or the first trade during the first
          day of trading in a futures contract, or

     3.   The price or yield established by the Exchange in an inactive future,
          plus or minus the following sums with respect to such commodities:

--------------------------------------------------------------------------------
Corn                                        $.20 per bushel - $1,000
--------------------------------------------------------------------------------
Kilo Gold                                   $75 per unit of trading - $2,411.25
--------------------------------------------------------------------------------
100 Ounce Gold                              $75 per unit of trading - $7,500
--------------------------------------------------------------------------------
Oats                                        $.20 per bushel - $1,000
--------------------------------------------------------------------------------
Rough Rice                                  $.50 per hundredweight - $1,000
--------------------------------------------------------------------------------
1000 Ounce Silver                           $1.50 per unit of trading - $1,500
--------------------------------------------------------------------------------
5000 Ounce Silver                           $1.50 per unit of trading - $7,500
--------------------------------------------------------------------------------
Soybeans                                    $.50 per bushel - $2,500
--------------------------------------------------------------------------------
Soybean Meal                                $20 per unit of trading - $2,000
--------------------------------------------------------------------------------
Soybean Oil (Crude)                         $.02 per unit of trading - $1,200
--------------------------------------------------------------------------------
Wheat                                       $.30 per bushel - $1,500
--------------------------------------------------------------------------------


B.   Current Month Exclusions.  Limits shall not apply to trading in current
     month contracts on and after the second business day prior to the first day
     of the current month.

     Notwithstanding the foregoing, limits shall remain in effect for purposes
     of trading agricultural contracts on e-cbot.

     The provisions of Paragraph B do not apply to CBOT(R) Dow JonesSM Index
     futures, which will be governed solely by Paragraph D.



C.   Limit Bid; Limit Sellers Definitions.  The terms "close on the limit bid"
     or "close on the limit sellers" are defined as follows:

     Limit Bid. Restricted to a situation in which the market closes at an
     upward price limit on an unfilled bid. When a close is reported as a range
     of different prices, the last price quoted must be limit bid.

     Limit Sellers. Restricted to a situation in which the market closes at a
     downward price limit on an unfilled offer. When a close is reported as a
     range of different prices, the last price quoted must be a limit ask.


D.   Daily Price Limits and Trading Halts for CBOT Dow Jones Industrial,
     Transportation, Utilities and Composite AverageSM Index Futures.  Daily
     price limits and trading halts of the CBOT Dow Jones Industrial AverageSM
     Index, CBOT Dow Jones Transportation Average/SM/ Index, CBOT Dow Jones
     Utilities AverageSM Index, and CBOT Dow Jones Composite Averagesm Index
     Futures contracts shall be coordinated with trading halts of the underlying
     stocks listed for trading in the primary securities market.


                                      1005


                            Ch10 Trading Conditions
                            -----------------------

     For purposes of this regulation, the primary futures contract shall be
     defined as the futures contract trading in the lead month configuration in
     the pit, or for those contracts only listed electronically, on the
     electronic trading system (ETS), and the Executive Committee or its
     designee shall have the responsibility of determining whether the primary
     futures contract is limit bid or offered.

     For the first day of trading in a newly listed contract, there will be an
     implied previous business day's settlement price, created by the Exchange
     for the sole purpose of establishing price limits.  The implied settlement
     price will be created by extrapolating the annualized percentage carry
     between the two contract months immediately prior to the newly listed
     contract.

     Price Limits:  There shall be three successive price limits for each index,
     Level 1, Level 2, and Level 3, below the settlement price of the preceding
     regular trading session.  Levels 1, 2, and 3 shall be calculated at the
     beginning of each calendar quarter, using the average daily closing value
     of each index for the calendar month prior to the beginning of the quarter.
     Level 1 shall be 10% of such average closing value calculation; Level 2
     shall be 20% of such average closing value calculation; Level 3 shall be
     30% of such average closing value calculation.  For the Dow Jones
     Industrial Averagesm,  each Level shall be rounded to the nearest fifty
     points.  For the Dow Jones Transportation Averagesm and the Dow Jones
     Composite Averagesm, each Level shall be rounded to the nearest ten points.
     For the Dow Jones Utilities Averagesm, each Level shall be rounded to the
     nearest point.  The values of Levels 1, 2 and 3 shall remain in effect
     until the next calculation.

     Price Limits and Trading Halts When the U.S. Primary Securities Market is
     Open for Regular Trading Hours:  The following price limits and trading
     halts shall apply when the primary securities market in the United States
     underlying the DJIAsm is open for regular trading hours.

     (a)  Level 1:

     Except as provided below, the Level 1 price limit shall be in effect until
     a trading halt has been declared in the primary securities market, trading
     in the primary securities market has resumed, and fifty percent (50%) of
     the stocks underlying the DJIA/SM/ Index (selected according to
     capitalization weights) have reopened.  The Level 2 price limit shall apply
     to such reopening.

     Until 1:00 p.m. Chicago time (2:00 p.m. Eastern time), the trading halt
     shall be a one-hour trading halt.  Between 1:00 p.m. and 1:30 p.m. Chicago
     time (2:00 p.m. and 2:30 p.m. Eastern time), the trading halt shall be a
     one-half hour trading halt.

     The Level 1 price limit shall not apply after 1:30 p.m. Chicago time (2:30
     p.m. Eastern time).  If the futures contract is limit offered at the Level
     1 price limit and a trading halt has not been declared in the primary
     securities market, the Level 1 price limit shall be lifted and the Level 2
     price limit shall apply thereafter.

     (b)  Level 2:

     Except as provided below, the Level 2 price limit shall be in effect until
     a trading halt has been declared in the primary securities market, trading
     in the primary securities market has resumed, and fifty percent (50%) of
     the stocks underlying the DJIASM Index (selected according to
     capitalization weights) have reopened.  The Level 3 price limit shall apply
     to such reopening.

     Until 12:00 noon Chicago time (1:00 p.m. Eastern time), the trading halt
     shall be a two-hour trading halt.  Between 12:00 noon and 1:00 p.m. Chicago
     time (1:00 p.m. and 2:00 p.m. Eastern time), the trading halt shall be a
     one-hour trading halt.  After 1:00 p.m. Chicago time (2:00 p.m. Eastern
     time), the trading halt declared in the primary securities market will
     remain in place for the rest of the primary securities market trading day.

     (c)  Level 3:

     The Level 3 price limit shall be in effect during the entire regular
     daytime trading session.

     Trading Halts:  If the primary futures contract for the DJIA/sm/ is limit
     offered at either the Level 1 or Level 2 price limit as described above and
     there is a trading halt declared in the primary securities market, trading
     shall be halted for all Dow Jones/sm/ Index futures contracts that have
     reached their respective price limits.  In the event that trading in the
     primary securities market resumes after a trading halt, trading in each of
     the Dow Jones/SM/ Index futures contracts (that have halted) shall resume
     only after fifty percent (50%) of the stocks underlying the DJIA/SM/ Index
     (selected according to capitalization weights) have reopened.  The next
     applicable price limit enumerated


                                      1006


                            Ch10 Trading Conditions
                            -----------------------

     above shall apply to the reopening indexes and to those indexes that had
     not reached their previous respective price limits during the period of the
     halt.


     If after 1:00 p.m. Chicago time (2:00 p.m. Eastern time), the primary
     futures contract for the DJIAsm is limit offered at the Level 2 price
     limit, or if the primary futures contract for the DJIAsm is limit offered
     at the Level 3 price limit at any time during the trading day, and the
     primary securities market declares a trading halt for the rest of its
     trading day, the Exchange will also declare a trading halt for the rest of
     its trading day for all Dow Jonessm Index futures contracts that have
     reached their respective price limits.

     If the primary futures contract for the DJIAsm trades at the Level 1, 2, or
     3 price limits described above during that portion of the e-cbot trading
     session when the primary securities market is open for regular trading
     hours, trading will be halted for all Dow Jonessm futures contracts that
     have reached their respective price limits.  In the event that e-cbot
     trades occur through the price limits described above, any such trades may
     be busted with the approval of the Exchange.

     Price Limits When the U.S. Primary Securities Market is Not Open for
     Regular Trading Hours:  When the primary securities market is not open for
     regular trading hours, there shall be a price limit of 10% of the average
     daily closing value of each index for the calendar month prior to the
     beginning of the quarter.  The value of this limit shall remain in effect
     until the next calculation.  This price limit shall apply above or below
     the previous trading day's settlement price.  (07/01/01)

1008.01A  Trading Limits - The Crude Soybean Oil and Soybean Meal Committee
has been asked to interpret the following sentence:

"These provisions (trading limits) shall not apply to trading in the current
month on or after the first notice day thereof."

The question that arises is whether this means the first business day of the
delivery month or the first notice day of the contract which would be the last
business day of the previous month.

The Committee is of the opinion that it is the intention of the Regulations that
the meaning of the sentence includes the first notice day which is the last
business day of the month preceding the delivery month. 36R  (09/01/94)

1008.02  Trading Limit Corrections - Daily trading limits determined pursuant
to Regulation 1008.01A (1) may be corrected as specified in this regulation only
in cases where the applicable settlement price is related to an erroneous
closing price quotation.

Such a correction may be made:

-  only to the level which would have been specified had the error not occurred;
   and

-  only if the error is identified prior to the next day's opening of trading.

Such a correction may be adopted by approvals of the relevant Pit Committee
Chairman, or the Pit Committee Vice Chairman in the absence of the Pit Committee
Chairman, and the Chairman or Vice Chairman of the Regulatory Compliance
Committee within 15 minutes after the closing of the applicable futures contract
or within 30 minutes after the closing of the applicable futures option
contract. Thereafter, such a correction may be adopted by approval of the
Regulatory Compliance Committee.

No such correction may be made after the next day's opening of trading.
(09/01/94)

1009.01  Last Day of Trading of Delivery Month  -  Wheat and Oats - No trades
in wheat or oat futures deliverable in the current month shall be made after the
business day preceding the 15th calendar day of that month.  Any contracts
remaining open after the last day of trading must be either:

(a)      Settled by delivery no later than the seventh business day following
         the last trading day.

(b)      Liquidated by means for a bona fide exchange of futures for the actual
         cash commodity, no later than the sixth business day following the last
         trading day. (03/01/00)

1009.02  Last Day of Trading of Delivery Month-Corn and Soybeans   - No trades
in corn and



                                      1007


                            Ch10 Trading Conditions
                            -----------------------

soybean futures deliverable in the current month shall be made after the
business day preceding the 15th calendar day of that month. Any contracts
remaining open after the last day of trading must be either:

(a)      Settled by delivery no later than the second business day following the
         last trading day (tender on business day prior to delivery).

(b)      Liquidated by means of a bona fide exchange of futures for the actual
         cash commodity, no later than the business day following the last
         trading day. 1832a (03/01/00)

1010.01  Margins on Futures - (See 431.03)  (09/01/94)

1012.01  Position Limits - (See 425.01)  (09/01/94)






                                      1008


Ch10 Delivery Procedures

1035.00  Scope of Chapter - Commodities bought or sold for future delivery under
Exchange contracts shall be delivered and accepted in accordance with the
provisions of this Chapter. Any Regulation or Ruling which is inconsistent with
the requirements or procedures set forth in this Chapter 10 is hereby superseded
by the Chapter to the extent of such inconsistency. 280 (09/01/94)

1036.00  Grade Differentials - Unless otherwise specified, contracts for the
sale of wheat, corn, soybeans and oats shall be deemed to call for "contract"
wheat, corn, soybeans and oats respectively. Upon such contracts, sellers, at
their option, may deliver all or part of the following grades at the following
price differentials, provided that lots of grain of any one grade must conform
to the minimum lot requirements of Rule 1004.00:

                           WHEAT GRADE DIFFERENTIALS
--------------------------------------------------------------------------------
     At 3c Premium                             At Contract Price
--------------------------------------------------------------------------------
 No. 1 Soft Red Winter                     No. 2 Soft Red Winter
--------------------------------------------------------------------------------
 No. 1 Hard Red Winter                     No. 2 Hard Red Winter
--------------------------------------------------------------------------------
 No. 1 Dark Northern Spring                No. 2 Dark Northern Spring
--------------------------------------------------------------------------------
 No. 1 Northern Spring                     No. 2 Northern Spring
--------------------------------------------------------------------------------

Wheat which contains moisture in excess of 13.5% is not deliverable.


                              CORN DIFFERENTIALS
--------------------------------------------------------------------------------
No. 1 Yellow Corn (maximum 15% moisture)          at 1 1/2 cents per bushel over
                                                  contract price.
--------------------------------------------------------------------------------
No. 2 Yellow Corn (maximum 15% moisture)          at contract price.
--------------------------------------------------------------------------------
No. 3 Yellow Corn (maximum 15% moisture)          at 1 1/2 cents per bushel
                                                  under contract price.
--------------------------------------------------------------------------------



                          SOYBEAN GRADE DIFFERENTIALS
--------------------------------------------------------------------------------
U.S. No. 1 Yellow Soybeans (maximum 13% moisture)     at 6 cents per bushel over
                                                      contract price.
--------------------------------------------------------------------------------
U.S. No. 2 Yellow Soybeans (maximum 14% moisture)     at contract price.
--------------------------------------------------------------------------------
*U.S. No. 3 Yellow Soybeans (maximum 14% moisture)    at 6 cents per bushel
                                                      under contract price.
--------------------------------------------------------------------------------

*   All factors equal to U.S. No. 2 grade or better (including test weight;
    splits; heat damage; brown, black and/or bicolored soybeans in yellow
    soybeans) except foreign material (maximum 3%).


                           OATS GRADE DIFFERENTIALS
--------------------------------------------------------------------------------
 No. 1 Extra Heavy Oats                     At 7 cents per bushel over contract
                                            price.
--------------------------------------------------------------------------------
 No. 2 Extra Heavy Oats                     At 4 cents per bushel over contract
                                            price.
--------------------------------------------------------------------------------
 No. 1 Heavy Oats                           At 3 cents per bushel over contract
                                            price.
--------------------------------------------------------------------------------
 No. 2 Heavy Oats                           At contract price.
--------------------------------------------------------------------------------
 No. 1 Oats                                 At contract price.
--------------------------------------------------------------------------------





                                      1009


                           Ch10 Delivery Procedures
                           ------------------------

--------------------------------------------------------------------------------
 No. 2 Oats (36 Ib. minimum test weight)        At 3 cents per bushel under
                                                contract price.
--------------------------------------------------------------------------------
 No. 2 Oats (34 Ib. minimum test weight)        At 6 cents per bushel under
                                                contract price.
--------------------------------------------------------------------------------


Bright Oats shall carry no additional premium or discount.  Oats with more than
14% moisture are not deliverable.  (03/01/00)

1036.00A  Test Weight Designation for Oats - The Rules Committee has
determined that, in the future, warehouse receipts of No. 2 Oats should carry
the test weight designation on the face of the receipt. In connection with
warehouse receipts currently outstanding which do not contain any such
designation, it was determined that unless the designation "36 Ib. minimum test
weight" appears on the face of the receipt, that the grade is considered to be
34 Ib. minimum test weight (6 cents per bushel under contract price). In
consideration of any holder of outstanding Oat receipts that for some reason are
"36 Ib. minimum test weight" and the receipt fails to reflect such, the holder
can contact the Registrar's Office for updating the receipt.  (09/01/94)

1036.00C  Soybean Differentials - The Board has determined that in accordance
with Rule 1036.00, No. 1 Yellow Soybeans which contain moisture in excess of 13%
but not more than 14% are deliverable at par.  (09/01/94)

1036.01   Location Differentials - Unless otherwise specified, contracts for
the sale of wheat, corn, soybeans and oats shall be deemed to call for
"contract" wheat, corn, soybeans and oats respectively.  Upon such contracts,
sellers, at their option, may deliver all or part at the following locations at
the following price differentials, subject to the differentials for grade
outlined in Rule 1036.00, provided that lots of grain of any one grade must
conform to the minimum lot requirements of Rule 1004.00:

                         WHEAT LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00C, wheat in regular warehouses
located within the Chicago Switching District, the Burns Harbor, Indiana
Switching District or the Toledo, Ohio Switching District may be delivered in
satisfaction of Wheat futures contracts at contract price, subject to the
differentials for class and grade outlined above. Only No. 1 Soft Red Winter and
No. 2 Soft Red Winter Wheat in regular warehouses located within the St. Louis-
East St. Louis and Alton Switching districts may be delivered in satisfaction of
Wheat futures contracts at a premium of 10 cents per bushel over contract price,
subject to the differentials for class and grade outlined above.

                          CORN LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00A, corn for shipment from
regular warehouses located within the Chicago Switching District or the Burns
Harbor, Indiana Switching District may be delivered in satisfaction of Corn
futures contracts at contract price, subject to the differentials for class and
grade outlined above.  Corn in regular warehouses located within the Toledo,
Ohio Switching District may be delivered in satisfaction of Corn futures
contracts at a discount of 3c per bushel under contract price, subject to the
differentials for class and grade outlined above.  Corn in regular warehouses
located within the St. Louis-East St. Louis and Alton switching districts may be
delivered in satisfaction of Corn futures contracts at a premium of 7 cents per
bushel over contract price, subject to the differentials for class and grade
outlined above.

See Regulation 10C36.01-Location Differentials for March 2000 and subsequent
Corn futures contracts.

                         SOYBEAN LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00D, soybeans for shipment from
regular warehouses located within the Chicago Switching District or the Burns
Harbor, Indiana Switching District may be delivered in satisfaction of Soybean
futures contracts at contract price, subject to the differentials for class and
grade outlined above.  Soybeans in regular warehouses located within the Toledo,
Ohio Switching District may be delivered in satisfaction of Soybean futures
contracts at a discount of 8c per bushel under contract price, subject to the
differentials for class and grade outlined above.  Soybeans in regular
warehouses located within the St. Louis-East St. Louis and Alton switching
districts may be delivered in satisfaction of Soybean futures contracts at a
premium of 8 cents per bushel over contract price, subject to the differentials
for class and grade outlined above.

                                     1010


                           Ch10 Delivery Procedures
                           ------------------------

See Regulation 10S36.01-Location Differentials for January 2000 and subsequent
Soybean futures contracts.

                          OATS LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00B, oats in regular warehouses
located within the Chicago Switching District, [or] the Burns Harbor, Indiana
Switching District, [may be delivered in satisfaction of Oats futures contracts
at contract price, subject to the differentials for grade outlined above.  Oats
in regular warehouses located within] the Minneapolis, Minnesota Switching
District, or the St. Paul, Minnesota Switching District[s] may be delivered in
satisfaction of Oats futures contracts at [a discount of 7 1/2c per bushel
under] contract price, subject to the differentials for class and grade outlined
above.

Additions underlined, deletions bracketed for July 2000 and subsequent Oat
months.  (03/01/00)

1038.00  Grades - A contract for the sale of commodities for future delivery
shall be performed on the basis of the grades officially promulgated by the
Secretary of Agriculture as conforming to United States Standards at the time of
making the contract. If no such United States grades shall have been officially
promulgated, then such contract shall be performed on the basis of the grades
established by the Department of Agriculture of the State of Illinois, or the
standards established by the Rules and Regulations of the Association in force
at the time of making the contract. 293  (09/01/94)

1038.01  United States Origin Only   - Effective September 1, 1992, a futures
contract for the sale of corn, soybeans or wheat shall be performed on the basis
of United States origin only upon written request by a taker of delivery at the
time loading orders are submitted.  (09/01/94)

1038.02  Deoxynivalenol (Vomitoxin) Limit in Wheat - Effective September 1,
1999, a taker of delivery of wheat shall have the option to request in writing
load-out of wheat which contains no more than 5 (five) parts per million of
deoxynivalenol (vomitoxin).  At the taker's expense, a determination of the
level of vomitoxin shall be made at the point of load-out by the Federal Grain
Inspection Service or by a third party inspection service which is mutually
agreeable to the maker and taker of delivery.  (12/01/98)

1041.00  Delivery Points -

A.   Corn. Corn in regular warehouses located with the Chicago Switching
     District, the Burns Harbor, Indiana Switching District, the Toledo, Ohio
     Switching District or the St. Louis-East St. Louis and Alton Switching
     Districts may be delivered in satisfaction of corn futures contracts.

     See Rule 10C41.00-Delivery Points for March 2000 and subsequent Corn
     futures contracts.

B.   Oats. Oats in regular warehouses located within the Chicago Switching
     District, the Burns Harbor, Indiana Switching District or the Minneapolis,
     Minnesota or St. Paul, Minnesota Switching Districts may be delivered in
     satisfaction of oats futures contracts.

C.   Wheat. Wheat in regular warehouses located within the Chicago Switching
     District, the Burns Harbor, Indiana Switching District or the Toledo, Ohio
     Switching District may be delivered in satisfaction of wheat futures
     contracts. Only No. 1 Soft Red Winter and No. 2 Soft Red Winter Wheat in
     regular warehouses located within the St. Louis-East St. Louis and Alton
     Switching Districts may be delivered in satisfaction of Wheat futures.

D.   Soybeans. Soybeans in regular warehouses located within the Chicago
     Switching District, the Burns Harbor, Indiana Switching District, the
     Toledo, Ohio Switching District or the St. Louis-East St. Louis Alton
     Switching Districts may be delivered in satisfaction of soybean futures
     contracts.

     See Rule 10S41.00-Delivery Points for January 2000 and subsequent Soybean
     futures contracts.  (03/01/00)

1041.01  Burns Harbor, Indiana Switching District - When used in these Rules
and Regulations, the Burns Harbor, Indiana Switching District will be that area
geographically defined by the boundaries of Burns Waterway Harbor at Burns
Harbor, Indiana which is owned and operated by the Indiana Port Commission.
(09/01/94)

1042.00  Delivery of Commodities by Warehouse Receipts - Except as otherwise
provided,



                                     1011


                           Ch10 Delivery Procedures
                           ------------------------

delivery of commodities shall be made by the delivery of registered warehouse
receipts issued by warehousemen against stocks in warehouses which have been
declared regular by the Regulatory Compliance Committee. The Regulatory
Compliance Committee by Regulation may prescribe the conditions upon which
warehouses and warehousemen may become regular except that in the case of
federally licensed warehouses and warehousemen, the Regulatory Compliance
Committee may impose only such reasonable requirements as to location,
accessibility and suitability as may be imposed on other regular warehouses and
warehousemen.

The Regulatory Compliance Committee by Regulation may prescribe conditions not
inconsistent with the provisions of this Chapter upon which warehouse receipts
issued by regular warehouses shall be deliverable. 281  (02/01/99)

1042.01  Registration of Grain Warehouse Receipts - In order to be valid for
delivery against futures contracts, grain warehouse receipts must be registered
with the official Registrar appointed by the Board and in accordance with the
requirements issued by the Registrar.  Except in the case of delivery on the
last delivery day of a delivery month, in which case the warehouse receipt must
be registered before 1:00 p.m. on the last delivery day of the delivery month,
the grain warehouse receipt must be registered before 4:00 p.m. on notice day,
the business day prior to the day of delivery. If notice day is the last
business day of a week, grain warehouse receipts must be registered before 3:00
p.m. on that day.  (03/01/00)


1043.01  Delivery of Corn and Soybeans by Shipping Certificates - Deliveries
of Corn and Soybeans shall be made by delivery of Shipping Certificates issued
by Shippers designated by the Exchange as regular to issue Shipping Certificates
for Corn and Soybeans using the electronic fields which the Board of Trade
Clearing Corporation requires to be completed. In order to effect a valid
delivery each Shipping certificate must be endorsed by the holder making the
delivery, and transfer as specified above constitutes endorsement. Such
endorsement shall constitute a warranty of the genuineness of the Certificate
and of good title thereto, but shall not constitute a guaranty, by an endorser,
of performance by the issuer of the Certificate. Such endorsement shall also
constitute a representation that all premium charges have been paid on the
commodity covered by the certificate, in accordance with Regulation C1056.01 or
Regulation S1056.10, as applicable. (05/01/01)

1043.02  Registration of Corn and Soybean Shipping Certificates - Corn and
Soybean Shipping Certificates in order to be eligible for delivery must be
registered with the Official Registrar and in accordance with the requirements
issued by the Registrar. Registration of Corn and Soybean Shipping Certificates
shall also be subject to the following requirements:

(a)  Shippers who are regular for delivery may register certificates at any
     time.  The holder of a registered certificate may cancel its registration
     at any time.  A certificate which has been canceled may not be registered
     again.

(b)  No notice of intention to deliver a certificate shall be tendered to the
     Clearing House unless said certificate is registered and in possession of
     the Clearing House member tendering the notice or unless a shipping
     certificate is registered and outstanding.

(c)  When a notice of intention to deliver a certificate has been tendered to
     the Clearing House, said certificate shall be considered to be
     "outstanding" until its registration is canceled.  The member issuing such
     notice shall transmit to the Registrar, at the same time the notice is
     tendered to the Clearing House, the certificate number and the name of the
     registered shipper.  Said certificate shall remain outstanding until either
     its registration is canceled or the issuing shipper declares the
     certificate is not outstanding. From this information and his own records
     of registration and of cancellations of outstanding certificates, the
     Registrar shall maintain a current record of the number of certificates
     that are outstanding and shall be responsible for posting this record on
     the Exchange Floor.

(d)  When a registered shipper regains control of an outstanding certificate
     calling for shipment from one of his shipping stations, which in any manner
     relieves him of the obligation to ship corn or soybeans upon demand of a
     party other than himself, the shipper shall by noon of the next business
     day either cancel the registration of said certificate or declare that said
     certificate is not outstanding but is to remain registered by transmitting
     to the Registrar the certificate number and the name and location of the
     shipping plant, except in the case where a notice of intention to redeliver
     said certificate for the shipper has been tendered to the Clearing House by
     4:00 p.m. of the day that the shipper regained control of said certificate.

(e)  The Registrar shall not divulge any information concerning the
     registration, delivery or cancellation of certificates other than the
     record posted on the Exchange Floor, except that he shall issue a



                                     1012


                           Ch10 Delivery Procedures
                           ------------------------

     weekly report showing the total number of certificates outstanding as of
     4:00 P.M. on the last trading day of each week. In addition to the
     information posted on the Exchange Floor, this weekly report will show the
     names of shippers whose certificates are outstanding and the location of
     the shipping stations involved. (06/01/01)

1044.01  Certificate Format - The electronic fields which the Board of Trade
Clearing corporation requires to be completed shall indicate the registration
number and date, shipping station, commodity, quantity, grade and class, and
premium charge.

The electronic shipping certificate obligates the shipper, for value received
and receipt of the certificate properly endorsed, and subject to a lien for
payment of premium charges, to deliver the specified quantity of the relevant
commodity conforming to the standards of the Exchange, and to ship the commodity
in accordance with orders of the lawful owner of the certificate and in
accordance with the Rules and Regulations of the Exchange. Delivery shall be by
water or rail conveyance according to the Registered loading capability of the
shipper.

Delivery of the electronic shipping certificate to the issuer by the owner of
the certificate, for the purpose of shipment of the commodity, is conditioned
upon loading of the commodity in accordance with the Rules and Regulations of
the Exchange, and a lien is claimed until all loadings are complete and proper
shipping documents presented accompanying demand draft for freight and premium
charges due which the owner of the certificate agrees to honor upon
presentation. (05/01/01)

1045.01  Lost or Destroyed Negotiable Warehouse Receipts Shipping Certificate

(a)  Unless a federal or state law prescribes different procedures to be
     followed in the case of lost or destroyed warehouse receipts or shipping
     certificates, the following procedures shall be followed. A replacement
     receipt/certificate may be issued upon compliance with the conditions set
     forth in paragraph (b) of this Regulation.  Such replacement
     receipt/certificate must be issued upon the same terms, must be subject to
     the same conditions, and must bear on its face the number and the date of
     the receipt/certificate in lieu of which it is issued.  It must also
     contain a plain and conspicuous statement that it is a replacement
     receipt/certificate issued in lieu of a lost or destroyed
     receipt/certificate.

(b)  Before issuing such replacement receipt/certificate, the
     warehouseman/shipper may require the person requesting the
     receipt/certificate to make and file with the warehouseman/shipper: (1) an
     affidavit stating that the requestor is the lawful owner of the original
     receipt/certificate, that the requestor has not negotiated, sold, assigned
     or encumbered it, how the original receipt/certificate was lost or
     destroyed, and if lost, that diligent effort has been made to find the
     receipt/certificate without success, and (2) a bond in an amount double the
     value, at the time the bond is given, of the commodity represented by the
     lost or destroyed receipt/certificate.

     Such bond shall indemnify the warehouseman/shipper against any loss
     sustained by reason of the issuance of such replacement
     receipt/certificate. The bond shall have as surety thereon a surety company
     which is authorized to do business, and is subject to service of process in
     a suit on the bond, in the state in which the warehouse/shipping station,
     as named on the warehouse receipt/certificate, is located, or at least two
     individuals who are residents of such state, and each of whom owns real
     property in that state having a value, in excess of all exemptions and
     encumbrances, equal to the amount of the bond.

     In the alternative, upon the approval of the U.S. Department of Agriculture
     where applicable, or otherwise upon the approval of the Exchange, a
     warehouseman/shipper may issue a replacement receipt/certificate upon the
     execution of an agreement by the requestor to indemnify the
     warehouseman/shipper against any loss sustained by reason of the issuance
     of



                                     1013


                           Ch10 Delivery Procedures
                           ------------------------

     such replacement receipt/certificate, in a form acceptable to the
     warehouseman/shipper. (04/01/00)

1046.00  Date of Delivery - Where any commodity is sold for delivery in a
specified month, delivery of such commodity may be made by the seller upon such
business day of the specified month as the seller may select and, if not
previously delivered, delivery must be made upon the last business day of the
specified month; provided, however, that the Exchange may, by Regulation
pertaining to a particular commodity, prescribe specific days or dates within
such specified month on which delivery of such commodity may or may not be made.
284  (09/01/94)

1046.00A Location for Buying or Selling Delivery Instruments - In order to
facilitate liquidation of outstanding contracts during the final seven business
days of a delivery month (Regulation 1009.03) floor brokers, locals and clearing
or non-clearing members who need warehouse receipts or shipping certificates in
order to make delivery or who anticipate receiving warehouse receipts or
shipping certificates on delivery and wish to dispose of them may meet at 2:00
p.m. on the last day of trading in an expiring future at the cash grain table
between the corn and soybean pits to make arrangements for the acquisition or
disposition of such receipts or certificates.

All actual deliveries against outstanding futures positions must, in any event,
be made by sellers through the Clearing House and will be received by buyers
through the Clearing House. 34R  (09/01/94)

1047.01  Delivery Notices - A seller obligated or desiring to make delivery of
a commodity shall issue and deliver to the Clearing House a delivery notice
containing the name and business address of the issuer; the date of issue; the
date of delivery; the name of the commodity; the total contracted quantity in
satisfaction of which the delivery is being tendered and such other information
as the Regulatory Compliance Committee shall direct in regard to any particular
commodity.

A delivery notice shall be furnished to the Clearing House in computer readable
form. The Clearing House, acting as agent for the seller, shall provide the
notice to the buyer.

The seller or its agent shall reduce the notice to written form and retain a
copy of the notice for the period of time required by the Commodity Futures
Commission.

Upon determining the buyers obligated to accept deliveries tendered by issuers
of delivery notices, the Clearing House shall promptly furnish to each issuer
the names of the buyers obligated to accept delivery from him for each commodity
for which a notice was tendered and shall also inform the issuer of the number
of contracts for which each buyer is obligated. Failure of the seller to object
to such assignment by 7:00 a.m. on intention day shall establish an irrebuttable
presumption that the issuance of the delivery notice was authorized by the
person in whose name the notice was issued.  (09/01/94)

1048.01  Method of Delivery - Delivery notices must be delivered to the
Clearing House which shall assign the deliveries to clearing members (buyers)
having contracts to take delivery of the same amounts of the same commodities.
The Clearing House shall notify such clearing members of the deliveries which
have been assigned to them and shall furnish to issuers of delivery notices the
names of clearing members obligated to accept their deliveries. Clearing Members
receiving delivery notices shall assign delivery to the oldest open contracts on
their books at the close of business on the previous day (position day). 286
(09/01/94)

1049.00  Time of Delivery, Payment, Form of Delivery Notice - The requirements
of the form of delivery notice, time of delivery, and payment shall be fixed by
the Regulatory Compliance Committee. 287  (09/01/94)

1049.01  Time of Issuance of Delivery Notice - Unless a different time is
prescribed by Regulation pertaining to a particular commodity, delivery notices
must be delivered to the Clearing House by 4:00 p.m., or by such other time
designated by the Board of Directors, on position day except that, on the last
notice day of the delivery month, delivery notices may be delivered to the
Clearing House until 2:00 p.m., or by such other time designated by the Board of
Directors, on intention day. The Clearing House shall, on the same day, assign
the deliveries to eligible buyers as provided in Regulation 1048.01 and shall
issue to each such buyer a delivery assignment notice describing the delivery
which has been assigned to him.  (12/01/99)



                                     1014


                           Ch10 Delivery Procedures
                           ------------------------

1049.01B  Interpretation: Sellers' Obligation for Storage Charges - The
Directors have issued the following interpretation of Rule 1042.00, Rule
1041.00, and Regulation 1049.01 in connection with the time the responsibility
for storage charges changes from seller to buyer.

The responsibility for storage charges shall remain the obligation of the seller
until such time as the warehouse receipts or weight certificates are presented
to the buyer and payment is made therefore in conformity with the Regulations
concerning payment.  (09/01/94)

1049.02   Buyers' Report of Eligibility to Receive Delivery - Prior to 8:00
p.m., or by such other time designated by the Board of Directors, of each day on
which delivery notices may be delivered to the Clearing House, each clearing
member shall report to the Clearing House, at such times and in such manner as
shall be prescribed by the Clearing House, the amounts of its purchases of the
various commodities then eligible for delivery which remain open on its books in
accordance with law and with the Rules and Regulations of the Association. Such
reports shall show the dates on which such purchases were made, and shall
exclude purchases to which the clearing member has applied deliveries assigned
to it but which remain open on its books pending receipt of delivery. With
respect to omnibus accounts, the reports described above shall show the dates on
which such purchases were made, as reflected on the ultimate customers' account
statements. (12/01/99)

1049.03  Sellers' Invoices to Buyers - Upon receipt of the names of the buyers
obligated to accept delivery from him and a description of each commodity
tendered by him which was assigned by the Clearing House to each such buyer, the
seller shall prepare invoices addressed to its assigned buyers describing the
documents to be delivered to each such buyer and, in the case of deliveries
under Rule 1041.00, the information required in said Rule. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House for
that purpose adjusted for applicable premiums, discounts, storage charges,
premium charges, premium for FOB conveyance, quantity variations and other items
for which provision is made in these Rules and Regulations relating to
contracts, and shall be in the form set forth hereunder unless a different form
is prescribed by Regulation  pertaining to a particular commodity. Such invoices
shall be delivered to the Clearing House by 2:00 p.m. for corn and soybeans via
the Clearing House's on-line system or 4:00 p.m. for other commodities, or by
such other time designated by the Board of Directors, on the day of intention
except on the last notice day in the delivery month when a skeleton notice has
been delivered to the Clearing House, in which case invoices for said delivery
may be delivered to the Clearing House until 10:00 a.m. on the last delivery day
of the delivery month. Upon receipt of such invoices, the Clearing House shall
promptly make them available to buyers to whom they are addressed, by placing
them in buyers' mail boxes provided for that purpose in the Clearing House,
except that invoices for corn and soybeans shall be made available to buyers via
the Clearing House's on-line system.

Financial instruments futures contracts will follow the invoicing procedure that
is prescribed in the respective contract's invoicing regulation. Delivery
invoicing forms for financial instruments futures contracts shall be restricted
to that form which the Board of Trade Clearing Corporation specifically
provides.

                               DELIVERY INVOICE
                                   Office Of

                                                                      No._______
      __________________________________________________________________________
      __________________________________________________________________________

      For delivery on___________________________________________________________
                                                (Date)
      against C. H. Assignment Notice No._______________________________________

      To________________________________________________________________________
                                   (Buyer's code number and name)
      For the delivery of_______________________________________________________
                                 (Net quantity, per list total below)
      of________________________________________________________________________
                                     (Grade, class, commodity)
      In, ordered to, or to be shipped from_____________________________________
                                         (Warehouse, delivery or shipping point)

      As evidenced by the documents listed below:
      At the established delivery price of _______ per ______            $______
      Premium or discount on grade                                        ______
      Storage and insurance, or premium, for a total of ____ days         ______
      Other charges or credits                                            ______
      TOTAL AMOUNT DUE-THIS INVOICE                                      $______


                                     1015


                           Ch10 Delivery Procedures
                           ------------------------




Whse.Receipt or                              Prem-Disc.                                    Other charges or
certificate                                  on Grade      Adjustment for Stge-lns-Prem.   credits
---------------------------------------------------------------------------------------------------------------
                                                                                                    Amount &
Date             Number     Net Quantity     Rate  Amount  Pd.thru   Days   Rate  Amount   Dr Cr.   Description
---------------------------------------------------------------------------------------------------------------
                                                                  




---------------------------------------------------------------------------------------------------------------
      1638  (05/01/01)


1049.04  Transfer Obligations - Payment is to be made in same day funds 1) by a
check drawn on and certified by a Chicago bank or 2) by a Cashier's check issued
by a Chicago bank. The long clearing member may effect payment by wire transfer
only if this method of payment is acceptable to the short clearing member.
Unless a different time is prescribed by Regulation pertaining to a particular
commodity, buyers obligated to accept delivery must take delivery and make
payment and sellers obligated to make delivery must make delivery before 1:00
p.m. of the day of delivery, except on banking holidays when delivery must be
taken or made and payment made before 9:30 a.m. the next banking business day.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
according with its By-Laws and Resolutions. 1639 (05/01/97)

1050.00  Duties of Members - Members shall deliver warehouse receipts, bills of
lading, shipping certificates or demand certificates tendered for delivery
pursuant to the Rules and Regulations of the Association and in accordance with
the assignment thereof to eligible buyers by the Clearing House, and shall make
no other disposition thereof. A member who alters or makes a false endorsement
on a notice of assignment of delivery issued by the Clearing House under Rule
1048.00, for the purpose of avoiding acceptance of the delivery specified,
therein, should be deemed guilty of an act detrimental to the Welfare of the
Association. 288 (09/01/94)

1051.01  Office Deliveries Prohibited - No office deliveries of warehouse
receipts or shipping certificates may be made by members of the Clearing
Corporation. Where a commission house as a member of the Clearing Corporation
has an interest both long and short for customers on its own books, it must
tender to the Clearing Corporation such notices of intention to deliver as it
receives from its customers who are short. 1870 (03/01/00)

1052.00  Delivery of Grain in Cars (Chicago only) - Regular deliveries of
contract grades of grain on contracts for future delivery may be made in cars on
track during the last three business days in the delivery month subject to the
following:

(a)  Cars must be within the Chicago District, in a railroad yard where samples
     are taken by an official grain inspection agency approved by the U.S.D.A.

(b)  Cars must be consigned or ordered to a regular warehouse.

(c)  Delivery shall not be complete until the grain is unloaded and warehouse
     receipts or weight certificates are issued therefor unless the buyer elects
     otherwise. During this time, title to the grain remains in the seller, the
     purchase price is not payable, and the seller remains liable for any change
     in grade. The buyer, however, may elect and order the cars unloaded at any
     other place where they will be weighed provided the buyer makes payment in
     advance. In making such election and paying in advance the buyer assumes
     title and all responsibility for any change in grade occuring after the
     original inspection as provided in subsection (d) of this Rule and for any
     and all charges occasioned by such election of the buyer.

(d)  Grain delivered in cars on track in settlement of futures contracts must be
     inspected during the last four delivery days of the delivery month by an
     official grain inspection agency approved by the U.S.D.A. In the event
     another grade determination is made subsequent to date of tender and the
     original grade is changed, the delivery will not be disqualified as a
     result thereof. Price adjustment will be made between the buyer and the
     seller at the prevailing fair market difference based on the cost of
     replacement. In the event of a dispute, the Chairman of the Regulatory
     Compliance Committee will appoint an impartial committee of three to fix a
     fair and proper differential.

                                     1016


                           Ch10 Delivery Procedures
                           ------------------------

(e)  Deliveries of grain in cars shall be made by the tender of delivery notices
     based on the shippers' certificates of weight (if attached thereto) or
     railroad weights, or, in the absence of such weights, the marked capacity
     of the cars.

(f)  Where there is an excess or deficit upon delivery, such excess or deficit
     shall be settled for on the basis of the market price at the time when such
     excess or deficit becomes known to both parties; provided that the buyer,
     if he so elects, may cancel the contract as to any deficit.

(g)  On all grain tendered under this Rule, the party making the original tender
     shall keep on file and deliver on request, at tenderer's option, the
     samples of the official grain inspection agency.

(h)  Delivery of wheat, corn, oats or soybeans in cars shall be for quantities
     of 5,000 bushels or multiples thereof. 283 (03/01/00)

1052.00A  Track Deliveries -

1.   Under subparagraph (d) of Rule 1052.00 when notices of intention to deliver
     are issued on the day prior to the three days during which regular
     deliveries may be made in carlots, the requirement that the delivery notice
     be accompanied by certificate showing approval by the Illinois State Grain
     Inspection Department for storage must be attached to the delivery notice
     will be satisfied if that certificate is furnished the next day.

2.   During the last three delivery days of the month split notices of delivery
     may be tendered, that is to say, part of the notice may cover grain in
     store and part of the notice may cover grain in cars on track. 14R
     (03/01/00)

1052.00B  Track Deliveries - The matter of the origin of grain which may be
delivered in satisfaction of futures contracts under Rule 1052.00 (Delivery of
Grain in Cars), was brought before the Directors. After a discussion upon motion
duly made, seconded, and unanimously carried, it was

Resolved, only grain arriving in cars from points outside of the Chicago
Switching District and which has not previously been unloaded at a warehouse in
the Chicago Switching District may be delivered in satisfaction of futures
contracts under Rule 1052.00; and

Further Resolved, that grain loaded in cars from warehouses in the Chicago
Switching District shall not be deliverable in satisfaction of futures contracts
under said Rule 1052.00. 23R  (09/01/94)

1052.00C  Track Deliveries -

1.   The question was submitted to the Directors as to whether or not under Rule
     1052.00 (Delivery of Grain in Cars) out-of-town weights can be used on
     carlot deliveries provided there is an agreement between the buyer and
     seller. It was the ruling of the Directors and the Rules Committee that
     under the provisions of this Rule out-of-town weights may not be used even
     where mutual agreement might exist.

2.   The question was submitted to the Directors as to whether deliveries of
     grain in cars might be settled on the aggregate or on the basis of
     individual contracts under Rule 1052.00.

     The Directors and the Rules Committee held that the settlement must be made
     on the individual contracts of 5,000, 2,000, 1,000 bushels or multiples
     thereof, and may not be settled on the aggregate.

3.   The Directors and the Rules Committee have made the following
     interpretation of Regulation 1047.01 (Delivery Notice). A person issuing a
     skeleton notice on the last notice day in a delivery month must by 10:00
     a.m. on the next day furnish all information which is required on the usual
     delivery notice. A person re-issuing a skeleton notice on the first
     position day of a successive delivery month (i.e. -the next calendar month)
     must furnish all information which is required on the usual delivery notice
     by 1:00 p.m. on first notice day. 23R (05/01/95)

1054.00  Failure to Accept Delivery   - Where a buyer to whom a delivery has
been assigned by the Clearing House under Regulation 1048.01 fails to take such
delivery and make payment when payment is due, the seller tendering such
delivery shall promptly sell the commodity on the open market for the account of
the delinquent. He shall then immediately notify the Clearing House of the
default, the contract price, and the re-sale price, and the Clearing House shall
immediately serve a like



                                     1017


                           Ch10 Delivery Procedures
                           ------------------------

notice upon the delinquent. Thereupon the delinquent shall be obligated to pay
to the seller, through the Clearing House, the difference between the contract
price and the re-sale price. 289 (05/01/95)

1054.00A  Failure to Accept Delivery - Rule 1054.00 provides that when a buyer
fails to take delivery and make payment at the prescribed time, the issuer of
the delivery 'shall promptly sell the commodity on the open market for the
account of the delinquent'.

Does this mean that the seller is to sell the warehouse receipts in the cash
market or sell futures in the pit and make a new tender? Also, what is the
meaning of the term 'promptly'? If the deliverer, thinking to accommodate the
delinquent, waits until 1:10, at which time the market is 5 lower than at 1:00
has he assumed any liability because of the delay? If it is the warehouse
receipts which are to be sold out, what determines the market price? Frequently
an elevator operator will pay more for his own receipts than for another's; or a
processor may pay a higher basis for one grade than another, grade differential
to the contrary. If futures are to be sold in the pit, who then is responsible
for the mechanics of tender and the assumption of interest?

The Board approved the opinion of the Rules Committee that the seller must have
the right to act in either the cash or futures market at his discretion without
recourse on the part of the defaulting buyer so long as action is taken prior to
9:45 A.M. the next business day. 38R  (09/01/94)

1056.01  Storage Rates for Wheat and Oats and Premium Charges for Corn and
Soybeans - To be valid for delivery on futures contracts, all warehouse receipts
and shipping certificates covering wheat and oats in regular store or under
obligation for shipment must indicate the applicable storage rate or premium
charge. No warehouse receipts or shipping certificates shall be valid for
delivery on futures contracts unless the storage rates or premium charges on
such grain shall have been paid up to and including the 18th calendar day of the
preceding month, and such payment endorsed on the warehouse receipt or shipping
certificate. Unpaid accumulated storage rates and premium charges at the posted
rate applicable to the warehouse or shipping station where the grain is stored
or under obligation for shipment shall be allowed and credited to the buyer by
the seller to and including date of delivery. Further, no wheat or oats
warehouse receipt shall be valid for delivery if the receipt has expired prior
to delivery or has an expiration date in the month in which delivered. 1641

If storage rates or premium charges are not paid on-time up to and including the
18th calendar day preceding the delivery months of March, July and September and
by the first calendar day of each of these delivery months, a late charge will
apply. The late charge will be an amount equal to the total unpaid accumulated
storage rates multiplied by the "prime interest rate" in effect on the day that
the accrued storage rates are paid plus a penalty of 5 percentage points, all
multiplied by the number of calendar days that storage is overdue, divided by
360 days. The term "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois, Bank One Harris Trust & Savings Bank,
and the Northern Trust Company.

The storage rates on Wheat and premium charges on corn and Soybeans for delivery
shall not exceed 15/100 of one cent per bushel per day.

The storage rates on Oats for delivery shall not exceed 13/100 of one cent per
bushel per day.

See Regulation 10C56.01-Payment of Premium Charges for March 2000 and subsequent
Corn futures contracts.

See Regulation 10S56.01-Payment of Premium Charges for January 2000 and
subsequent Soybean futures contracts. (06/01/01)



                                     1018


Ch10 Regularity of Warehouses

*1081.01  Regularity of Warehouses and Issuers of Shipping Certificates -
Persons operating grain warehouses or shippers who desire to have such
warehouses or shipping stations made regular for the delivery of grain under the
Rules and Regulations shall make application for an initial Declaration of
Regularity on a form prescribed by the Exchange prior to May 1, 1994, and every
even year thereafter, for a two-year term beginning July 1, 1994, and every even
year thereafter, and at any time during a current term for the balance of that
term. Regular grain warehouses or shippers who desire to increase their regular
capacity during a current term shall make application for the desired amount of
total regular capacity on the same form. Initial regularity for the current term
and increases in regularity shall be effective either thirty days after a notice
that a bona fide application has been received is posted on the floor of the
exchange, or the day after the application is approved by the Exchange,
whichever is later. Applications for a renewal of regularity shall be made prior
to May 1, 1994, and every even year thereafter, for the respective years
beginning July 1, 1994, and every even year thereafter, and shall be on the same
form.

The following shall constitute the requirements and conditions for regularity:

(1)  The warehouse or shipping station making application shall be inspected by
     the Registrar or the United States Department of Agriculture. Where
     application is made to list as regular a warehouse which is not regular at
     the time of such application, the applicant may be required to remove all
     grain from the warehouse and to permit the warehouse to be inspected and
     the grain graded, after which such grain may be returned to the warehouse
     and receipts issued therefor.


See Regulation 10C81.01(1)-Regularity of Warehouses and Issuers of Shipping
Certificates for March 2000 and subsequent Corn futures contracts.


See Regulation 10S81.01(1)-Regularity of Warehouses and Issuers of Shipping
Certificates for January 2000 and subsequent Soybean futures contracts.

(2)  Such warehouse shall be connected by railroad tracks with one or more
     railway lines.

See Regulation 10C81.01(2)-Regularity of Warehouses and Issuers of Shipping
Certificates for March 2000 and subsequent Corn futures contracts

See Regulation 10S81.01(2)-Regularity of Warehouses and Issuers of Shipping
Certificates for January 2000 and subsequent Soybean futures contracts.

(3)  The proprietor or manager of such warehouse or shipping station shall be in
     good financial standing and credit, and shall meet the minimum financial
     requirements and financial reporting requirements set forth in Appendix 4E.
     No warehouse or shipping station shall be declared regular until the person
     operating the same files a bond and/or designated letter of credit with
     sufficient sureties in such sum and subject to such conditions as the
     Exchange may require.

(4)  Such warehouse or shipping station shall be provided with modern
     improvements and appliances for the convenient and expeditious receiving,
     handling and shipping of grain in bulk.

(5)  The proprietor or manager of such warehouse or shipping station shall
     honestly and cordially cooperate with the system of registration of
     warehouse receipts or shipping certificates as established by law, and
     furnish to the Registrar all needed information to enable him to keep a
     correct record and account of all grain, together with the grades thereof,
     received and delivered by them daily and of that remaining in store at
     close of each week.

*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.

                                     1019


                         Ch10 Regularity of Warehouses
                         -----------------------------

(6) Safeguarding Condition of Grain in Warehouses.

    (a) The Board of Trade shall designate an agency for registration of public
        warehouse receipts, and only public warehouse receipts registered with
        such agency shall be within the provisions of paragraph (b) following.

    (b) Whenever in the opinion of the operator of the warehouse any grain
        stored in a public warehouse under his jurisdiction should be loaded out
        in order to protect the best interests of the parties concerned, such
        operator shall notify the agency giving the location and grades of such
        grain. The agency shall immediately notify an appropriate grain
        inspection service who shall at once proceed to the warehouse in which
        the grain is stored and examine it in conjunction with the
        Superintendent of such warehouse. If the grain inspection service agrees
        with the Superintendent that the grain should be moved, it shall so
        notify the Registrar of the Chicago Board of Trade. If the grain
        inspection service does not agree with the Superintendent that the grain
        should be moved, the operator of the warehouse shall have a right to
        appeal to the Business Conduct Committee of the Board of Trade. If on
        such appeal the Business Conduct Committee shall agree with the
        Superintendent that the grain should be moved, the Business Conduct
        Committee shall so notify the Registrar of the Board of Trade, and the
        warehouse receipts covering the above specified lot or lots of grain
        shall no longer be regular for delivery on Board of Trade future
        contracts. Upon receiving such notice, either from the grain inspection
        service, or from the Business Conduct Committee, the Registrar shall
        notify the holder, or holders, or their agents, together with the
        Chairman of the Business Conduct Committee, of the total quantity of the
        grade of grain in question (selecting the oldest registered warehouse
        receipt for such grain first, then such additional registered warehouse
        receipts in the order of their issuance as may be necessary to equal
        such total quantity of grain). When this information reaches the
        Chairman of the Business Conduct Committee he shall appoint a Committee
        consisting of five disinterested handlers of cash grain, which Committee
        shall meet at once and after taking into consideration various factors
        that establish the value of the grade of the receipts held by such owner
        or owners, shall determine the fair value of the grain, which price
        shall be that to be paid by the operator. If the price offered is not
        satisfactory, a Committee appointed by the Chairman of the Business
        Conduct Committee (at the request of such owner), shall procure other
        offers for such grain, and such offers shall be immediately reported to
        the owner or his agent. If the owner refuses to accept any such offers,
        he shall have the two following business days to order and furnish
        facilities for loading such grain out of store, and during this period
        the warehouseman shall be obliged to deliver the grain called for by the
        warehouse receipts, but not more than three (3) days may elapse after
        notification by the Registrar to the holder of the receipt before
        satisfactory disposition shall have been made of the grain, either by
        sale to the operator or by the ordering out and furnishing facilities to
        load the same, provided the amount of such grain does not exceed 100,000
        bushels in any one elevator. If the amount of grain in question exceeds
        100,000 bushels, the owner, or owners, of the warehouse receipts shall
        be allowed forty-eight hours of grace over and above the before
        mentioned three days for each 100,000 bushels in excess of the first
        100,000 bushels.

    (c) In the event that the holder of the warehouse receipt, or his agent,
        fails to move the grain or make other satisfactory disposition of same
        within the prescribed time, it shall be held for his account, and any
        loss in grade sustained shall likewise be for his account.

    (d) Nothing in the foregoing provisions shall be construed as prohibiting
        the warehouseman from fulfilling contracts from other stocks under his
        control.

(7) The proprietor or manager of such warehouse shall promptly, by the proper
    publication, advise the trade and the public of any damage to grain held in
    store by it, whenever such damage shall occur to an extent that will render
    it unwilling to purchase and withdraw from store, at its own cost, all such
    damaged grain.

(8) The Board shall be assured that the operator or manager of the warehouse or
    shipping station will agree to conform to Regulation 1049.03.



                                     1020


                         Ch10 Regularity of Warehouses
                         -----------------------------

(9)  The proprietor or manager of such warehouse shall accord every facility to
     any duly authorized committee, for the examination of its books and
     records, for the purpose of ascertaining the stocks of all kinds of grain
     which may be on hand at any time. Such examination and verification may be
     made at any time by the Business Conduct Committee or its approved
     inspection agents or, any other duly authorized committee to be appointed
     by the Chairman of the Board, which committee shall have the authority to
     employ experts to determine the quantity of grain in the elevators and to
     compare the books and records of the said regular warehouses with the
     records of the State or Federal Grain Warehouse Registrar.

(10) The proprietor or manager of a regular warehouse or shipping station shall
     give assurance that all grain received in and shipped out of such warehouse
     shall be weighed under the supervision of an agency approved by the
     Exchange.

(11) No warehouse or shipping station shall be deemed suitable to be declared
     regular if its location, accessibility, tariffs, insurance rates, or other
     qualifications shall depart from uniformity to the extent that its receipts
     or shipping certificates, if tendered in satisfaction of futures contracts,
     will unduly depress the values of futures contracts or impair the efficacy
     of futures trading in this market, or if the warehouseman or shipper
     operating such warehouses or shipping stations engaged in unethical or
     inequitable practices, or if, being a federally licensed warehouse, fails
     to comply with the federal statute, rules or regulations, or, being a state
     licensed Warehouse, fails to comply with the state statutes, rules and
     regulations.

     All warehousemen and shippers are and shall be and remain subject to the
     Rules, Regulations and Rulings of the Board of Trade of the City of Chicago
     on all subjects and in all areas with respect to which the U.S. Department
     of Agriculture does not assert jurisdiction pursuant to the U.S. Warehouse
     Act, as amended.

     A regular warehouseman or an owner of warehouse receipts can make delivery
     in a strike bound elevator. The taker of delivery is liable for all storage
     charges. However, where the owner of warehouse receipts in a strike bound
     elevator delivered against futures contracts has a bona fide bid for like
     receipts in a strike free elevator and decides to load the grain out or
     sell his receipts, the strike bound warehouseman has the option:

     (a) to provide that same quantity and like quality of grain in store in
         another regular warehouse, not on strike, in the same delivery market,
         or

     (b) to provide that same quantity and like quality of grain in store at
         another location on mutually acceptable terms, or

     (c) if no initial agreement can be reached as provided above, the strike
         bound warehouseman must buy his warehouse receipts back at the bid
         price in store for that same quantity and like quality of grain in a
         strike free elevator in the same delivery market or he has the
         alternative of proceeding as in (a) above. The bid (which must be a
         basis bid versus futures) referred to in this paragraph must be good
         for a minimum period of one hour and must be tendered in writing to the
         strike bound warehouseman between 1:30 p.m. and 4:30 p.m. on a business
         day and prior to 8:30 a.m., but not before 7:30 a.m., on the following
         business day.

         The warehouseman must respond to the bid as outlined above within the
         time period during which the bid is alive.

         Should the warehouseman question the validity of the bid, the question
         shall be referred to a Standing Committee which shall have been
         appointed on an annual basis by the Chairman of the Board, with the
         approval of the Board. The Committee shall consist of three members
         including one regular warehouseman with suitable alternates. In case
         the strike bound elevator involved is in a market other than that
         directly represented by the warehouseman appointed, the Chairman may
         designate a member in said alternate market who is familiar with cash
         grain values in that market. The sole duty of the Committee shall be to
         determine that the bid is bona fide. The Committee shall not express
         any opinion with respect to the economics of the bid.

         Within the context of this Regulation, a strike bound elevator is
         defined as the facility itself



                                     1021


                         Ch10 Regularity of Warehouses
                         -----------------------------

      being on strike.

      The maximum load-out charge on wheat and oats which has been tendered in
      satisfaction of the Board of Trade futures contracts shall be 6 cents per
      bushel.

      The maximum premium for FOB conveyance on Corn and Soybean Shipping
      Certificates which have been tendered in satisfaction of Board of Trade
      futures contracts shall be 4 cents per bushel.

      All fees for stevedoring services to load Corn and Soybeans into barges
      are to be paid by the issuer of the Corn or Soybean Shipping Certificate.

      The premium for FOB conveyance is payable at the time of invoice.

(12)  Load-Out Procedures.

      A.  Load-Out Procedures Grains -

      1.  Corn and Soybeans; Wheat from Chicago, Burns Harbor and St. Louis; and
      Oats from Chicago and Burns Harbor. An operator of a regular facility has
      the obligation of loading grain represented by warehouse receipts or
      shipping certificates giving preference to takers of delivery. When an
      operator of a facility regular for the delivery of grain receives one or
      more written loading orders for loading of grain against canceled
      warehouse receipts or shipping certificates, the operator shall begin
      loading against them within 3 business days following their receipt. When
      loadings against written loading orders cannot be completed on the fourth
      business day following their receipt, the operator shall continue loading
      against such loading orders on each business day thereafter. All
      warehousemen and shippers shall outload grain against canceled delivery
      instruments consecutively without giving preference of the type of
      delivery instrument, kind of grain or mode of transportation. He shall
      outload all such products in the order in which suitable transportation,
      clean and ready to load is constructively placed at his facility by the
      holder of the warehouse receipt or shipping certificate, pursuant to bona
      fide loading orders previously received, and at the loading rates provided
      in part B of this Regulation.

      2.  Wheat from Toledo and Oats from Minneapolis-St. Paul - All warehousmen
      shall inload and outload all agricultural products consecutively without
      giving preference to the products owned by him over the products of
      others, and without giving preference to one depositor over another. He
      shall inload all such products consecutively in the order in which they
      arrive at his warehouse, pursuant to the inloading orders previously
      received so far as the warehouse capacity for grain and grade permits. He
      shall outload all such product s in the order in which suitable
      transportation, clean and ready to load is constructively placed at his
      warehouse by the holder of the warehouse receipt, pursuant to bona fide
      outloading orders previously received, except as provided in part B of
      this Regulation.

         It shall be the responsibility of the warehouse receipt or shipping
         certificate holder to supply suitable transportation. Hopper cars shall
         be considered suitable transportation if they can be sampled by pelican
         in a manner approved by the appropriate grain sampling agency. Trucks
         and non-suitable hopper cars may be loaded only with the express
         agreement of the warehouseman.

         Constructive placement at a warehouse or shipping station shall be
         defined as follows:

         (1) Rail cars-as defined in the appropriate Railroad Freight Tariff on
             file with the Interstate Commerce Commission;

         (2) Barges-Positioned at an appropriate fleeting service serving the
             designated delivery point;

         (3) Vessels-In possession of the appropriate Federal Grain Inspection
             Service and/or National Cargo Bureau documents certifying readiness
             to accept load-out at the designated delivery point.

         It shall be the responsibility of the warehouse receipt or shipping
         certificate holder to request the warehouseman to arrange for all
         necessary Federal Grain Inspection Service and stevedoring service. The
         warehouse receipt or shipping certificate holder may specify the
         stevedoring service to be called. The warehouseman shall not be held
         responsible for non-availability of these


                                     1022


                         Ch10 Regularity of Warehouses
                         -----------------------------

        services.

    B.  Load-Out Rates for Grain - In the event a regular grain warehouse or
        shipping station receives written loading orders for load-out of grain
        against canceled warehouse receipts or shipping certificates, the
        warehouseman or shipper shall be required to load out grain beginning on
        the third business day following receipt of such loading orders or on
        the day after a conveyance of the type identified in the loading orders
        is constructively placed, whichever occurs later. The rate of load-out
        for warehouses in Toledo and Minneapolis-St. Paul shall be at the normal
        rate of load-out for the facility and the load-out rate for all grain
        warehouses and shipping stations shall depend on the conveyance and type
        of grain being loaded and shall not be less than the following per
        business day:




                                           Rail Conveyance or Water Conveyance
--------------------------------------------------------------------------------------------------------------------
                       (When receipt holder requests in    (When receipt holder requests   Vessel or        Barge
                       writing individual weights and      in writing batch weights and
                       grades per car load)                grades)/1/
                                                                                                
--------------------------------------------------------------------------------------------------------------------
Wheat, Corn,           25 Hopper Cars                      35 Hopper Cars                  300,000 Bushels  3 Barges
 Soybeans
--------------------------------------------------------------------------------------------------------------------
Oats                   15 Hopper Cars                      20 Hopper Cars                  180,000 Bushels  2 Barges
--------------------------------------------------------------------------------------------------------------------

/1/  A batch weight and grade shall refer to a buyer's request in writing for 1
     weight and 1 grade per 5 rail cars.

        Barge load-out rates for corn and soybeans will be at the shipping
        station's registered daily rate of loading.  When wheat and corn or
        soybeans or when oats and corn or soybeans are in the lineup for
        loading, the higher loading rate will apply for total barge loadings on
        that day.  However, a warehouseman or shipper is not obligated to load
        barges of one type of grain that exceeds the daily barge loading rate
        for that type of grain.  Corn and soybeans are considered one type of
        grain for this regulation pertaining to barge loading rates.

        Regular grain warehouses and shipping stations shall not be required to
        meet these minimum load-out rates when transportation has not been
        actually placed at the warehouse, transportation equipment is not clean
        and load ready, inspection services are not available, a condition of
        force majeure exists, inclement weather prevents loading, or stevedoring
        services are not available in the case of water conveyance.  However,
        the exceptions to load-out requirements shall not include grains or
        soybeans which have not made grade.

        In addition, regular warehouses in Toledo and Minneapolis-St. Paul shall
        not be required to meet the minimum load-out rate for a conveyance when
        a "like" conveyance has been constructively placed for load-in prior to
        the "like" conveyance for load-out. However, when a conveyance for load-
        out is constructively placed after a "like" conveyance for load-in, the
        warehouse will load-in grain from the "like" conveyance at the normal
        rate of load-in for the facility. This rate of load-in shall depend on
        the conveyance(s) being unloaded and shall not be less than the
        following minimums per business day:




                                Rail Conveyance or Water Conveyance
---------------------------------------------------------------------------------------------------------
                                                                Vessel or                   Barge
                                                                                   
---------------------------------------------------------------------------------------------------------
Wheat, Corn, Soybeans             35 Hopper Cars                50,000 Bushels              1 Barge
---------------------------------------------------------------------------------------------------------
Oats                              20 Hopper Cars                50,000 Bushels              1 Barge
---------------------------------------------------------------------------------------------------------


                                     1023


                         Ch10 Regularity of Warehouses
                         -----------------------------

        Regular warehouses shall not be required to meet these minimum load-in
        rates when a condition of force majeure exists, inspection services are
        not available, inclement weather prevents unloading, or stevedoring
        services are not available in the case of water conveyance.

        Any increased overtime costs and charges for trimming and FGIS to meet
        minimum load-out requirements shall be borne by warehouseman.

        Vessel loading shall require 3 days pre-advice to warehouseman prior to
        the date of arrival of the vessel.  Failure to provide pre advice may
        delay loading by the same number of days pre-advice is delayed prior to
        date of arrival of the vessel.

        Inability of a warehouse receipt holder to provide conveyance at an
        elevator in a timely manner will affect load-out of barges accordingly.

        For purposes of this regulation, vessel and barge are "like"
        conveyances.

    C.  Notification to Warehouse - The warehouse operator or shipping station
        shall load-in and load-out grains in the order and manner provided in
        parts A and B of this Regulation, except that his obligation to load-out
        grain to a given party shall commence no sooner than three business days
        after he receives cancelled warehouse receipts and written loading
        orders from such party, even if such party may have a conveyance
        positioned to accept load-out of grain before that time. If the party
        taking delivery presents transportation equipment of a different type
        (rail, barge, or vessel) than that specified in the loading orders, he
        is required to provide the warehouse operator with new loading orders,
        and the warehouse operator shall be obligated to load-out grain to such
        party no sooner than three business days after he receives the new
        loading orders. Written loading orders received after 2:00 p.m. (Chicago
        time) on a given business day shall be deemed to be received on the
        following business day.

    D.  Storage and Premium Charges - Storage payments [and Premium Charges] on
        [grain] wheat and oats to be shipped pursuant to loading orders shall
        cease on the tenth business day after suitable transportation is
        constructively placed for load-out or loading is complete, whichever is
        earlier.  Premium charges for corn and soybeans to be shipped pursuant
        to loading orders shall cease on the business day loading is complete.

    E.  Records - All warehousemen and shippers shall keep adequate permanent
        records showing compliance with the requirements of this Regulation.
        Such records shall at all times be open for inspection by the designated
        official or officials of the contract market.

    F.  Certification of Corn, Soybeans and Wheat - Effective September 1, 1992
        and upon written request by a taker of delivery at the time loading
        orders are submitted for the delivery of corn, soybeans or wheat against
        canceled warehouse receipts, the delivery warehouseman shall certify in
        writing to the taker of delivery on the day that the transportation
        conveyance is loaded that the grain is of U.S. origin only. Warehouse
        receipts issued prior to September 1, 1992 will be deliverable against
        futures contracts beginning September 1992 only if the regular
        warehouseman provides certification on the warehouse receipt that the
        U.S. origin-only option is available to the taker of delivery of corn,
        soybeans and wheat.

    G.  Barge Load-Out Procedures for Corn and Soybeans - When corn or soybeans
        represented by shipping certificates are ordered out for shipment by
        water conveyance, the regular shipper has the obligation to load-out
        grain at his registered daily rate of loading.  The shipper's obligation
        shall begin to a party no sooner than 3 business days after he receives
        canceled certificates and written loading orders from the party or 1
        business day after the constructive placement of the water conveyance,
        whichever is later.

        (1) All loading orders and shipping instructions received prior to 2:00
            p.m. on a given business day shall be considered dated that day and
            shall be entitled to equal treatment.  Orders received after 2:00
            p.m. on a business day shall be considered dated the following
            business day.  Loading against all loading orders dated on a given
            business day shall be completed before loading begins on any loading
            orders dated on a subsequent business day.



                                     1024


                         Ch10 Regularity of Warehouses
                         -----------------------------

        (2) When loading orders and shipping instructions are received by 2:00
            p.m. of any given business day, the shipper will advise the owner by
            10:00 a.m. the following business day of loading dates and tonnage
            due.  Notification will be by telephone, telex or telefax.

        (3) Official grades as loaded into the water conveyance shall govern for
            delivery purposes.

        (4) Official weights as loaded into the barge shall govern for delivery
            purposes when available, otherwise, it is the responsibility of the
            taker to obtain official weights at the destination. Any other
            governing weights and methods of obtaining weights and any such
            other information on the weighing process must be mutually accepted
            by the maker and taker of delivery before the barge is loaded.  When
            the official weight becomes known for a barge, overfills and
            underfills will be settled on the market value, expressed as a
            basis, for grain FOB barge at the barge loading station on the day
            that the grain is loaded.  Before the barge is loaded, the taker and
            maker of delivery will agree on a basis over or under the nearby
            futures that overfills and underfills will be settled on.  On the
            day that the weight tolerance becomes known to both parties, the
            flat price settlement will be established by applying the basis to
            the nearby futures month settlement price on the day of unloading or
            the day of loading if origin weights are used.  If the day of
            unloading is the last trading day in the nearby futures month, the
            next following futures month will be used for  settlement.  If the
            day of unload is not a business day, the next following business day
            will be used to establish the flat price.  In order to convert the
            agreed upon basis on the day that the grain was loaded to a basis
            relative to the current nearby futures month, the futures spread on
            the day of loading will be used, provided that, the nearby futures
            did not close outside of the price limits set for all other futures
            months.  In this case, the spread on the first following business
            day that the nearby futures closed within the price limits
            applicable for all other futures months would be used.

        (5) The shipper shall not be required to meet his minimum daily barge
            load-out rate when transportation has not been actually placed at
            the shipping station, transportation equipment is not clean and load
            ready, inspection services are not available, a condition of force
            majeure exists, or inclement weather prevents loading.  However, the
            exceptions to load-out requirements shall not include corn or
            soybeans that have not made grade.

        (6) For Illinois Waterway barge loading at Burns Harbor, Regulation
            1081.01(13)(A.)(a) pertaining to the protection of the Chicago barge
            rate and inclement weather will apply.

        (7) Any expense for making the grain available for loading on the
            Illinois Waterway will be borne by the party making delivery,
            provided that the taker of delivery presents barge equipment clean
            and ready to load within 10 calendar days following the scheduled
            loading date of the barge on the Illinois Waterway.  If the taker's
            barges are not made available within 10 calendar days following the
            scheduled loading date of the barge on the Illinois Waterway or the
            taker cancels loading instructions and requests that shipping
            certificates be re-issued, the taker shall reimburse the shipper for
            any expenses for making the grain available.  Taker and maker of
            delivery have three days to agree to these expenses.

        (8) The shipper shall load water conveyance at the shipping station
            designated in the Shipping Certificate.  If it becomes impossible to
            load at the designated shipping station because of an Act of God,
            fire, flood, wind, explosion, war, embargo, civil commotion,
            sabotage, law, act of government, labor difficulties or unavoidable
            mechanical breakdown, the shipper will arrange for water conveyance
            to be loaded at another regular shipping station in conformance with
            the Shipping Certificate and will compensate the owner for any
            transportation loss resulting from the change in the location of the
            shipping station.  If the aforementioned condition of impossibility
            prevails at a majority of regular shipping stations, then shipment
            may be delayed for

                                     1025


                         Ch10 Regularity of Warehouses
                         -----------------------------

             the number of days that such impossibility prevails at a majority
             of regular shipping stations.

        (9)  See Regulation 10C81.01(12)G(9)-Regularity of Warehouses and
             Issuers of Shipping Certificates for March 2000 and subsequent Corn
             futures contracts.

             See Regulation 10S81.01(12)G(9)-Regularity of Warehouses and
             Issuers of Shipping Certificates for January 2000 and subsequent
             Soybean futures contracts.

        (10) In the event less than eleven shipping certificates of a like
             grade/quality are outstanding at a shipping station the owner of
             all such outstanding shipping certificates may cancel the shipping
             certificates and obligate the shipper to provide a market value at
             which the shipper will either buy back all the canceled shipping
             certificates or sell the balance of Corn or Soybeans of a like
             grade/quality to complete a barge loading of at least 55,000
             bushels, the choice being at the discretion of the taker of
             delivery.

(13)  Location.

    A.  Corn. For the delivery of corn, regular warehouses or shipping stations
        may be located within the Chicago Switching District or within the Burns
        Harbor, Indiana Switching District or within the Toledo, Ohio Switching
        District or the St. Louis-East St. Louis or Alton Switching District.
        See Regulation 10C81.01(13)-Location for March 2000 and subsequent Corn
        futures contracts.

        No such warehouse or shipping station within the Chicago Switching
        District shall be declared regular unless it is conveniently
        approachable by vessels of ordinary draft and has customary shipping
        facilities. Ordinary draft shall be defined as the lesser of (1) channel
        draft as recorded in the Lake Calumet Harbor Draft Gauge, as maintained
        by the Corps of Engineers, U.S. Army, minus one (1) foot, or (2) 20
        feet.

        Delivery in Burns Harbor must be made "in store" in regular elevators or
        by shipping certificate at regular shipping stations providing water
        loading facilities and maintaining water depth equal to normal seaway
        draft of 27 feet.

        In addition, deliveries of grain may be made in regular elevators or
        shipping stations within the Burns Harbor Switching District PROVIDED
        that:

        (a) When grain represented by warehouse receipts or shipping
            certificates is ordered out for shipment by a barge, it will be the
            obligation of the party making delivery to protect the barge freight
            rate from the Chicago Switching District (i.e. the party making
            delivery and located in the Burns Harbor Switching District will pay
            the party taking delivery an amount equal to all expenses for the
            movement of the barge from the Chicago Switching District, to the
            Burns Harbor Switching District and the return movement back to the
            Chicago Switching District).

            If inclement weather conditions make the warehouse or shipping
            station located in the Burns Harbor Switching District unavailable
            for barge loadings for a period of five or more calendar days, the
            party making delivery will make grain available on the day following
            this five calendar day period to load into a barge at one mutually
            agreeable water warehouse or shipping station located in the Chicago
            Switching District; PROVIDED that the party making delivery is
            notified on the first day of that five-day period of inclement
            weather that the barge is available for movement but cannot be moved
            from the Chicago Switching District to the Burns Harbor Switching
            District, and is requested on the last day of this five day calendar
            period in which the barge cannot be moved.

       (b)  When grain represented by warehouse receipts or shipping
            certificates is ordered out for shipment by vessel, and the party
            taking delivery is a recipient of a split delivery of grain between
            a warehouse or shipping station located in Burns Harbor and a
            warehouse or shipping station in Chicago, and the grain in the
            Chicago warehouse or


                                     1026


                         Ch10 Regularity of Warehouses
                         -----------------------------

            shipping station will be loaded onto this vessel; it will be the
            obligation of the party making delivery at the request of the party
            taking delivery to protect the holder of the warehouse receipts or
            shipping certificates against any additional charges resulting from
            loading at one berth in the Burns Harbor Switching District and at
            one berth in the Chicago Switching District as compared to a single
            berth loading at one location. The party making delivery, at his
            option, will either make the grain available at one water warehouse
            or shipping station operated by the party making delivery and
            located in the Chicago Switching District for loading onto the
            vessel, make grain available at the warehouse in Burns Harbor upon
            the surrender of warehouse receipts or shipping certificates issued
            by other regular elevators or shipping stations located in the
            Chicago Switching District at the time vessel loading orders are
            issued, or compensate the party taking delivery in an amount equal
            to all applicable expenses, including demurrage charges, if any, for
            the movement of the vessel between a berth in the other switching
            district. On the day that the grain is ordered out for shipment by
            vessel, the party making delivery will declare the regular warehouse
            or shipping station in which the grain will be available for
            loading.

        Delivery in Toledo must be made "in store" in regular elevators
        providing water loading facilities and maintaining water depth equal to
        normal seaway draft of 27 feet.

        However, deliveries of corn may be made in off-water elevators within
        the Toledo, Ohio Switching District PROVIDED that the party making
        delivery makes the corn available upon call within five calendar days to
        load into water equipment at one water location within the Toledo, Ohio
        Switching District. The party making delivery must declare within one
        business day after receiving warehouse receipts and loading orders the
        water location at which corn will be made available.  Any additional
        expense incurred to move delivery corn from an off-water elevator into
        water facilities shall be borne by the party making delivery; PROVIDED
        that the party taking delivery presents water equipment clean and ready
        to load within fifteen calendar days from the time the corn has been
        made available.  See Regulation 10C81.01(13)-Location for March 2000 and
        subsequent Corn futures contracts.

        Delivery in the St. Louis-East St. Louis or Alton Switching Districts
        must be "in store" in regular elevators providing barge-loading
        facilities and maintaining water depth equal to the average draft of the
        current barge loadings in the St. Louis-East St. Louis and Alton barge-
        loading districts.   See Regulation 10C81.01(13)-Location for March 2000
        and subsequent Corn futures contracts.

    B.  Oats. For the delivery of oats, regular warehouses may be located within
        the Chicago Switching District or within the Burns Harbor, Indiana
        Switching District (subject to the provisions of paragraph A above) or
        within the Minneapolis, Minnesota or St. Paul, Minnesota Switching
        Districts.

        Delivery in the Minneapolis or St. Paul Switching District must be made
        "in store" in regular elevators providing barge-loading facilities and
        maintaining water depth equal to the average draft of the current barge
        loadings in the Minneapolis and St. Paul barge-loading districts.

        However, deliveries of oats may be made in interior off-water elevators
        within the Minneapolis or St. Paul Switching District, PROVIDED that the
        party making delivery makes the oats available upon call within seven
        calendar days to load into a barge at one river location in the
        Minneapolis or St. Paul barge-loading district. The party making
        delivery must declare, within one business day after receiving warehouse
        receipts and loading orders, the river location at which the oats will
        be made available. Any additional expense incurred to move delivery oats
        from an off-water elevator into barges shall be borne by the party
        making delivery; PROVIDED that the party taking delivery presents barge
        equipment clean and ready to load within fifteen calendar days from the
        time warehouse receipts and loading orders are tendered to the
        delivering party.

        Official weights and official grades as loaded into the barge shall
        govern for delivery



                                     1027


                         Ch10 Regularity of Warehouses
                         -----------------------------

        purposes.

    C.  Wheat. For the delivery of wheat, regular warehouses may be located
        within the Chicago Switching District or within the Burns Harbor,
        Indiana Switching District (subject to the provisions of Paragraph A
        above), within the Toledo, Ohio Switching District, or with respect to
        only No. 1 Soft Red Winter and No. 2 Soft Red Winter Wheat, within the
        St. Louis-East St. Louis or Alton Switching Districts.

        Delivery in Toldeo must be made "in store" in regular elevators
        providing water loading facilities and maintaining water depth equal to
        normal seaway draft of 27 feet.

        However, deliveries of wheat may be made in off-water elevators within
        the Toledo, Ohio Switching District PROVIDED that the party making
        delivery makes the grain available upon call within five calendar days
        to load into water equipment at one water location within the Toledo,
        Ohio Switching District.  The party making delivery must declare within
        one business day after receiving warehouse receipts and loading orders
        the water location at which wheat will be made available.

        Any additional expense incurred to move delivery grain from an off-water
        elevator into water facilities shall be borne by the party making
        delivery; PROVIDED that the party taking delivery presents water
        equipment clean and ready to load within fifteen calendar days from the
        time the grain has been made available.

        Official weights and official grades as loaded into the water equipment
        shall govern for delivery purposes.

        Delivery in the St. Louis-East St. Louis or Alton Switching Districts
        must be "in store" in regular elevators providing barge loading
        facilities and maintaining water depth equal to the average draft of the
        current barge loadings in the St. Louis-East St. Louis and Alton barge
        loading districts.

    D.      Soybeans. For the delivery of soybeans, regular warehouses may be
            located within the Chicago Switching District or within the Burns
            Harbor, Indiana Switching District (subject to the provisions of
            Paragraph A above), within the Toledo, Ohio Switching District, or
            within the St. Louis-East St. Louis or Alton Switching Districts
            See Regulation 10S81.01(13)-Location for January 2000 and subsequent
            Soybean futures contracts.

            Delivery in Toledo must be made "in store" in regular elevators
            providing water loading facilities and maintaining water depth equal
            to normal seaway draft of 27 feet. However, deliveries of soybeans
            may be made in off-water elevators within the Toledo, Ohio Switching
            District PROVIDED that the party making delivery makes the soybeans
            available upon call within five calendar days to load into water
            equipment at one water location within the Toledo, Ohio Switching
            District.  The party making delivery must declare within one
            business day after receiving warehouse receipts and loading orders
            the water location at which soybeans will be made available.  Any
            additional expense incurred to move delivery soybeans from an off-
            water elevator into water facilities shall be borne by the party
            making delivery; PROVIDED that the party taking delivery presents
            water equipment clean and ready to load within fifteen calendar days
            from the time the soybeans have been made available. Official
            weights and official grades as loaded into the water equipment shall
            govern for delivery  purposes.  See Regulation 10S81.01(13)-Location
            for January 2000 and subsequent Soybean futures contracts.

            Delivery in the St. Louis-East St. Louis or Alton Switching
            Districts must be "in store" in regular elevators providing barge
            loading facilities and maintaining water depth equal to the average
            draft of the current barge loadings in the St. Louis-East St. Louis
            and Alton barge loading districts.  See Regulation 10S81.01(13)-
            Location for January 2000 and subsequent Soybean futures contracts.

(14)  Billing



                                     1028


                         Ch10 Regularity of Warehouses
                         -----------------------------

    A.  Wheat, Corn, Soybeans and Oats (Chicago delivery). The Chicago
        warehouseman is not required to furnish transit billing on grain
        represented by warehouse receipt deliveries in Chicago, Illinois.
        Delivery shall be flat.

    B.  Oats (Minneapolis, St. Paul delivery).

        (1) When oats represented by warehouse receipts delivered in Minneapolis
            or St. Paul are ordered out for shipment by rail, it shall be the
            obligation of seller to furnish, no later than when cars are placed
            or constructively placed at the elevator, to the party taking
            delivery, inbound Freight Bills (rail tonnage or order equivalent
            truck or barge tonnage) protecting the applicable proportional rate
            applicable to Chicago from the warehouse in which the grain is
            located. The Freight Bills shall be for the kind and quantity of the
            commodity designated by the warehouse receipt and must permit such
            commodity to be shipped at the minimum proportional rate applicable
            to Chicago effective as of the date of shipment from point of origin
            shown by the Freight Bill.

            (a) Delivery at Minneapolis. When delivery is made at an elevator
                within the Minneapolis Switching District, such Freight Bills
                must permit one further free transit stop at interior transit
                points or be accompanied by a check to cover one such transit
                stop.

            (b) Delivery at St. Paul. When delivery is made at an elevator
                within the St. Paul Switching District, such Freight Bills must
                permit one further free transit stop at interior transit points,
                or be accompanied by a check to cover such transit stop, and in
                addition must also permit movement to industries within the
                switching limits of Minneapolis at no greater cost than the
                maximum switching charges between industries located with the
                switching limits of Minneapolis.

        (2) In lieu of the Freight Bills or order equivalent tonnage specified
            above, seller may furnish to the party taking delivery "short-rate"
            Freight Bills or make compensation as specified in Section (b).

            (a) "Short-rate" Freight Bills (which otherwise conform to the
                requirements of this Regulation). "Short-rate" Freight Bills
                shall be accompanied by a certified check, or other acceptable
                payment, in an amount equal to the difference between the
                freight charges which would be incurred in shipping the quantity
                of the commodity from Minneapolis to Chicago (based on the
                proportional rate applicable in connection with such "short-
                rate" Freight Bills) and the freight charges for such shipment
                based on the minimum proportional tariff rate applicable in
                connection with Freight Bills other than "short-rate" Freight
                Bills showing shipment from points of origin as of the same date
                as the "short-rate" Freight Bills furnished.

            (b) Compensation in Lieu of Freight Bills or order equivalent
                tonnage. A certified check or other acceptable payment may be
                substituted for Freight Bills provided it is in an amount equal
                to the difference between the freight charges which would be
                incurred in shipping the commodity from Minneapolis to Chicago
                based on the flat tariff rate effective as of the date of
                loading for rail shipment and the charges for such shipment
                based on the minimum proportional tariff rate effective as of
                the same date.

        (3) Due Bills issued by the Western Weighing and Inspection Bureau may
            be used when necessary in lieu of Freight Bills that conform to the
            provisions of this Regulation. Such Due Bills may be surrendered by
            the seller to the party loading out delivery grain by rail when such
            Freight Bills are not yet available because of the unloading of the
            commodity into an elevator during the last few days of the delivery
            month or on the delivery of "Track" grain. Such Due Bills shall
            specify the date, origin and rate of the Freight Bills in lieu of
            which they are issued and shall be completely filled out except for
            the signature.



                                     1029


        (4) The term Freight Bills as used in this Regulation means the recorded
            inbound paid Freight Bills, authorized duplicates thereof, or
            tonnage credit slips, conforming to the rules and regulations of
            Western Trunk Line Tariff No. 331-Z, Fred Ofcky, Agent, ICC No. A-
            4774, amendments thereto or reissues thereof.

    C.  Wheat (Toledo and St. Louis delivery). The warehouseman is not required
        to furnish transit billing on wheat represented by warehouse receipts
        delivery in Toledo, Ohio, St. Louis, Missouri, East St. Louis, Illinois,
        or Alton, Illinois.  Delivery shall be flat.

    D.  Corn (Toledo and St. Louis delivery). The warehouseman is not required
        to furnish transit billing on corn represented by warehouse receipts
        delivery in Toledo, Ohio, St. Louis, Missouri, East St. Louis, Illinois
        or Alton, Illinois. Delivery shall be flat.  See Regulation
        10C81.01(14)-Billing for March 2000 and subsequent Corn futures
        contracts.

    E.  Soybeans (Toledo and St. Louis delivery). The warehouseman is not
        required to furnish transit billing on soybeans represented by warehouse
        receipts delivery in Toledo, Ohio, St. Louis, Missouri, East St. Louis,
        Illinois, or Alton, Illinois.  Delivery shall be flat.  See Regulation
        10S81.01(14)-Billing for January 2000 and subsequent Soybean futures
        contracts.

    F.  Wheat, Corn, Soybeans and Oats (Burns Harbor Delivery). When grain
        represented by warehouse receipts delivered in Burns Harbor is ordered
        out for shipment by rail, it will be the obligation of the party making
        delivery to protect the Chicago rail rate, if lower, which would apply
        to the owner's destination had a like kind and quantity of grain
        designated on warehouse receipts been loaded out and shipped from a
        regular warehouse located in the Chicago Switching District. If grain is
        loaded out and shipped to an industry in the Chicago Switching District,
        the party making delivery will protect the minimum, crosstown switch
        charge in the Chicago Switching District.

        When rail loading orders are submitted, the party taking delivery shall
        state in writing if he elects to receive the applicable rail rates from
        Burns Harbor or Chicago. If the party taking delivery specifies Burns
        Harbor, the party making delivery will load rail cars at the Burns
        Harbor warehouse and will not be required to protect the Chicago rates.

        If the party taking delivery specifies Chicago rates, the party making
        delivery will declare on the day that the grain is ordered out for
        shipment by rail, the warehouse at which the grain will be made
        available, which is operated by the party making delivery and is located
        either in the Burns Harbor or the Chicago Switching Districts. If the
        declared warehouse is located in the Chicago Switching District, the
        party making delivery will provide only that billing specified in
        Regulation 1081.01(14)A.

        However, if the declared warehouse is located in Burns Harbor and the
        rail rate from Chicago or the minimum Chicago crosstown switch charge
        requires protection, the party making delivery will compensate the party
        taking delivery. The compensation shall be in an amount equivalent to
        the difference of the freight charges from Burns Harbor and the freight
        charges which would be applicable had the grain been loaded at and
        shipped from a warehouse located in the Chicago Switching District to
        the owner's destination.

(15) All applications for a declaration of regularity or for renewal of
     regularity, in an amount in excess of previously approved regularity will
     be subject to a diligent and prudent analysis by the Exchange to insure
     that the warehouseman or shipper meets all rules and regulations prescribed
     by the Board of Trade and that the grant of regularity for the requested
     storage capacity or maximum number of certificates allowed to be issued, or
     any part thereof, will not unduly distort the values of grain futures
     contracts or impair the efficacy of futures trading in these markets.

(16) Persons operating regular warehouses or shipping stations shall be subject
     to the Association's Rules and Regulations pertaining to arbitration
     procedures, as set forth in Chapter 6, and, with respect to compliance with
     Rules and Regulations pertaining to a warehouse's or shipper's regularity,
     shall be subject to the Association's Rules and Regulations pertaining to
     disciplinary procedures, as set forth in Chapter 5.

(17) Persons operating regular warehouses or shipping stations shall consent to
     the disciplinary



                                     1030


     jurisdiction of the Exchange for five years after such regularity lapses,
     for conduct pertaining to regularity which occurred while the warehouse or
     shipping station was regular. (12/01/00)

1081.01A  Inspection   - Chicago Elevators - Any Grain Warehouses in Chicago,
regular for the delivery of grain under the Rules and Regulations of the
Association, shall require inbound and outbound inspections as mandated by the
U.S. Grain Standards Act and/or the U.S. Warehouse Act.


Nothing herein shall negate the rights of persons shipping grain into or out of
such Warehouses to request and obtain on such grain official sample lot
inspections as defined in the U.S. Grain Standards Act, and such inspections or
any appeal therefrom, shall be the settlement grade.


When grain is delivered in satisfaction of warehouse or shipping certificate,
receipts, the holder of the warehouse receipts or shipping certificates shall be
entitled to an official sample lot inspection as defined in the U.S. Grain
Standards Act unless otherwise agreed. 3R  (03/01/00)

1081.01B  Billing When Grain is Loaded Out - The Board makes the following
interpretations:

1.  Is it then the obligation of the operator of the elevator to have such
    billing on hand backing all deliveries -or only (as the Regulation seems to
    state) when such grain is loaded out?

    The Regulations are explicit in stating that billing need be available when
    such grain is loaded out. The warehouseman makes the decision and takes the
    risk at the time of delivery and any time until the grain is ordered loaded
    if he does not have billing.

2.  What is meant by equities?

    Equities are defined in the Regulation and do not include values occasioned
    by changes in freight rates as they would apply to the outboard movement.
    43R  (09/01/94)

1081.01C  Car of Specified Capacity - Where a seller of an 80,000 Ib. capacity
car shows conclusively that an 80,000 Ib. capacity car was ordered, and the
railroad for its own convenience provided a 100,000 Ib. capacity car, the basis
for settlement should be the same as though an 80,000 Ib. capacity car had been
supplied. 14R   (09/01/94)

1082.00   Insurance - Grain covered by warehouse receipts tendered for delivery
must be insured against the contingencies provided for in a standard "All Risks"
policy (including earthquake) to such an extent and in such amounts as required
by the Board of Directors. It shall be the duty of the operators of all regular
warehouses to furnish the Exchange with either a copy of the current insurance
policy or policies, or a written confirmation from the insurance company that
such insurance has been effected. 292  (08/01/96)

1082.00A  Insurance - The warehouseman shall insure grain and soybeans covered
by warehouse receipts tendered for delivery against the contingencies provided
for in the standard "All Risks" policy (including earthquakes).  (09/01/94)

1083.00   Variation Allowed - Deliveries of grain in store may vary not more
than one percent from the quantity contracted for: provided, however, that no
lot in any one warehouse shall contain less than 5,000 bushels of any one grade.
291  (09/01/94)

1083.01   Excess or Deficiency in Quantity - In the load-out of grain from an
elevator or warehouse, the quantity of gross grain covered by the warehouse
receipt shall be loaded out, and any excess or deficiency between the quantity
of net grain loaded out and the quantity of net grain covered by the warehouse
receipt shall be paid for to or by (as the case may be) the elevator or
warehouse proprietor or manager at the average market price on the day of load-
out: the buyer to pay storage on the net weight covered by the warehouse
receipt. In the event that in the final out-turn there is a shortage in the
gross quantity called for in the receipt, the net quantity of grain required by
the receipt shall be the factor in settlement, and any variation therefrom in
the net amount of grain loaded out against the receipt shall be paid for by the
elevator or warehouse proprietor or manager to the owner of the receipt at the
average market price on the day of load-out.  In the load-out of grain the gross
quantity of grain, which includes dockage shall not exceed the net quantity by
more than one percent.



                                     1031


                         Ch10 Regularity of Warehouses
                         -----------------------------

1640  (09/01/94)

1084.01  Revocation, Expiration or Withdrawal of Regularity   - Any regular
warehouse or shipper may be declared by the Business Conduct Committee, or
pursuant to Regulation 540.10, the Hearing Committee to be irregular at any time
if it does not comply with the conditions above set forth. If the designation of
a warehouse or shipper as regular shall be revoked, a notice shall be posted on
the bulletin board announcing such revocation and also the period of time, if
any, during which the receipts or certificates issued by such house or shipper
shall thereafter be deliverable in satisfaction of futures contracts under the
Rules and Regulations.


In the event of revocation, expiration or withdrawal of regularity, or in the
event of sale or abandonment of the properties where regularity is not reissued,
holders of outstanding warehouse or shipping certificates receipts shall be
given thirty days to take load-out of the commodity from the facility. If a
holder of an outstanding warehouse receipt or shipping certificate chooses not
to take load-out during this period, the facility must provide him with another
warehouse receipt or shipping certificate at another, mutually acceptable
regular warehouse or shipping station, with adjustments for differences in
                                     -
contract differentials. Alternatively, if such warehouse receipt or shipping
certificate is unavailable, the facility must provide the holder with an
equivalent quantity and quality of the grain designated in the warehouse receipt
or shipping certificate at a mutually acceptable location. 1621  (03/01/00)

1085.01  Application for Declaration of Regularity   - All applications by
operators of warehouses for a declaration of regularity under Regulation 1081.01
shall be on the following form:



     WAREHOUSEMAN'S/SHIPPER'S APPLICATION FOR A DECLARATION OF REGULARITY
             UPON CONTRACTS FOR FUTURE DELIVERY UNDER THE CHARTER,
            RULES AND REGULATIONS OF THE BOARD OF TRADE OF THE CITY
            OF CHICAGO FOR THE DELIVERY OF________________________

                                               ________________, 20________
Board of Trade of the
City of Chicago
Chicago, Illinois
Gentlemen:
We, the_____________________________________________ (hereinafter called
the Warehouseman/Shipper) owner or lessee of the
warehouse _________________________________________________________________
located at________________________________________________________________
and/or shipping station located at mile marker _______________________________.
having a storage capacity of__________________________ bushels of grain
and/or applying for _______________ bushels as a registered total daily rate
of loading barges and having a bond under the United States Warehouse Act
___________________________________________________ in the sum of
__________________________ Dollarsand/or a designated letter of credit, do
hereby make application to the Board of Trade of the  City of Chicago
(hereinafter called Exchange) for a declaration of regularity to handle, and
to receive and store or issue Shipping Certificates for
______________________ for delivery upon contracts for future delivery for a
period beginning________________ and ending Midnight June 30,_______________.

                            Conditions of Regularity

Such declaration of regularity, if granted, shall be cancellable by the Exchange
whenever the following conditions shall not be observed.
1.  The Warehouseman/Shipper must:

    (1)  give such bonds and/or designated letter of credit to the Exchange as
         it may require.
    (2)  submit to the Exchange with such application for a declaration of
         regularity, a tariff listing in detail the rates for the handling and
         storage of grain; submit promptly to the Exchange all changes in said
         tariff, publish and display such tariff.
    (3)  remove no grain from the warehouse/shipping station save at the request
         of the owner or owners thereof upon surrender of the warehouse
         receipts/shipping certificates.
    (4)  notify the Exchange immediately of any change in capital ownership and
         of any reduction in total capital of 20 percent or more from the level
         reported in the last financial statement filed with the Exchange.
    (5)  make such reports, keep such records, and permit such warehouse
         visitation as the Secretary of Agriculture may prescribe; comply with
         all applicable Rules and Regulations and orders promulgated by the
         Secretary of Agriculture or the Government agency administering the
         Commodity Exchange Act; and comply with all requirements of the
         Exchange permitted or required by such Rules and Regulations or orders.
    (6)  maintain and furnish to all holders of warehouse
         receipts/shipping/certificates on grain tendered in satisfaction of
         futures contracts insurance as provided in Rule 1004.00.
    (7)  make application for renewal of a declaration of regularity in writing
         on or before May 1, 1994, and every even year thereafter.

2.  The Warehouse/Shipper must be:

    (1)  subject to the prescribed examination and approval of the Exchange.
    (2)  properly safeguarded and patrolled.



                                     1032


       (3) equipped to handle grain expeditiously.

3.  The Warehouse/Shipping Station and Warehouseman/Shipper must conform to the
    uniform requirements of the Exchange as to location, accessibility and
    suitability as may be prescribed in the Rules and Regulations of the
    Exchange.

                          AGREEMENTS OF WAREHOUSEMAN

The Warehouseman/Shipper expressly agrees:

(1) that all grain tendered in satisfaction of futures contracts shall be
    weighed by an Official Weigher. An Official Weigher shall be a person or
    agency approved by the Exchange.
(2) that all warehouse receipts/shipping certificates shall be registered with
    the Registrar of the Exchange.
(3) to abide by all of the Rules and Regulations of the Exchange relating to the
    warehousing or shipping of commodities deliverable in satisfaction of
    futures contracts and the delivery thereof in satisfaction of futures
    contracts.
(4) that the Exchange may cancel said declaration of regularity, if granted, for
    any breach of said agreements.
(5) that the signing of this application constitutes a representation that the
    conditions of regularity are complied with and will be observed during the
    life of the declaration of regularity and, if found to be untrue, the
    Exchange shall have the right to cancel said declaration of regularity
    immediately.
(6) to be subject to the Association's Rules and Regulations pertaining to
    arbitration procedures, as set forth in Chapter 6, and with respect to
    compliance with Rules and Regulations pertaining to regularity, to be
    subject to the Association's Rules and Regulations pertaining to
    disciplinary procedures, as set forth in Chapter 5; and to abide by and
    perform any disciplinary decision imposed upon it or any arbitration award
    issued against it pursuant to such Rules and Regulations.
(7) to consent to the disciplinary jurisdiction of the exchange for five years
    after regularity lapses for conduct pertaining to regularity which occurred
    while the warehouse/shipper was regular.



                                                         _______________________
                                                                  Company
                                                       By_______________________
                                                                   Title
Bond in the amount of________________ duly filed         _______________________
                                                                   Date
                                                         _______________________
                                                                 Secretary

This application is approved and a declaration of regularity is granted by the
Board of Trade of the City of Chicago.
_________________________________
Date
                                                         _______________________
                                                                 Secretary
                                                             1622  (03/01/00)

1086.01  Federal Warehouses - In compliance with Section 5a, subparagraph (7)
of Commodity Exchange Act, receipts for grain stored in elevators (listed as
Federally licensed in Appendices 10A, 10B, 10C, 10D and 10E) licensed under the
United States Warehouse Act of August 11, 1916, as amended will be deliverable
in satisfaction of futures contracts. 1829  (09/01/94)



                                     1033




=======================================================================================
Chapter 10C
Corn Futures
=======================================================================================
                                                                               
     Ch10C Trading Conditions.....................................................1002C
         C1001.01  Application of Regulations.....................................1002C
         C1004.01  Unit of Trading................................................1002C
         C1005.01  Months Traded in...............................................1002C
         C1006.01  Price Basis....................................................1002C
         C1007.01  Hours of Trading...............................................1002C
         C1008.01  Trading Limits.................................................1002C
         C1009.01  Last Day of Trading............................................1002C
         C1010.01  Margin Requirements............................................1002C
         C1012.01  Position Limits and Reportable Positions.......................1002C

     Ch10C Delivery Procedures....................................................1003C
         C1036.00  Grade Differentials............................................1003C
         C1036.01  Location Differentials.........................................1003C
         C1038.01  Grades.........................................................1003C
         C1041.01  Delivery Points................................................1003C
         C1043.01  Deliveries.....................................................1003C
         C1043.02  Registration of Corn Shipping Certificates.....................1003C
         C1046.01  Location for Buying or Selling Delivery Instruments............1005C
         C1047.01  Delivery Notices...............................................1005C
         C1048.01  Method of Delivery.............................................1005C
         C1049.01  Time of Delivery, Payment, Form of Delivery Notice.............1005C
         C1049.02  Time of Issuance of Delivery Notice............................1005C
         C1049.03  Buyer's Report of Eligibility to Receive Delivery..............1005C
         C1049.04  Seller's Invoice to Buyers.....................................1005C
         C1049.05  Payment........................................................1005C
         C1050.01  Duties of Members..............................................1005C
         C1051.01  Office Deliveries Prohibited...................................1005C
         C1054.01  Failure to Accept Delivery.....................................1005C
         C1056.01  Payment of Premium Charges.....................................1005C

     Ch10C Regularity of Issuers of Shipping Certificates.........................1007C
         C1081.01  Regularity of Warehouses and Issuers of Shipping Certificates..1007C
         C1081.01A Inspection.....................................................1009C
         C1081.01B Billing When Grain is Loaded Out...............................1009C
         C1081.01C Car of Specified Capacity......................................1009C
         C1082.01  Insurance......................................................1009C
         C1083.01  Variation Allowed..............................................1009C
         C1083.02  Excess or Deficiency in Quantity...............................1009C
         C1084.01  Revocation, expiration or Withdrawal of Regularity.............1009C
         C1085.01  Application for Declaration of Regularity......................1009C
         C1086.01  Federal Warehouses.............................................1009C


                                     1001C


================================================================================
Chapter 10C
Corn Futures
================================================================================

Ch10C  Trading Conditions

C1001.01  Application of Regulations - Transactions in Corn futures shall be
subject to the General Rules of the Association as far as applicable and shall
also be subject to Regulations contained in this chapter which are exclusively
applicable to trading in Corn. (08/01/98)

C1004.01 Unit of Trading - (see 1004.00) (08/01/98)

C1005.01 Months Traded in - (see 1005.01A) (08/01/98)

C1006.01 Price Basis - (see 1006.00 and 1006.01) (08/01/98)

C1007.01 Hours of Trading - (see 1007.00 and 1007.02) (08/01/98)

C1008.01 Trading Limits - (see 1008.01 and 1008.02) (08/01/98)

C1009.01 Last Day of Trading - (see 1009.02) (08/01/98)

C1010.01 Margin Requirements - (see 431.03) (08/01/98)

C1012.01 Position Limits and Reportable Positions - (see 425.01) (08/01/98)

                                     1002C


Ch10C  Delivery Procedures

C1036.00  Grade Differentials - (see 1036.00) (08/01/98)

C1036.01  Location Differentials - Corn for shipment from regular shipping
stations located within the Chicago Switching District or the Burns Harbor,
Indiana Switching District may be delivered in satisfaction of Corn futures
contracts at contract price, subject to the differentials for class and grade
outlined above. Corn for shipment from regular shipping stations located within
the Lockport-Seneca Shipping District may be delivered in satisfaction of Corn
futures contracts at a premium of 2 cents per bushel over contract price,
subject to the differentials for class and grade outlined above. Corn for
shipment from regular shipping stations located within the Ottawa-Chillicothe
Shipping District may be delivered in satisfaction of Corn futures contracts at
a premium of 2 1/2 cents per bushel over contract price, subject to the
differentials for class and grade outlined above. Corn for shipment from regular
shipping stations located within the Peoria-Pekin Shipping District may be
delivered in satisfaction of Corn futures contracts at a premium of 3 cents per
bushel over contract price, subject to the differentials for class and grade
outlined above. (08/01/98)

C1038.01  Grades- (see 1038.00 and 1038.01) (08/01/98)

*C1041.01 Delivery Points - Corn Shipping Certificates shall specify shipment
from one of the warehouses or shipping stations currently regular for delivery
and located in one of the following territories:

     A.   Chicago and Burns Harbor, Indiana Switching District - When used in
          these Rules and Regulations, the Chicago Switching District will be
          that area geographically defined by Tariff ICC WTL 8020-Series and
          that portion of the Illinois Waterway at or above river mile 304 which
          includes the Calumet Sag Channel and the Chicago Sanitary & Ship
          Canal. When used in these Rules and Regulations, Burns Harbor, Indiana
          Switching District will be that area geographically defined by the
          boundaries of Burns Waterway Harbor at Burns Harbor, Indiana which is
          owned and operated by the Indiana Port Commission.

     B.   Lockport-Seneca Shipping District - When used in these Rules and
          Regulations, the Lockport-Seneca Shipping District will be that
          portion of the Illinois Waterway below river mile 304 at the junction
          of the Calumet Sag Channel and the Chicago Sanitary & Ship Canal and
          above river mile 244.6 at the Marseilles Lock and Dam. [Shipping
          stations within the Lockport-Seneca District must deliver 5,000 bushel
          shipping certificates of a like kind and quality of grain in multiples
          of 55,000 bushels against the futures contracts.]

     C.   Ottawa-Chillicothe Shipping District - When used in these Rules and
          Regulations, the Ottawa-Chillicothe Shipping District will be that
          portion of the Illinois Waterway below river mile 244.6 at the
          Marseilles Lock and Dam and at or above river mile 170 between
          Chillicothe and Peoria, IL. [Shipping stations within the Ottawa-
          Chillicothe Shipping District must deliver 5,000 bushel shipping
          certificates of a like kind and quality of grain in multiples of
          55,000 bushels against the futures contracts.]

     D.   Peoria-Pekin Shipping District - When used in these Rules and
          Regulations, the Peoria-Pekin Shipping District will be that portion
          of the Illinois Waterway below river mile 170 between Chillicothe and
          Peoria, IL and at or above river mile 151 at Pekin, IL. [Shipping
          stations within the Peoria-Pekin Shipping District must deliver 5,000
          bushel shipping certificates of a like kind and quality of grain in
          multiples of 55,000 bushels against the futures contracts.] (12/01/00)

*Deletions bracketed for November 2001 and subsequent contracts.

C1043.01  Deliveries by Corn Shipping Certificate - (see 1043.01) (08/01/98)

C1043.02  Registration of Corn Shipping Certificates - (see 1043.02) (08/01/98)

                                     1003C


proper designation, indicating shipping station.

                     BOARD OF TRADE OF THE CITY OF CHICAGO
  CORN SHIPPING CERTIFICATE FOR DELIVERY IN SATISFACTION OF CONTRACT FOR 5,000
                                BUSHELS OF CORN

The certificate not valid unless registered by the Registrar of the Board of
Trade of the City of Chicago.
________________________________________________________________________________
____________________________________________Corn
                              (grade)
Shipping Station
of______________________________________________________________________________
__________________________
Located at
________________________________________________________________________________
_____________________________________
Registered total daily rate of loading of ___________________________________
bushels.

Total rate of loading per day shall be in accordance with Regulation 1081.01
(12).  A premium charge of $ ________ cents per bushel per calendar day for
each day is to be assessed starting the day after registration by the Registrar
of this Certificate through the business day loading is complete.
For value received and receipt of this document properly endorsed and lien for
payment of premium charges the undersigned shipper, regular for delivery under
the Rules and Regulations of the Board of Trade of the City of Chicago, hereby
agrees to deliver 5,000 bushels of Corn in bulk conforming the standards of the
Board of Trade of the City of Chicago and ship said Corn in accordance with
orders of the lawful owner of this document and in accordance with Rules and
Regulations of the Board of Trade of the City of Chicago. Delivery shall be by
water or rail conveyance according to the registered loading capability of the
shipper.

        Signed at ____________________________________________________     this
_________________________________________________________
        day of    ________________________________, 20 ______________
        --  Chicago, IL or Burns Harbor, IN Switching District
        --  Lockport-Seneca Shipping District
        --  Ottawa-Chillicothe Shipping District
        --  Peoria-Pekin Shipping District
By ______________________________________________________
             Authorized Signature of Issuer
        Registration date _________________________________
        Registration's Number _______________________________________

                                     1004C


                 Registrar for Corn
              Board of Trade of the City of Chicago
Registration canceled for purpose of shipment of Corn by owner of certificate or
by issuer of certificate for purpose of withdrawal of certificate.
        Cancellation                                                        Date
__________________________________________________________________
                       (Registrar)
All premium charges have been paid on Corn covered by this certificate from date
of registration, not counting date of registration but counting date of payment.
        Date ______________________ by ______________________________
        Date ______________________ by ______________________________
        Date ______________________ by ______________________________
        Date ______________________ by ______________________________
Delivery of this Corn Shipping Certificate to issuer is conditioned upon loading
of Corn in accordance with Rules and Regulations of the Board of Trade of the
City of Chicago and a lien is claimed until all loadings are complete and proper
shipping documents presented accompanying demand draft for freight and premium
charges due which I (we) agree to honor upon presentation.
______________________________________________________________

          Owner of this Corn Shipping
     Certificate or his duly authorized agent
           Date _________________, 20____________ (03/01/00)

C1046.01  Location for Buying or Selling Delivery - (see 1046.00A) (08/01/98)
          Instruments

C1047.01  Delivery Notices - (see 1047.01) (08//01/98)

C1048.01  Method of Delivery - (see 1048.01) (08/01/98)

C1049.01  Time of Delivery, Payment, Form of Delivery - (see 1049.00) (08/01/98)
          Notice

C1049.02  Time of Issuance of Delivery Notice - (see 1049.01) (08/01/98)

C1049.03  Buyer's Report of Eligibility to Receive Delivery' - (see 1049.02)
          (08/01/98)

C1049.04  Seller's Invoice to Buyers' - (see 1049.03) (08/01/98)

C1049.05  Payment - (see 1049.04) (08/01/98)

C1050.01  Duties of Members - (see 1050.00) (08/01/98)

C1051.01  Office Deliveries Prohibited - (see 1051.01)

C1054.01  Failure to Accept Delivery - (see 1054.00 and 1054.00A) (08/01/98)

*C1056.01 Payment of Premium Charges - To be valid for delivery on futures
contracts, all shipping certificates covering Corn under obligation for shipment
must indicate the applicable premium charge. No shipping certificates shall be
valid for delivery on futures contracts unless the premium charges on such Corn
shall have been paid up to and including the 18th calendar day of the preceding
month, and such payment endorsed on the shipping certificate. Unpaid accumulated
premium charges at the posted rate applicable to the warehouse or shipping
station where the grain under obligation for shipment shall be allowed and
credited to the buyer by the seller to and including day of delivery. Further,
no shipping certificate shall be valid for delivery if the shipping certificate
has expired prior to delivery or has an expiration date in the month in which
delivered.
If premium charges are not paid on-time up to and including the 18th calendar
day preceding the delivery months of March, July and September and by the first
calendar day of each of these delivery months, a late charge will apply. The
late charge will be an amount equal to the total unpaid accumulated premium
charges rate multiplied by the "prime interest rate" in effect on the day that
the accrued premium charges are paid plus a penalty of 5 percentage points, all
multiplied by the number of calendar days that premium is overdue, divided by
360 days. The terms "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois. The First National Bank of Chicago,
Harris Trust & Savings Bank, and the Northern Trust Company.

[The premium charges on Corn for delivery from regular shippers within the
Chicago switching district or the Burns Harbor, Indiana Switching District shall
not exceed 12/100 of one cent per bushel per day.]

                                     1005C


[The premium charges on Corn for delivery from regular shippers within the
Lockport-Seneca Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

[The premium charges on Corn for delivery from regular shippers within the
Ottawa-Chillicothe Shipping District shall not exceed 10/100 of one cent per
bushel per day.]

[The premium charges on Corn for delivery from regular shippers within the
Ottawa-Chillicothe Shipping District shall not exceed 10/100 of one cent per
bushel per day.]

[The premium charges on Corn for delivery from regular shippers within the
Peoria-Pekin Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

The premium charges on Corn for delivery from regular shippers shall not exceed
-------------------------------------------------------------------------------
15/100 of one cent per bushel per day.  (12/01/00)
--------------------------------------

*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.

                                     1006C


Ch10C  Regularity of Issuers of Shipping Certificates

*C1081.01 Regularity of Warehouses and Issuers of Shipping Certificates -Persons
operating grain warehouses or shippers who desire to have such warehouses or
shipping stations made regular for the delivery of grain under the Rules and
Regulations shall make application for an initial Declaration of Regularity on a
form prescribed by the Exchange prior to May 1, 1994, and every even year
thereafter, for a two-year term beginning July 1, 1994, and every even year
thereafter, and at any time during a current term for the balance of that term.
Regular grain warehouses or shippers who desire to increase their regular
capacity during a current term shall make application for the desired amount of
total regular capacity on the same form. Initial regularity for the current term
and increases in regularity shall be effective either thirty days after a notice
that a bona fide application has been received is posted on the floor or the
exchange, or the day after the application is approved by the Exchange,
whichever is later. Applications for a renewal of regularity shall be made prior
to May 1, 1994, and every even year thereafter, for the respective years
beginning July 1, 1994, and every even year thereafter, and shall be on the same
form.

     The following shall constitute the requirements and conditions for
     regularity:

     (1)  The warehouse or shipping station making application shall be
          inspected by the Registrar or the United States Department of
          Agriculture. Where application is made to list as regular a warehouse
          which is not regular at the time of such application, the applicant
          may be required to remove all grain from the warehouse and to permit
          the warehouse to be inspected and the grain graded, after which such
          grain may be returned to the warehouse and receipts issued therefor.

     The operator of a shipping station issuing Corn Shipping Certificates shall
          limit the number of Shipping Certificates issued to an amount not to
          exceed:

          (a)  [30] 20 times his registered total daily rate of loading barges,
                    --
               or in the case of Chicago, Illinois and Burns Harbor, Indiana
               -------------------------------------------------------------
               Switching Districts, his registered storage capacity,
               -----------------------------------------------------

          (b)  and a value greater than 25 percent of the operator's net
               ---
               worth[,] .
                        -

          [(c) and in the case of Chicago, Illinois and Burns Harbor, Indiana
               Switching Districts only, his registered storage capacity.]

The shipper issuing Corn Shipping Certificates shall register his total daily
          rate of loading barges at his maximum 8 hour loadout capacity in
          amount not less than:

     (a)  one barge per day at each shipping station within the Lockport-Seneca
          Shipping District, within the Ottawa-Chillicothe Shipping District,
          within the Peoria-Pekin Shipping District, within the Havana-Grafton
          Shipping District, and within the St. Louis-East St. Louis and Alton
          Switching Districts, and

     (b)  three barges per day at each shipping station in the Chicago, Illinois
          and Burns Harbor, Indiana Switching District.

     (2)  Shippers located in the Chicago, Illinois and Burns Harbor, Indiana
          Switching District shall be connected by railroad tracks with one or
          more railway lines.

10C81.01(3) through 10C81.01(12)G(8) - (see 1081.01(3) through 1081.01(12)G(8))


*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.

                                     1007C


10C81.01(12)G(9) In the event that it has been announced that river traffic will
be obstructed for a period of fifteen days or longer as a result of one of the
conditions of impossibility listed in regulation 1081.01(12)(G)(8) and in the
event that the obstruction will affect a majority of regular shipping stations,
then the following barge load-out procedures for Corn shall apply to shipping
stations upriver from the obstruction:


          (a)  The maker and taker of delivery may negotiate mutually agreeable
               terms of performance.

          (b)  If the maker and/or the taker elect not to negotiate mutually
               agreeable terms of performance, then the maker is obligated to
               provide the same quantity and like quality of grain pursuant to
               the terms of the shipping certificate(s) with the following
               exceptions and additional requirements:

               (i)    The maker must provide loaded barge(s) to the taker on the
                      Illinois River between the lowest closed lock and St.
                      Louis, inclusive, or on the Mid-Mississippi River between
                      Lock 11 at Dubuque, Iowa and St. Louis, inclusive.

               (ii)   The loaded barge(s) provided to the taker must have a
                      value equivalent to C.I.F. NOLA, with the maker of
                      delivery responsible for the equivalent cost, insurance
                      and freight.

               (iii)  The taker of delivery shall pay the maker 18 cents per
                      bushel for Chicago and Burns Harbor Switching District
                      shipping certificates, 16 cents per bushel for Lockport-
                      Seneca District shipping certificates, 15 1/2 cents per
                      bushel for Ottawa-Chillicothe District shipping
                      certificates, and 15 cents per bushel for Peoria-Pekin
                      District shipping certificates, as a reimbursement for the
                      cost of barge freight.

               (c)    In the event that the obstruction or condition of
                      impossibility listed in regulation 1081.01(12)(G)(8) will
                      affect a majority of regular shipping stations, but no
                      announcement of the anticipated period of obstruction is
                      made, then shipment may be delayed for the number of days
                      that such impossibility prevails.

10C81.01(13) Location - For the delivery of Corn, regular warehouses or shipping
stations may be located within the Chicago Switching District or within the
Burns Harbor, Indiana Switching District or within the Lockport-Seneca Shipping
District or within the Ottawa-Chillicothe Shipping District or within the
Peoria-Pekin Shipping District.

          No such warehouse or shipping station within the Chicago Switching
District shall be declared regular unless it is conveniently approachable by
vessels of ordinary draft and has customary shipping facilities. Ordinary draft
shall be defined as the lesser of (1) channel draft as recorded in the Lake
Calumet Harbor Draft Gauge, as maintained by the Corps of Engineers, U.S. Army,
minus one (1) foot, or (2) 20 feet.

Delivery in Burns Harbor must be made "in store" in regular elevators or by
shipping certificate at regular shipping stations providing water loading
facilities and maintaining water depth equal to normal seaway draft of 27 feet.

In addition, deliveries of grain may be made in regular elevators or shipping
stations within the Burns Harbor Switching District PROVIDED that:

          (a)  When grain represented by shipping certificates is ordered out
               for shipment by a barge, it will be the obligation of the party
               making delivery to protect the barge freight rate from the
               Chicago Switching District (i.e. the party making delivery and
               located in the Burns Harbor Switching District will pay the party
               taking delivery an amount equal to all expenses for the movement
               of the barge from the Chicago Switching District, to the Burns
               Harbor Switching District and the return movement back to the
               Chicago Switching District).

                                     1008C


           If inclement weather conditions make the warehouse or shipping
           station located in the Burns Harbor Switching District unavailable
           for barge loadings for a period of five or more calendar days, the
           party making delivery will make grain available on the day following
           this five calendar day period to load into a barge at one mutually
           agreeable water warehouse or shipping station located in the Chicago
           Switching District; PROVIDED that the party making delivery is
           notified on the first day of that five-day period of inclement
           weather that the barge is available for movement but cannot be moved
           from the Chicago Switching District to the Burns Harbor Switching
           District, and is requested on the last day of this five day calendar
           period in which the barge cannot be moved.

      (b)  When grain represented by shipping certificates is ordered out for
           shipment by vessel, and the party taking delivery is a recipient of a
           split delivery of grain between a warehouse or shipping station
           located in Burns Harbor and a warehouse or shipping station in
           Chicago, and the grain in the Chicago warehouse or shipping station
           will be loaded onto this vessel; it will be the obligation of the
           party making delivery at the request of the party taking delivery to
           protect the holder of the shipping certificates against any
           additional charges resulting from loading at one berth in the Burns
           Harbor Switching District and at one berth in the Chicago Switching
           District as compared to a single berth loading at one location. The
           party making delivery, at his option, will either make the grain
           available at one water warehouse or shipping station operated by the
           party making delivery and located in the Chicago Switching District
           for loading onto the vessel, make grain available at the warehouse or
           shipping station in Burns Harbor upon the surrender of shipping
           certificates issued by other regular elevators or shipping stations
           located in the Chicago Switching District at the time vessel loading
           orders are issued, or compensate the party taking delivery in an
           amount equal to all applicable expenses, including demurrage charges,
           if any, for the movement of the vessel between a berth in the other
           switching district. On the day that the grain is ordered out for
           shipment by vessel, the party making delivery will declare the
           regular warehouse or shipping station in which the grain will be
           available for loading.

           Delivery within the Lockport-Seneca Shipping District or within the
           Ottawa-Chillicothe Shipping District or within the Peoria-Pekin
           Shipping District or within the Havana-Grafton Shipping District must
           be made at regular shipping stations providing water loading
           facilities and maintaining water depth equal to the draft of the
           Illinois River maintained by the Corps of Engineers.

10C81.01(14) Billing - (see 1081.01(14)A and 1081.01(14)F)

10C81.01(15) through 10C81.01(17) - (see 1081.01(15) through 1081.01(17))
(12/01/00)

C1081.01A Inspection - (see 1081.01A) (08/01/98)

C1081.01B Billing When Grain is Loaded Out - (see 1081.01B) (08/01/98)

C1081.01C Car of Specified Capacity - (see 1081.01C) (08/01/98)

C1082.01  Insurance - (see 1082.00) (08/01/98)

C1083.01  Variation Allowed - (see 1083.00) (08/01/98)

C1083.02  Excess or Deficiency in Quantity - (see 1083.01) (08/01/98)

C1084.01  Revocation, Expiration or Withdrawal of Regularity - (see 1084.01)
(08/01/98)

C1085.01  Application for Declaration of Regularity - (see 1085.01) (08/01/98)

C1086.01  Federal Warehouses - (see 1086.01) (08/01/98)

                                    1009C



=============================================================================================
Chapter 10S
Soybean Futures
=============================================================================================
                                                                                     
     Ch10S Trading Conditions.......................................................... 1001S
         S1001.01   Application of Regulations......................................... 1001S
         S1004.01   Unit of Trading.................................................... 1001S
         S1005.01   Months Traded in................................................... 1001S
         S1006.01   Price Basis........................................................ 1001S
         S1007.01   Hours of Trading................................................... 1001S
         S1008.01   Trading Limits..................................................... 1001S
         S1009.01   Last Day of Trading................................................ 1001S
         S1010.01   Margin Requirements................................................ 1001S
         S1012.01   Position Limits and Reportable Positions........................... 1001S

     Ch10S Delivery Procedures......................................................... 1002S
         S1036.00   Grade Differentials................................................ 1002S
         S1036.01   Location Differentials............................................. 1002S
         S1038.01   Grades............................................................. 1002S
         S1041.01   Delivery Points.................................................... 1002S
         S1043.01   Deliveries......................................................... 1003S
         S1043.02   Registration of Soybean Shipping Certificates...................... 1003S
         S1046.01   Location for Buying or Selling Delivery Instruments................ 1004S
         S1047.01   Delivery Notices................................................... 1004S
         S1048.01   Method of Delivery................................................. 1004S
         S1049.01   Time of Delivery, Payment, Form of Delivery Notice................. 1004S
         S1049.02   Time of Issuance of Delivery Notice................................ 1004S
         S1049.03   Buyer's Report of Eligibility to Receive
                    Delivery........................................................... 1004S
         S1049.04   Seller's Invoice to Buyers......................................... 1004S
         S1049.05   Payment............................................................ 1004S
         S1050.01   Duties of Members.................................................. 1004S
         S1051.01   Office Deliveries Prohibited....................................... 1004S
         S1054.01   Failure to Accept Delivery......................................... 1004S
         S1056.01   Payment of Premium Charges......................................... 1004S

     Ch10S Regularity of Issuers of Shipping........................................... 1006S
         S1081.01   Regularity of Warehouses and Issuers of Shipping Certificates...... 1006S
         S1081.01A  Inspection......................................................... 1008S
         S1081.01B  Billing When Grain is Loaded Out................................... 1008S
         S1081.01C  Car of Specified Capacity.......................................... 1008S
         S1082.01   Insurance.......................................................... 1008S
         S1083.01   Variation Allowed.................................................. 1008S
         S1083.02   Excess or Deficiency in Quantity................................... 1008S
         S1084.01   Revocation, expiration or Withdrawal of Regularity................. 1008S
         S1085.01   Application for Declaration of Regularity.......................... 1008S
         S1086.01   Federal Warehouses................................................. 1009S


                                    1001S


================================================================================
Chapter 10S
Soybean Futures
================================================================================

Ch10S Trading Conditions

S1001.01  Application of Regulations - Transactions in Soybean futures shall be
subject to the General Rules of the Association as far as applicable and shall
also be subject to Regulations contained in this chapter which are exclusively
applicable to trading in Soybeans.

S1004.01 Unit of Trading -(see 1004.00) (08/01/98)

S1005.01  Months Traded in - (see 1005.01A) (08/01/98)

S1006.01  Price Basis - (see 1006.00 and 1006.01) (08/01/98)

S1007.01  Hours of Trading - (see 1007.00 and 1007.02) (08/01/98)

S1008.01  Trading Limits - (see 1008.01 and 1008.02) (08/01/98)

S1009.01  Last Day of Trading - (see 1009.02) (08/01/98)

S1010.01  Margin Requirements - (see 431.03) (08/01/98)

S1012.01  Position Limits and Reportable Positions - (see 425.01) (08/01/98)

                                     1001S


                           Ch10S Delivery Procedures
                          -------------------------

S1036.00    Grade Differentials - (see 1036.00) (08/01/98)

S1036.01    Location Differentials - Soybeans for shipment from regular
shipping stations located within the Chicago Switching District or the Burns
Harbor, Indiana Switching District may be delivered in satisfaction of
Soybean futures contracts at contract price, subject to the differentials for
class and grade outlined above. Soybeans for shipment from regular shipping
stations located within the Lockport-Seneca Shipping District may be
delivered in satisfaction of soybean futures contracts at a premium of 2
cents per bushel over contract price, subject to the differentials for class
and grade outlined above. Soybeans for shipment from regular shipping
stations located within the Ottawa-Chillicothe Shipping District may be
delivered in satisfaction of Soybean futures contracts at a premium of 2 1/2
cents per bushel over contract price, subject to the differentials for class
and grade outlined above. Soybeans for shipment from regular shipping
stations located within the Peoria-Pekin Shipping District may be delivered
in satisfaction of Soybean futures contracts at a premium of 3 cents per
bushel over contract price, subject to the differentials for class and grade
outlined above. Soybeans for shipment from regular shipping stations located
within the Havana-Grafton Shipping District may be delivered in satisfaction
of soybean futures contracts at a premium of 3 1/2 cents per bushel over
contract price, subject to the differentials for class and grade outlined
above. Soybeans for shipment from regular shipping stations located in the
St. Louis-East St. Louis and Alton Switching Districts may be delivered in
satisfaction of Soybean futures contracts at a premium of 6 cents per bushel
over contract price, subject to the differentials for class and grade
outlined above. (08/01/98)


S1038.01  Grades - (see 1038.00 and 1038.01) (08/01/98)

*S1041.01 Delivery Points - Soybean Shipping Certificates shall specify shipment
from one of the warehouses or shipping stations currently regular for delivery
and located in one of the following territories:

     A.   Chicago and Burns Harbor, Indiana Switching District - When used in
          these Rules and Regulations, the Chicago Switching District will be
          that area geographically defined by Tariff ICC WTL 8020-Series and
          that portion of the Illinois Waterway at or above river mile 304 which
          includes the Calumet Sag Channel and the Chicago Sanitary & Ship
          Canal.  When used in these Rules and Regulations, Burns Harbor,
          Indiana Switching District will be that area geographically defined by
          the boundaries of Burns Waterway Harbor at Burns Harbor, Indiana which
          is owned and operated by the Indiana Port Commission.

     B.   Lockport-Seneca Shipping District - When used in these Rules and
          Regulations, the Lockport-Seneca Shipping District will be that
          portion of the Illinois Waterway below river mile 304 at the junction
          of the Calumet Sag Channel and the Chicago Sanitary & Ship Canal and
          above river mile 244.6 at the Marseilles Lock and Dam.  [Shipping
          stations within the Lockport-Seneca District must deliver  5,000
          bushel shipping certificates of a like kind and quality of grain in
          multiples of 55,000 bushels against the futures contracts.]


C.        Ottawa-Chillicothe Shipping District - When used in these Rules and
          Regulations, the Ottawa-Chillicothe Shipping District will be that
          portion of the Illinois Waterway below river mile 244.6 at the
          Marseilles Lock and Dam and at or above river mile 170 between
          Chillicothe and Peoria, IL. [Shipping stations within the Ottawa-
          Chillicothe Shipping District must deliver 5,000 bushel shipping
          certificates of a like kind and quality of grain in multiples of
          55,000 bushels against the futures contracts.]

*Deletions bracketed for November 2001 and subsequent contracts.

                                     1002S


                           Ch10S Delivery Procedures
                          -------------------------


     D.   Peoria-Pekin Shipping District - When used in these Rules and
          Regulations, the Peoria-Pekin Shipping District will be that portion
          of the Illinois Waterway below river mile 170 between Chillicothe and
          Peoria, IL and at or above river mile 151 at Pekin, IL.  [Shipping
          stations within the Peoria-Pekin Shipping District must deliver 5,000
          bushel shipping certificates of a like kind and quality of grain in
          multiples of 55,000 bushels against the futures contracts.]

     E.   Havana-Grafton Shipping District - When used in these Rules and
          Regulations, the Havana-Grafton Shipping District will be that portion
          of the Illinois Waterway below river mile 151 at Pekin, IL to river
          mile 0 at Grafton, IL.  [Shipping stations within the Havana-Grafton
          Shipping District must deliver 5,000 bushel shipping certificates of a
          like kind and quality of grain in multiples of 55,000 bushels against
          the futures contracts.]

     F.   St. Louis-East St. Louis and Alton Switching Districts - When used in
          these Rules and Regulations, St. Louis-East St. Louis and Alton
          Switching Districts will be that portion of the upper Mississippi
          River below river mile 218 at Grafton, IL and above river mile 170 at
          Jefferson Barracks Bridge in south St. Louis, MO.  [Shipping stations
          on the St. Louis-East St. Louis and Alton Switching Districts must
          deliver 5,000 bushel shipping certificates of a like kind and quality
          of grain in multiples of 55,000 bushels against the futures
          contracts.]  (12/01/00)

S1043.01  Deliveries by Soybean Shipping Certificate - (see 1043.01)  (08/01/98)

S1043.02  Registration of Soybean Shipping Certificates - (see 1043.02)
(08/01/98)

S1044.01  Certificate Format - The following form of Soybean Shipping
Certificate shall be used with proper designation, indicating shipping station.

                                     1003S


                           Ch10S Delivery Procedures
                          -------------------------

S1046.01  Location for Buying or Selling Delivery Instruments - (see 1046.00A)
(08/01/98)

S1047.01  Delivery Notices - (see 1047.01) (08//01/98)

S1048.01  Method of Delivery - (see 1048.01) (08/01/98)

S1049.01  Time of Delivery, Payment, Form of Delivery Notice - (see 1049.00)
(08/01/98)

S1049.02  Time of Issuance of Delivery Notice - (see 1049.01) (08/01/98)

S1049.03  Buyer's Report of Eligibility to Receive Delivery - (see 1049.02)
(08/01/98)

S1049.04  Seller's Invoice to Buyers - (see 1049.03) (08/01/98)

S1049.05  Payment - (see 1049.04) (08/01/98)

S1050.01  Duties of Members - (see 1050.00) (08/01/98)

S1051.01  Office Deliveries Prohibited - (see 1051.01)

S1054.01  Failure to Accept Delivery - (see 1054.00 and 1054.00A) (08/01/98)

*S1056.01 Payment of Premium Charges - To be valid for delivery on futures
contracts, all shipping certificates covering Soybeans under obligation for
shipment must indicate the applicable premium charge. No shipping certificates
shall be valid for delivery on futures contracts unless the premium charges on
such Soybeans shall have been paid up to and including the 18th calendar day of
the preceding month, and such payment endorsed on the shipping certificate.
Unpaid accumulated

                                     1004S


                           Ch10S Delivery Procedures
                           -------------------------

premium charges at the posted rate applicable to the warehouse or shipping
station where the grain under obligation for shipment shall be allowed and
credited to the buyer by the seller to and including day of delivery. Further,
no shipping certificate shall be valid for delivery if the shipping certificate
has expired prior to delivery or has an expiration date in the month in which
delivered.


If premium charges are not paid on-time up to and including the 18th calendar
day preceding the delivery months of March, July and September and by the first
calendar day of each of these delivery months, a late charge will apply.  The
late charge will be an amount equal to the total unpaid accumulated premium
charges rate multiplied by the "prime interest rate" in effect on the day that
the accrued premium charges are paid plus a penalty of 5 percentage points, all
multiplied by the number of calendar days that premium is overdue, divided by
360 days. The terms "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois, Bank one, Harris Trust & Savings Bank,
and the Northern Trust Company.

[The premium charges on Soybeans for delivery from regular shippers within the
Chicago switching district or the Burns Harbor, Indiana Switching District shall
not exceed 12/100 of one cent per bushel per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Lockport-Seneca Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Ottawa-Chillicothe Shipping District shall not exceed 10/100 on one cent per
bushel per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Peoria-Pekin Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Havana-Grafton Shipping District shall not exceed 10/100 of one cent per
bushel.]

[The premium charges on Soybeans for delivery from regular shippers in the St.
Louis-East St. Louis and Alton Switching Districts shall not exceed 10/100 of
one cent per bushel per day.]

The premium charges on Soybeans for delivery from regular shippers shall not
----------------------------------------------------------------------------
exceed 15/100 of one cent per bushel per day.   (06/01/01)
---------------------------------------------

*Additions underlined; deletions bracketed for November 2001 subsequent
contracts.

                                     1005S


                           Ch10S Delivery Procedures
                           -------------------------

Ch10S  Regularity of Issuers of Shipping

*S1081.01 Regularity of Warehouses and Issuers of Shipping Certificates -
Persons operating grain warehouses or shippers who desire to have such
warehouses or shipping stations made regular for the delivery of grain under the
Rules and Regulations shall make application for an initial Declaration of
Regularity on a form prescribed by the Exchange prior to May 1, 1994, and every
even year thereafter, for a two-year term beginning July 1, 1994, and every even
year thereafter, and at any time during a current term for the balance of that
term. Regular grain warehouses or shippers who desire to increase their regular
capacity during a current term shall make application for the desired amount of
total regular capacity on the same form. Initial regularity for the current term
and increases in regularity shall be effective either thirty days after a notice
that a bona fide application has been received is posted on the floor or the
exchange, or the day after the application is approved by the Exchange,
whichever is later. Applications for a renewal of regularity shall be made prior
to May 1, 1994, and every even year thereafter, for the respective years
beginning July 1, 1994, and every even year thereafter, and shall be on the same
form.

     The following shall constitute the requirements and conditions for
regularity:

     (1)  The warehouse or shipping station making application shall be
          inspected by the Registrar or the United States Department of
          Agriculture.  Where application is made to list as regular a warehouse
          which is not regular at the time of such application, the applicant
          may be required to remove all grain from the warehouse and to permit
          the warehouse to be inspected and the grain graded, after which such
          grain may be returned to the warehouse and receipts issued therefor.

     The operator of a shipping station issuing Soybean Shipping Certificates
     shall limit the number of Shipping Certificates issued to an amount not to
     exceed:

          (a)  [30] 20 times his registered total daily rate of loading barges,
                    --
               or in the case of Chicago, Illinois and Burns Harbor, Indiana
               -------------------------------------------------------------
               Switching Districts, his registered storage capacity,
               -----------------------------------------------------

          (b)  and a value greater than 25 percent of the operator's net worth
               ---
               [,] .
                   -

          [(c) and in the case of Chicago, Illinois and Burns Harbor, Indiana
               Switching Districts only, his registered storage capacity.]

     The shipper issuing Soybean Shipping Certificates shall register his total
     daily rate of loading barges at his maximum 8 hour loadout capacity in
     amount not less than:

     (a)  one barge per day at each shipping station within the Lockport-Seneca
          Shipping District, within the Ottawa-Chillicothe Shipping District,
          within the Peoria-Pekin Shipping District, within the Havana-Grafton
          Shipping District, and within the St. Louis-East St. Louis and Alton
          Switching Districts, and

     (b)  three barges per day at each shipping station in the Chicago, Illinois
          and Burns Harbor, Indiana Switching District.

     (2)  Shippers located in the Chicago, Illinois and Burns Harbor, Indiana
          Switching District shall be connected by railroad tracks with one or
          more railway lines.

10S81.01(3) through 10S81.01(12)G(8) - (see 1081.01(3) through 1081.01(12)G(8))


*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.

                                     1006S


                           Ch10S Delivery Procedures
                          -------------------------

10S81.01(12)G(9)    In the event that it has been announced that river traffic
will be obstructed for a period of fifteen days or longer as a result of one of
the conditions of impossibility listed in regulation 1081.01(12)(G)(8) and in
the event that the obstruction will affect a majority of regular shipping
stations, then the following barge load-out procedures for soybeans shall apply
to shipping stations upriver from the obstruction:

                    (a)  The maker and taker of delivery may negotiate mutually
                         agreeable terms of performance.

                    (b)  If the maker and/or the taker elect not to negotiate
                         mutually agreeable terms of performance, then the maker
                         is obligated to provide the same quantity and like
                         quality of grain pursuant to the terms of the shipping
                         certificate(s) with the following exceptions and
                         additional requirements:

                         (i)    The maker must provide loaded barge(s) to the
                                taker on the Illinois River between the lowest
                                closed lock and St. Louis, inclusive, or on the
                                Mid-Mississippi River between Lock 11 at
                                Dubuque, Iowa and St. Louis, inclusive.

                         (ii)   The loaded barge(s) provided to the taker must
                                have a value equivalent to C.I.F. NOLA, with the
                                maker of delivery responsible for the equivalent
                                cost, insurance and freight.

                         (iii)  The taker of delivery shall pay the maker 18
                                cents per bushel for Chicago and Burns Harbor
                                Switching District shipping certificates, 16
                                cents per bushel for Lockport-Seneca District
                                shipping certificates, 15 1/2 cents per bushel
                                for Ottawa-Chillicothe District shipping
                                certificates, 15 cents per bushel for Peoria-
                                Pekin District shipping certificates, and 14 1/2
                                cents per bushel for Havana-Grafton District
                                shipping certificates as a reimbursement for the
                                cost of barge freight.

                    (c)  In the event that the obstruction or condition of
                         impossibility listed in regulation 1081.01(12)(G)(8)
                         will affect a majority of regular shipping stations,
                         but no announcement of the anticipated period of
                         obstruction is made, then shipment may be delayed for
                         the number of days that such impossibility prevails.

10S81.01(13)   Location - For the delivery of Soybeans, regular warehouses or
shipping stations may be located within the Chicago Switching District or within
the Burns Harbor, Indiana Switching District or within the Lockport-Seneca
Shipping District or within the Ottawa-Chillicothe Shipping District or within
the Peoria-Pekin Shipping District or within the Havana-Grafton Shipping
District or in the St. Louis-East St. Louis and Alton Switching Districts.

        No such warehouse or shipping station within the Chicago Switching
        District shall be declared regular unless it is conveniently
        approachable by vessels of ordinary draft and has customary shipping
        facilities.  Ordinary draft shall be defined as the lesser of (1)
        channel draft as recorded in the Lake Calumet Harbor Draft Gauge, as
        maintained by the Corps of Engineers, U.S. Army, minus one (1) foot, or
        (2) 20 feet.

        Delivery in Burns Harbor must be made "in store" in regular elevators or
        by shipping certificate at regular shipping stations providing water
        loading facilities and maintaining water depth equal to normal seaway
        draft of 27 feet.

        In addition, deliveries of grain may be made in regular elevators or
        shipping stations within the Burns Harbor Switching District PROVIDED
        that:

        (a) When grain represented by shipping certificates is ordered out for
           shipment by a barge, it will be the obligation of the party making
           delivery to protect the barge freight rate from the Chicago Switching
           District (i.e. the party making delivery and located in the Burns
           Harbor Switching District will pay the party taking delivery an
           amount equal to all expenses for the movement of the barge from the
           Chicago Switching District, to the Burns Harbor Switching District
           and the return movement back to the Chicago Shipping District).

                                     1007S


               If inclement weather conditions make the warehouse or shipping
               station located in the Burns Harbor Switching District
               unavailable for barge loadings for a period of five or more
               calendar days, the party making delivery will make grain
               available on the day following this five calendar day period to
               load into a barge at one mutually agreeable water warehouse or
               shipping station located in the Chicago Switching District;
               PROVIDED that the party making delivery is notified on the first
               day of that five-day period of inclement weather that the barge
               is available for movement but cannot be moved from the Chicago
               Switching District to the Burns Harbor Switching District, and is
               requested on the last day of this five day calendar period in
               which the barge cannot be moved.

          (b)  When grain represented by shipping certificates is ordered out
               for shipment by vessel, and the party taking delivery is a
               recipient of a split delivery of grain between a warehouse or
               shipping station located in Burns Harbor and a warehouse or
               shipping station in Chicago, and the grain in the Chicago
               warehouse or shipping station will be loaded onto this vessel; it
               will be the obligation of the party making delivery at the
               request of the party taking delivery to protect the holder of the
               shipping certificates against any additional charges resulting
               from loading at one berth in the Burns Harbor Switching District
               and at one berth in the Chicago Switching District as compared to
               a single berth loading at one location. The party making
               delivery, at his option, will either make the grain available at
               one water warehouse or shipping station operated by the party
               making delivery and located in the Chicago Switching District
               for loading onto the vessel, make grain available at the
               warehouse or shipping station in Burns Harbor upon the surrender
               of shipping certificates issued by other regular elevators or
               shipping stations located in the Chicago Switching District at
               the time vessel loading orders are issued, or compensate the
               party taking delivery in an amount equal to all applicable
               expenses, including demurrage charges, if any, for the movement
               of the vessel between a berth in the other switching district. On
               the day that the grain is ordered out for shipment by vessel, the
               party making delivery will declare the regular warehouse or
               shipping station in which the grain will be available for
               loading.

               Delivery within the Lockport-Seneca Shipping District or within
               the Ottawa-Chillicothe Shipping District or within the Peoria-
               Pekin Shipping District or within the Havana-Grafton Shipping
               District must be made at regular shipping stations providing
               water loading facilities and maintaining water depth equal to the
               draft of the Illinois River maintained by the Corps of Engineers.

               Delivery in the St. Louis-East St. Louis and Alton Switching
               District must be made at regular shipping stations providing
               water loading facilities and maintaining water depth equal to the
               draft of the Mississippi River maintained by the Corps of
               Engineers. (12/01/00)

10S81.01(14) Billing - (see 1081.01(14)A and 1081.01(14)F)

10S81.01(15) through 10S81.01(17) - (see 1081.01(15) through 1081.01(17))
(12/01/00)

S1081.01A Inspection - (see 1081.01A) (08/01/98)

S1081.01B Billing When Grain is Loaded Out - (see 1081.01B) (08/01/98)

S1081.01C Car Specified Capacity - (see 1081.01C) (08/01/98)

S1082.01  Insurance - (see 1082.00) (08/01/98)

                                     1008S



                    Ch10S Regularity of Issuers of Shipping
                    ---------------------------------------


S1083.01  Variation Allowed - (see 1083.00) (08/01/98)

S1083.02  Excess or Deficiency in Quantity - (see 1083.01) (08/01/98)

S1084.01  Revocation, Expiration or Withdrawal of Regularity - (see 1084.01)
          (08/01/98)

S1085.01  Application for Declaration of Regularity - (see 1085.01) (08/01/98)

                                     1009S



================================================================================
Chapter 11
Soybean Oil
================================================================================


                                                                               
   Ch11 Trading Conditions......................................................  1103
        1101.00  Authority......................................................  1103
        1102.01  Application of Regulations.....................................  1103
        1104.01  Unit of Trading................................................  1103
        1105.01  Months Traded In...............................................  1103
        1106.01  Price Basis....................................................  1103
        1107.01  Hours of Trading...............................................  1103
        1108.01  Trading Limits.................................................  1103
        1108.01A Trading Limits.................................................  1103
        1109.01  Last Day of Trading............................................  1103
        1109.02  Trading in the Last Seven Business Days of the Delivery Month..  1103
        1110.01  Margin Requirements............................................  1103
        1111.01  Disputes.......................................................  1103
        1112.01  Position Limits and Reportable Positions.......................  1103

   Ch11 Delivery Procedures.....................................................  1104
        1136.01  Standards......................................................  1104
        1136.02  United States Origin Only......................................  1104
        1137.01  Official Chemist's Certificates................................  1104
        1138.01  Sampling.......................................................  1104
        1139.01  Weighing.......................................................  1105
        1140.01  Grading........................................................  1105
        1141.01  Delivery Points................................................  1105
        1142.01  Deliveries By Warehouse Receipts...............................  1106
        1143.01  Registration of Warehouse Receipts.............................  1106
        1144.01  Receipt Format.................................................  1107
        1145.01  Lost or Destroyed Negotiable Warehouse Receipts................  1108
        1146.01  Date of Delivery...............................................  1108
        1147.00  Delivery Notice................................................  1108
        1147.01  Delivery Notices...............................................  1108
        1148.00  Method of Delivery.............................................  1108
        1149.00  Time of Delivery, Payment, Form of Delivery Notice.............  1108
        1149.02  Buyers' Report of Eligibility to Receive Delivery..............  1108
        1149.03  Sellers' Invoice to Buyers.....................................  1108
        1149.04  Payment........................................................  1108
        1150.00  Duties of Members..............................................  1108
        1151.01  Office Deliveries Prohibited...................................  1108
        1154.00  Failure to Accept Delivery.....................................  1108
        1156.01  Storage Charges................................................  1108
        1156.02  Storage, Car Rental, Etc.......................................  1108
        1156.03  Fees...........................................................  1109
        1156.04  Loading Charges................................................

   Ch11 Regularity of Warehouses................................................  1110
        1180.01  Duties of Warehouse Operators..................................  1110
        1180.01A Responsibility for Furnishing Tank Cars........................  1111
        1180.01B Car Ready for Loading..........................................  1111
        1180.01C Transit vs. Flat Rate Billing..................................  1112
        1180.01D Freight Differentials..........................................  1112
        1180.02  Transit Billing................................................  1112
        1180.03  Freight Charges................................................  1112
        1181.01  Conditions of Regularity.......................................  1112
        1181.02  Leasing and Service Arrangements...............................  1113
        1184.01  Revocation, Expiration or Withdrawal of Regularity.............  1113


                                      1101


                                                                               
        1185.01  Application for Declaration of Regularity......................  1114
        1186.01  Regular Shippers...............................................  1115




                                      1102


================================================================================
Chapter 11
Soybean Oil
================================================================================

Ch11 Trading Conditions

1101.00  Authority - On or after January 30, 1950, trading in Crude Soybean Oil
futures may be conducted under such terms and conditions as may be prescribed by
Regulation. 801 (09/01/94)

1102.01  Application of Regulations - Transactions in Crude Soybean Oil futures
shall be subject to the general rules of the association as far as applicable
and shall also be subject to the Regulations contained in this Chapter which are
exclusively applicable to trading in Crude Soybean Oil. 2000 (09/01/94)

1104.01  Unit of Trading - The unit of trading for Crude Soybean Oil shall be
60,000 pounds. Bids and offers may be accepted in lots of 60,000 pounds or
multiples thereof. For trading purposes, one tank car shall be equivalent to
60,000 pounds. 2003 (09/01/94)

1105.01  Months Traded In - Trading in Crude Soybean Oil may be conducted in the
current month and any subsequent months. 2004 (09/01/94)

1106.01  Price Basis - All prices of Crude Soybean Oil shall be basis Decatur,
Illinois in multiples of 1/100th of one cent per pound. Contracts shall not be
made on any other price basis. 2005 (09/01/94)

1107.01  Hours of Trading - The hours of trading for future delivery in Crude
Soybean Oil shall be from 9:30 a.m. to 1:15 p.m. except that on the last day of
trading in an expiring future the hours with respect to such future shall be
from 9:30 a.m. to 12 o'clock noon subject to the provisions of the second
paragraph of Rule 1007.00. Market shall be opened and closed with a public call
made month by month, conducted by such persons as the Regulatory Compliance
Committee shall direct. 2007 (09/01/94)

1108.01  Trading Limits - (See 1008.01)  (09/01/94)

1108.01A Trading Limits - (See 1008.01A)  (09/01/94)

1109.01  Last Day of Trading - No trades in Crude Soybean Oil futures
deliverable in the current month shall be made after the business day preceding
the 15th calendar day of that month and any contracts remaining open may be
settled by delivery after trading in such contracts has ceased; and, if not
previously delivered, delivery must be made on the last business day of the
month. 2008 (01/01/00)

1109.02  Trading in the Delivery Month - After trading in contracts for future
delivery in the current delivery month has ceased in accordance with Regulation
1109.01 of this Chapter, outstanding contracts for such delivery may be
liquidated by means of (a bona fide) exchange of such current futures for the
(actual) cash commodity. 2009 (08/01/98)

1110.01  Margin Requirements - (See Regulation 431.03)  (09/01/94)

1111.01  Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. 2011 (09/01/94)

1112.01  Position Limits and Reportable Positions - (See 425.01)  (09/01/94)

                                      1103


Ch11 Delivery Procedures

1136.01  Standards   - The contract grade for delivery on futures contracts made
under these Regulations shall be Crude Soybean Oil which conforms to the
following specifications:

(a)  It shall be one of the following types: Expeller pressed, expeller pressed
     degummed, solvent extracted, or solvent extracted degummed. Mixtures of one
     type with any other type shall not be deliverable;

(b)  It shall contain not more than 0.3% moisture and volatile content;

(c)  It shall be lighter in green color than Standard "A" and when refined and
     bleached shall produce a refined and bleached oil of not deeper color than
     3.5 red on the Lovibond scale;

(d)  It shall refine with a loss not exceeding 5% as determined by the "neutral
     oil" method;

(e)  It shall have a flash point not below 250 degrees Fahrenheit, closed cup
     method;

(f)  It shall contain no more than 1.5% unsaponifiable matter (exclusive of
     moisture and volatile matter).

No lower grade shall be delivered in satisfaction of contracts for future
delivery. A higher grade may be delivered at contract price except that where
the refining loss is less than 5% as determined by the "neutral oil" method, a
premium of one percent of the cash market price at the time of loading shall be
paid for each one percent under the 5% loss (fractions figured throughout) with
a maximum credit of 41-2%.

American Oil Chemists' Society methods shall be followed for sampling and
analysis for all tests, except for determining green color, which test shall be
the National Soybean Processors Association tentative method.

A tolerance of 150 lbs. of sludge shall be allowed for each trading unit of
60,000 lbs. If the car contains more than 150 lbs. of sludge or if a truck
contains more than 125 lbs. of sludge, an allowance shall be made to the Buyer
for a total amount of sludge up to 1,000 lbs. at 50% of the price at time of
unloading car. Sludge in excess of 1,000 lbs. shall be allowed for at the price
at time of unloading car.

Sludge shall be considered to be solid residue which cannot be pumped and
squeegeed from the car for the net out-turn weight. 2002  (09/01/94)

1136.02  United States Origin Only   - Effective September 1, 1992, a futures
contract for the sale of soybean oil shall be performed on the basis of United
States origin only upon written request by a taker of delivery at the time
loading orders are submitted.  (09/01/94)

1137.01  Official Chemist's Certificates   - Certificates for quality analysis
by any Official Chemists shall be acceptable and binding on all parties except
as otherwise provided.

The official chemists are Woodson-Tenent Laboratories with laboratories located
at Memphis, Tenn.; Chicago, Ill.; Des Moines, la.; Wadlington's Referee &
Testing Laboratory in Chicago, Ill.; Chas. V. Bacon Laboratories, Inc., New
York, New York and Barrow-Agee Laboratories, Memphis, Tenn. 2029  (09/01/94)

1138.01  Sampling   -  Samples shall be drawn at time of loading by Official
Samplers licensed by the Exchange. The Official Sample shall be 2 one-quart and
1 half-gallon samples. These portions should be packaged in clean, dry and new
containers. Either tinned metal containers or high density polyethylene bottles
fitted with metal caps having oil resistant cap liners are acceptable.
Polythylene containers must be enclosed for shipping in custom-made, close
fitting cardboard containers. The sample must be drawn at the time of loading in
accordance with A.O.C.S. Official Method for sampling crude oils (C1-47-
Continuous Flow and Trier methods) and shall be so indicated on invoice. If the
Shipper neglects to provide such a sample at the time of loading or fails to
show on invoice than an Official Sample has been taken, a sample drawn at
destination shall be official when taken in accordance with the A.O.C.S.
Official Methods as noted above. Shipper shall forward to Consignee one of the
one-quart portions at no expense to Consignee within one working day of
completion of loading and label of sample must designate type of oil and plant
destination. The one-half gallon portion (third portion) is to be retained by
Shipper as the referee sample for a minimum of thirty days

                                      1104


                           Ch11 Delivery Procedures

after loading.

Each sample must be accompanied by a certificate in the following form:

Board of Trade of the City of Chicago

                         OFFICIAL SAMPLERS CERTIFICATE

I hereby certificate that sample marked______________________________was drawn
by me on this_________day of_________________, 20________, within 24 hours after
loading tank car or truck in accordance with the requirements of Regulation
1138.01 of the Board of Trade of the City of Chicago, and that it is a fair and
true sample of the contents of:

Car/Truck No. (and initial)__________________, located at__________________
containing approximately_______________________pounds, of__________________

_________________________________________________________________________
(Expeller pressed. Expeller pressed degummed, Solvent Extracted,___________
____________type Crude Soybean Oil. Solvent Extracted Degummed)

______________________________________________________________Solvent used.
That sample was taken in a manner prescribed by the American Oil Chemists
Society.
                                                ____________________________
                                                        OFFICIAL SAMPLER

                                                                            2023
                                                                      (01/01/00)

1139.01  Weighing   - On all deliveries, the weight as determined by an Official
Weigher shall be binding on all interested parties. Due allowance shall be made
to cover the loss of weight due to sampling, if sample is drawn from weighing.
An official weigher is a person or agency approved by the Exchange. 2024
(09/01/94)

1140.01  Grading   - Shipper shall have option, and advise warehouse receipt
holder of his selection at time of receipt of loading instructions, of having
grade determined by one of the following methods:

A.   Official Chemist Analysis, shipper to pay the cost.

B.   Comparison between consignee's and shipper's analyses.

     1.  Each party must mail to other party his analysis within 15 days after
         bill of lading date.

     2.  If parties do not agree as to quality (refining loss excepted) either
         one may request analysis by Official Chemist. The findings of the
         Official Chemist shall be binding on both parties and the cost of such
         analysis shall be charged to the party against whom the decision
         results.

     3.  In case of refining loss, based on the "neutral oil" method, if the
         difference is not over three tenths of one percent the settlement shall
         be made on the average of the two, otherwise the retained sample shall
         be sent to Official Chemist for analysis. If the Official Chemist's
         results are the mean of the shippers' and consignees' analyses, then
         the cost shall be shared equally; otherwise, the cost shall be charged
         to the party against whom the decision results. 2025 (09/01/94)

1141.01  Delivery Points   - Crude Soybean Oil may be delivered in satisfaction
of Soybean Oil futures contracts from regular warehouses located in Illinois
Territory, Eastern Territory, Eastern Iowa Territory, Southwest Territory or
Northwest Territory as defined in this regulation and at the following price
differentials:

(a)  Illinois Territory (That portion of the state of Illinois north of latitude
     38(degrees)00' N.) .... at contract price.

(b)  Eastern Territory (Those portions of the states of Indiana and Kentucky
     west of the Ohio-Indiana border and its extension and north of latitude
     38(degrees)00'N.) . . . at 20/100ths of one cent per pound under contract
     price.

(c)  Eastern Iowa Territory (That portion of the state of Iowa east of longitude
     93(degrees)50'W.) . . . at 20/100ths of one cent per pound under contract
     price.

(d)  Southwest Territory (Those portions of the states of Missouri and Kansas
     north of latitude 38(degrees)00'N. and east of longitude 97(degrees)00'W.)
     . . . at 5/100ths of one cent per pound under contract price.

(e)  Northwest Territory (Those portions of the states of Minnesota south of
     latitude 45(degrees)10'N., South

                                      1105


                           Ch11 Delivery Procedures

     Dakota south of latitude 45(degrees)10'N., and east of 979(degrees)00'W.,
     Iowa west of longitude 93(degrees)50'W., and Nebraska east of longitude
     97(degrees)00'W.) . . . at 55/100ths of one cent per pound under contract
     price.

(f)  For a given soybean crop year ending August 31 and for a given Soybean Oil
     futures delivery territory except the "Illinois Territory:" when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Oil
     Warehouse Receipts to CBOT maximum 24 hour soybean crushing capacity within
     that Soybean Oil futures delivery territory, relative to that ratio for the
     combined remaining Soybean Oil territories, is less than or equal to 0.5,
     payment for Warehouse Receipts issued from that Soybean Oil territory will
     be at a premium of 10 cents per hundredweight over contract price in
     addition to the delivery territorial differential adjustment.

(g)  For a given soybean crop year ending August 31, when the "Illinois
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Oil Warehouse Receipts to maximum CBOT 24 hour soybean crushing
     capacity within the Illinois Soybean Oil futures delivery territory,
     relative to that ratio for the combined remaining Soybean Oil territories,
     is less than or equal to 0.5, payment for Warehouse Receipts issued from
     all other Soybean Oil territories will be at a discount of 10 cents per
     hundredweight under contract price in addition to the delivery territorial
     differential adjustments.

(h)  For a given soybean crop year ending August 31 and for a given Soybean Oil
     futures delivery territory except the "Illinois Territory," when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Oil
     Warehouse Receipts to CBOT maximum 24 hour soybean crushing capacity within
     that Soybean Oil futures delivery territory, relative to that ratio for the
     combined remaining Soybean Oil territories, is greater than or equal to
     2.0, payment for Warehouse Receipts issued from that Soybean Oil territory
     will be at a discount of 10 cents per hundredweight under contract price in
     addition to the delivery territorial differential adjustment.

(i)  For a given soybean crop year ending August 31, when the "Illinois
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Oil Warehouse Receipts to CBOT maximum 24 hour soybean crushing
     capacity within the Illinois Soybean Oil futures delivery territory,
     relative to that ratio for the combined remaining Soybean Oil territories,
     is greater than or equal to 2.0, payment for Warehouse Receipts issued from
     all other Soybean Oil territories will be at a premium of 10 cents per
     hundredweight over contract price in addition to the delivery territorial
     differential adjustments.

(j)  Items (f) through (i) of Regulation 1141.01 shall apply to all CBOT Soybean
     Oil futures contracts delivered during a one calendar year period beginning
     with January following the soybean crop year ending August 31, provided
     that there are on a weekly average at least 150 outstanding Soybean Oil
     Warehouse Receipts in all Soybean Oil delivery territories combined during
     that previous soybean crop year.

(k)  Based on the adjustments made to territorial delivery differentials during
     a given calendar year as outlined in items (f) through (j) of Regulation
     1141.01, the CBOT shall announce and publish by September 15 of that given
     calendar year new territorial delivery differentials applicable to all
     Soybean Oil futures contracts delivered during the next calendar year. 2015
     (01/01/01)

1142.01  Deliveries By Warehouse Receipts   - Except as otherwise provided,
deliveries on Crude Soybean Oil shall be made by delivery of warehouse receipts
issued by warehouses which have been approved and designated as regular
warehouses by the Exchange for the storage of Crude Soybean Oil. The warehouse
receipt shall be accompanied by insurance certificates or the warehouse receipt
marked "insured". In order to effect a valid delivery each warehouse receipt
must be endorsed by the holder making the delivery. 2012 (06/01/01)

1143.01  Registration of Warehouse Receipts   - Warehouse receipts, in order to
be eligible for delivery, must be registered with the Official Registrar.
Registration of warehouse receipts shall also be subject to the following
requirements:

                                      1106


                           Ch11 Delivery Procedures

(a)  Warehousemen who are regular for delivery may register warehouse receipts
     at any time. The holder of a registered warehouse receipt may cancel its
     registration at any time. A warehouse receipt which has been canceled may
     not be registered again.

(b)  No notice of intention to deliver a warehouse receipt shall be tendered to
     the Clearing House unless said warehouse receipt is registered and in the
     possession of the Clearing House member tendering the notice or unless a
     warehouse receipt is registered and outstanding.

(c)  When a notice of intention to deliver a warehouse receipt has been tendered
     to the Clearing House, said warehouse receipt shall be considered to be
     "outstanding". The member issuing such notice shall transmit to the
     Registrar, at the same time the notice is tendered to the Clearing House,
     the warehouse receipt number and the name and location of the regular
     warehouse. Said warehouse receipt shall remain outstanding until either its
     registration is canceled or the issuing warehouseman declares the receipt
     is not outstanding. From this information and his own records of
     registration and of cancellations of outstanding warehouse receipts, the
     Registrar shall maintain a current record of the number of warehouse
     receipts that are outstanding and shall be responsible for posting this
     record on the Exchange Floor.

     From this information and his own records of registration and of
     cancellations of outstanding warehouse receipts, the Registrar shall
     maintain a current record of the number of warehouse receipts that are
     outstanding and shall be responsible for posting this record on the
     Exchange Floor.

(d)  When a regular warehouseman regains control of an outstanding warehouse
     receipt issued against stocks in one of his regular warehouses, which in
     any manner relieves him of the obligation to loadout crude soybean oil upon
     demand of a party other than himself, the warehouseman shall by noon of the
     next business day either cancel the registration of said warehouse receipt
     or declare that said warehouse receipt is not outstanding but is to remain
     registered by transmitting to the Registrar the warehouse receipt number
     and the name and location of the regular warehouse, except in the case
     where a notice of intention to redeliver said warehouse receipt for the
     warehouseman has been tendered to the Clearing House by 4:00 p.m. of the
     day that the warehouseman regained control of said warehouse receipt.

(e)  The Registrar shall not divulge any information concerning the
     registration, delivery or cancellation of warehouse receipts other than the
     record posted on the Exchange Floor, except that he shall issue a weekly
     report showing the total number of warehouse receipts outstanding as of
     4:00 p.m. on the last trading day of each week. In addition to the
     information posted on the Exchange Floor, this weekly report will show the
     names of warehousemen whose warehouse receipts are outstanding and the
     location of the warehouses involved. 2013 (06/01/01)

1144.01  Receipt Format   - The following form of warehouse receipt shall be
used:

                                                                 Date___________
No.______________
Received in store__________________,20___________, in______________________
Warehouse, located at______________________________________________________
in the Illinois    ___________ Territory,____________________________pounds
Eastern              ___________
Eastern Iowa         ___________
Southwest            ___________
Northwest            ___________

of Crude Soybean Oil under standards of the Board of Trade of the City of
Chicago, which will be delivered, subject to and in conformity with the Rules
and Regulations of the Board of Trade of the City of Chicago, to the order of

___________________________________________________________________________

upon surrender of this receipt and payment of all charges.

This oil is stored subject to the provisions of the laws of the State in
relation to warehousemen, any applicable Federal Laws, and subject to the Rules
and Regulations of the Board of Trade of the City of Chicago, as filed with the
Commodity Exchange Authority.

The warehouseman acknowledges that the oil so received into store complies with
the requirements of said Rules and Regulations of the Board of Trade of the City
of Chicago and that said oil is tenderable on contracts for future delivery made

                                      1107


                           Ch11 Delivery Procedures

under said Rules and Regulations.

The warehouseman states that at the warehouseman's own expense said oil is
insured and will be kept insured for the current market value against loss or
damage from fire, lightning and/or any of the contingencies covered in the
standard extended coverage form for the benefit of the holder of this receipt.

Storage rates of____________per hundred pounds, per day shall include the cost
of insurance. The cost of loading into tank cars shall be ____________   of
1(cent) per pound. The cost of loading into trucks shall be _________________ of
1(cent) per pound.

The warehouseman claims a lien for the following:

All storage charges have been paid on Crude Soybean Oil covered by this receipt
up to and including the last date endorsed below.

Storage Payments

______________________     By________________________     ______________________
                                                                  Company
______________________     By________________________     By____________________
                                                          Registration of this
                                                          Receipt must be
                                                          canceled before
______________________     By________________________     property can be
                                                          released
                                                                            2034
(01/01/00)

1145.01   Lost or Destroyed Negotiable Warehouse Receipts  - (See Regulation
1045.01) (04/01/00)

1146.01   Date of Delivery  - Where Crude Soybean Oil is sold for delivery in a
specified month, delivery of such Crude Soybean Oil may be made by the Seller
upon such day of the specified month as the Seller may select. If not previously
delivered, delivery must be made upon the last business day of the month. 2017
(09/01/94)

1147.00   Delivery Notice  - (See 1047.00)  (09/01/94)

1147.01   Delivery Notices  - (See 1047.01)  (09/01/94)

1148.00   Method of Delivery  - (See 1048.00)  (09/01/94)

1149.00   Time of Delivery, Payment, Form of Delivery Notice  - (See 1049.00)
(09/01/94)

1149.02   Buyers' Report of Eligibility to Receive Delivery  - (See 1049.02)
(09/01/94)

1149.03   Sellers' Invoice to Buyers  - (See 1049.03)  (09/01/94)

1149.04   Payment  - (See 1049.04)  (09/01/94)

1150.00   Duties of Members - (See 1050.00)  (09/01/94)

1151.01   Office Deliveries Prohibited   - No office deliveries of warehouse
receipts may be made by members of the Clearing Corporation. Where a commission
house as a member of the Clearing Corporation has an interest both long and
short for customers on its own books, it must tender to the Clearing Corporation
such notices of intention to deliver as it receives from its customers who are
short. 2009 (09/01/94)

1154.00   Failure to Accept Delivery  - (See 1054.00)  (09/01/94)

1156.01   Storage Charges  - No Soybean Oil Warehouse Receipts shall be valid
for delivery on future contracts unless the storage charges shall have been paid
up to and including the 18/th/ day of the preceding month and such payment
endorsed on the Soybean Oil Warehouse Receipt unless registration is at a later
date. Unpaid accumulated storage charges at the posted tariff applicable to the
warehouse where the soybean oil is stored shall be allowed and credited to the
buyer by the seller to and including date of delivery.

If storage rates are not paid on-time up to and including the 18/th/ calendar
day preceding the delivery month of July and by the first calendar day of this
delivery month, a late charge will apply. The late charge will be an amount
equal to the total unpaid accumulated storage rates multiplied by the "prime
interest rate" in effect on the day that the accrued storage rates are paid, all
multiplied by the number of calendar days that storage is overdue, divided by
360 days. The term "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois, Bank One, Harris Trust & Savings Bank,
and the Northern Trust Company.

The storage rates on Crude Soybean Oil shall not exceed 3/10th of one cent per
day per 100 pounds. When shipper schedules tank car loading, storage shall
continue through the date of surrender of a properly cancelled warehouse receipt
and shall begin again on the sixth day after surrender date if loading has not
been completed and continue until the oil has been loaded. When shipper
schedules truck loading storage, charges shall continue through the date of
loading. Regular Soybean Oil warehousemen shall maintain in the immediate
vicinity of the Exchange either an office, or duly authorized representative or
agent approved by the Exchange, to whom Soybean Oil Storage charges may be paid.
2033 (06/01/01)

1156.02   Storage, Car Rental, Etc.  - Except as otherwise provided, all charges
for storage, car

                                      1108


                           Ch11 Delivery Procedures

rental, etc., shall remain the responsibility of the Seller until payment is
made. Payment is to be made by a check drawn on and certified by a Chicago bank
or by a Cashier's check issued by a Chicago bank. 2020 (09/01/94)

1156.03   Fees  - Sampling: The charge for drawing Official samples shall be
$5.00 for each tank car or truck on inbound shipments to a warehouse.

If sampling is ordered at a location where an Official Sampler is not regularly
located, all extra costs must be paid by the party ordering the sample.

These charges shall include the cost of delivering the samples to the Official
Chemists. 2028  (09/01/94)

1156.04   Loading Charges - The maximum charge for loading tank cars at delivery
point shall not exceed 1/40/th/ of one cent per pound and the combined charge
for unloading and loading tank cars at delivery point shall not exceed 1/10/th/
of one cent per pound including heating. The maximum charge for loading tank
trucks at delivery point shall not exceed 1/25/th/ of one cent per pound.
(06/01/01)

                                     1109


Ch11 Regularity of Warehouses

*1180.01  Duties of Warehouse Operators   - It shall be the duty of the
operators of all regular warehouses:

(a)  To accept Crude Soybean Oil for delivery on Chicago Board of Trade
     contracts, provided such Crude Soybean Oil is of contract grade when
     received at such warehouses, and all space in such warehouses is not
     already filled or contracted for, to pay no premium on refining loss but to
     receive allowance for sludge. All inbound freight (including the transit
     charge necessary to obtain the transit balance rate) shall be prepaid by
     the depositor of the oil. Upon surrender of the inbound billing to the
     warehouseman the depositor of the oil shall be furnished with a regular
     Board of Trade Warehouse Receipt endorsed thereon with the transit balance
     freight to New York.

(b)  To notify the Exchange of any change in the condition of their warehouses.

(c)  To insure soybean oil covered by warehouse receipts tendered for delivery
     against the contingencies provided for in a standard "All Risks" policy
     (including earthquake) to such an extent and in such amounts as required by
     the Exchange.

     Any loss or damage to oil caused by leakage or discharge from the storage
     facilities resulting from the cracking, rupture, bursting, collapse,
     subsidence or disruption of the containing system, or the negligence of the
     warehouse operator shall be for the account of the warehouse operator,
     unless such loss or damage by leakage or discharge from the storage
     facilities is due to causes required to be insured against under this
     Regulation.

(d)  To furnish the Exchange with either a copy of the current insurance policy
     or policies, or a written confirmation from the insurance company that such
     insurance has been effected.

(e)  To advise the holder of the warehouse receipts when oil is tendered on a
     futures contract. the freight rate on the oil upon request to New York,
     N.Y., or to any other specific destinations; and to forward the oil on the
     basis of these rates whenever shipping instructions are received if orders
     are received within three days.

(f)  To register their daily load-out rate in jumbo rail tank car equivalents
     (minimum of 4) with the Exchange. Warehouse Operators shall limit warehouse
     receipts issued to an amount of soybean oil equal to the lesser of their
     approved regular space or 30 times the registered daily loading rate for
     jumbo tank cars times 152,500 pounds.

(g)  To ship oil ordered out of the warehouses in Buyer's tank cars, if so
     arranged and to begin loading out soybean oil on or before the third
     business day following the date the car is ready for loading or the receipt
     is cancelled, whichever occurs later, at a daily rate per business day
     equal to the equivalent of shipper's registered daily rate of loading jumbo
     rail tank cars.

     All rail loading orders received prior to 2:00 p.m. on a given business day
     shall be considered dated that day and shall be entitled to equal
     treatment. Rail loading orders received after 2:00 p.m. on a business day
     shall be considered dated the following business day. When loading against
     rail loading orders and shipping instructions received by a shipper prior
     to 2:00 p.m. on a given business day, as determined hereunder, cannot be
     completed on the third following business day, the shipper shall allocate
     daily loading against such loading orders as equitably as possible on a
     pro-rata basis on subsequent business days. Loading against all rail orders
     scheduled for a given business day shall be completed before loading of any
     orders scheduled for a subsequent business day.

(h)  To load each tank car to its stenciled capacity upon surrender of
     sufficient warehouse receipts tendered on futures contracts. Any excess or
     deficiency from amount of warehouse receipt shall be settled at market
     price as of date of loading. Warehouse to make sight draft on shipper with
     Bill of Lading attached for any amounts due them in connection with loading
     oil, including premium for refining loss, unless otherwise mutually agreed.

(i)  To hold tank car after loading free of expense to shipper (except for car
     rental) until grade is

                                     1110


                         Ch11 Regularity of Warehouses

     ascertained, and if grade is not of contract grade to unload car and reload
     oil of contract quality free of expense to shipper, and at all times to
     keep oil fully insured until car is released to railroad.

(j)  To ship oil ordered out of the warehouse in Buyer's tank truck, if so
     arranged, and to load the oil at a daily rate per business day equal to the
     equivalent of shipper's registered daily rate of loading for jumbo rail
     tank cars.

     All truck loading orders received prior to 2:00 p.m. on a given business
     day shall be considered dated that day and shall be entitled to equal
     treatment. Truck orders received after 2:00 p.m. on a business day shall be
     considered dated the following business day.

     When loading orders are received by 2:00 p.m. of any given business day,
     the shipper will advise the owner by 4:00 p.m. the same day of loading
     dates and tonnage due. Notification will be by telephone, telegraph or
     teletype.

     When a shipper has received one or more truck loading orders he shall begin
     loading against them not later than the third business day following their
     receipt. When loading against loading orders and shipping instructions
     received by a shipper prior to 2:00 p.m. on a given business day cannot be
     completed on the third following business day shipper shall allocate daily
     loadings against such loading orders as equitably as possible on a pro rata
     basis on subsequent business days.

     Loading against all truck orders scheduled for a given business day shall
     be completed before loading begins on any orders scheduled for a subsequent
     business day. Warehouseman will load tank trucks as promptly as possible on
     the day scheduled. Under no conditions will warehouseman be responsible for
     truck demurrage as long as it is loaded on day scheduled. Additional
     loadings may be arranged for by mutual agreement.

(k)  Notwithstanding any other provisions of this Regulation, on days when both
     rail cars and trucks are loaded, the warehouseman shall be required to load
     at a minimum daily rate equal to the equivalent of shipper's registered
     daily rate of loading rail tank cars.

     All rail and truck loading orders received prior to 2:00 p.m. on a given
     business day shall be considered dated that day and shall be entitled to
     equal treatment. Loading orders received after 2:00 p.m. on a business day
     shall be considered dated the following business day. When loading against
     loading orders and shipping instructions received by a shipper prior to
     2:00 p.m. on a given business day, as determined hereunder, cannot be
     completed on the third following business day, the shipper shall allocate
     daily loading against such loading orders as equitably possible on a pro-
     rata basis on subsequent business days. Loading against orders scheduled
     for a given business day shall be completed before loading of any orders
     for a subsequent business day.

(l)  To keep stock of Crude Soybean Oil in storage in balance with oil
     represented by outstanding warehouse receipts.

     It shall be the privilege of all regular warehouses to mingle or store
     together oil which is tenderable on contracts for future delivery under
     these Regulations, with other oil of like type and to deliver on loading
     orders oil of any contract type. 2031

(m)  Certification of Soybean Oil - Effective September 1, 1992 and upon written
     request by a taker of delivery at the time loading orders are submitted for
     the delivery of soybean oil against canceled warehouse receipts, the
     delivery warehouseman shall certify in writing to the taker of delivery on
     the day that the transportation conveyance is loaded that the soybean oil
     is produced from soybeans of U.S. origin only. Warehouse receipts issued
     prior to September 1, 1992 will be deliverable against futures contracts
     beginning September 1992 only if the regular warehouseman provides
     certification on the warehouse receipt that the U.S. origin-only option is
     available to the taker of delivery of soybean oil. (01/01/00)

1180.01A  Responsibility for Furnishing Tank Cars   - It shall be the
responsibility of the buyer of Crude Soybean Oil on a futures contract to
furnish tank cars when ordering Soybean Oil shipped from a warehouse. 26R
(09/01/94)

1180.01B  Car Ready for Loading   - Regulation 1180.01(f) A car is ready for
loading when it has

                                     1111


                         Ch11 Regularity of Warehouses

been constructively placed and when the shipper has used due diligence in
preparing and placing the car on his property for loading. 30R1180.01C Transit
vs. Flat Rate (09/01/94)

1180.01C Transit vs. Flat Rate Billing   - If warehouseman furnishes transit
billing on crude soybean oil applicable to warehouse receipts holder's
destination, the warehouse receipt holder shall pay to warehouseman the
difference between the transit balance rate and the flat rate. 27R  (09/01/94)

1180.01D Freight Differentials   - Jumbo Tank Cars - The Board of Directors at
its regular meeting held on Tuesday, March 10, 1964, approved the following
Ruling recommended by the Crude Soybean Oil and Soybean Meal Committee in light
of the reduced rate on jumbo tank cars which became effective on February 9,
1964:

"Effective on March 1964 contracts the freight differentials in Regulations
1141.02 and 1180.02 shall be calculated on the basis of the jumbo tank car rate
since it is the lowest lawful carload rate and will be applicable to warehouse
receipts bearing no billing and any other warehouse receipts carrying billing
that will protect the jumbo tank car rate." 36R  (09/01/94)

1180.02  Transit Billing   - Transit billing may be applied to shipments at
warehouseman's option with warehouseman to get any advantage of such transit
application; however, warehouseman must protect the lowest lawful local carload
rate from point of loading stated in warehouse receipt to destination indicated
in shipping instructions, and such transit billing must allow at least one
additional transit beyond delivery points. 2016  (09/01/94)

1180.03  Freight Charges   - A warehouseman that is not served by a Class I
railroad must compensate the taker of delivery for the switching charge and/or
the rail rate to the nearest Class I railroad interchange point for the movement
of soybean oil beyond the interchange point by the Class I railroad, if
requested by the owner of the soybean oil.  The request must be in writing when
loading orders and canceled warehouse receipts are presented to the warehouse.
(01/01/00)

1181.01  Conditions of Regularity   - Persons operating bulk oil warehouses who
desire to have such warehouses made regular for delivery of Crude Soybean Oil
under the Rules and Regulations shall make application for an initial
Declaration of Regularity on a form prescribed by the Exchange prior to May 1,
1994, and every even year thereafter, for a two year term beginning July 1,
1994, and every even year thereafter, and at any time during a current term for
the balance of that term. Regular Soybean Oil Warehouses who desire to increase
their regular capacity during a current term shall make application for the
desired amount of total regular capacity on the same form. Initial regularity
for the current term and increases in regularity shall be effective either
thirty days after a notice that a bona fide application has been received is
posted on the floor of the exchange, or the day after the application is
approved, whichever is later. Applications for renewal of regularity must be
made prior to May 1, 1994, and every even year thereafter, for the respective
years beginning July 1, 1994, and every even year thereafter, and shall be on
the same form.

The following shall constitute the requirements and conditions for regularity:

1)  The warehouse making application shall be inspected.

2)  Such warehouse shall be within the limitation of an area not east of the
    Indiana-Ohio boundary; nor south of Louisville, KY.

3)  Such warehouse shall be connected by railroad tracks with one or more
    railway lines.

4)  The proprietor or manager of such warehouse shall be in good financial
    standing and credit, and shall meet the minimum financial requirements and
    financial reporting requirements set forth in Appendix 4E. No warehouse
    shall be declared regular until the person operating the same files a bond
    with sufficient sureties in such sum and subject to such conditions as the
    Exchange may require.

5)  Such warehouse shall maintain on-site standard equipment and appliances for
    the receiving, handling, and shipping of Crude Soybean Oil in bulk,
    including equipment to issue official origin weight. Official origin weight
    may be obtained by using one of the following which is recognized by the
    Soybean Oil Committee of the Board of Trade of the City of Chicago:  (1)
    platform scale (either rail or truck); (2) tank scale; or, (3) batch scale.

                                     1112


6)  The proprietor or manager of such warehouse shall honestly and cordially
    cooperate with the system of registration of warehouse receipts and other
    than oil owned by warehouseman furnish to the Registrar of such receipts all
    needed information to enable him to keep a correct record and account of all
    Crude Soybean Oil received and delivered by them daily and of that remaining
    in store at the close of each week.

7)  The proprietor or manager of such warehouse shall accord every facility to
    any duly authorized committee for the examination of its books or records
    for the purpose of ascertaining the stocks of Crude Soybean Oil which may be
    on hand at any time. Such examination and verification may be made at any
    time by the Business Conduct Committee, which committee shall have the
    authority to employ experts to determine the quantity of Crude Soybean Oil
    in said warehouse and to compare the books and records of said regular
    warehouse with the records of the Official Registrar of Crude Soybean Oil
    warehouse receipts.

8)  No warehouse shall be deemed suitable to be declared regular if its
    location, accessibility, tariffs, insurance rates or other qualifications
    shall depart from uniformity to the extent that its receipts as tendered in
    satisfaction of futures contracts will unduly depress the value of futures
    contracts or impair the efficacy of futures trading in this market, or if
    the warehouseman operating such warehouses engages in unethical or
    inequitable practices, or if the warehouseman fails to comply with any laws,
    Federal or State, or Rules or Regulations promulgated under those laws.

9)  The warehouseman shall make such reports, keep such records, and permit such
    warehouse visitation as the Secretary of Agriculture may prescribe, and
    shall comply with all applicable Rules and Regulations and orders
    promulgated by the Secretary of Agriculture or the government agency
    administering the Commodity Exchange Act, and shall comply with all
    requirements made by the Exchange because of such Rules and Regulations or
    orders.

10) The operator or manager of such warehouse shall be subject to the
    Association's Rules and Regulations pertaining to arbitration procedures, as
    set forth in Chapter 6, and, with respect to compliance with Rules and
    Regulations pertaining to a warehouse's regularity, shall be subject to the
    Association's Rules and Regulations pertaining to disciplinary procedures,
    as set forth in Chapter 5.

11) The operator or manager of such warehouse shall consent to the disciplinary
    jurisdiction of the Exchange for five years after such regularity lapses,
    for conduct pertaining to regularity which occurred while the warehouse was
    regular.

12) If the warehouseman leases the warehouse or has entered into some form of
    service arrangement pursuant to which an agent or contractor performs the
    daily operations of the warehouse, the warehouseman shall submit an
    indemnification as prescribed by the Exchange. 2030  (10/01/96)

1181.02  Leasing and Service Arrangements   - The warehouseman of a regular
warehouse is not required to own the warehouse and may lease the facility from
the owner. The warehouseman may also enter into a service arrangement pursuant
to which an agent or contractor performs the daily operations of the warehouse.
The warehouseman shall be responsible for the conduct of its agents or
contractors.

In the event that the warehouseman is unable properly to store or load out oil
for receipt holders because of another party's ownership of or control over the
warehouse, the warehouseman shall, at its own expense, provide each holder of an
outstanding receipt with either (a) a replacement warehouse receipt at another,
mutually acceptable regular warehouse, with adjustments for differences in
contract differentials or, if such replacement receipt is unavailable, (b) an
equivalent quantity and quality of the soybean oil designated in the warehouse
receipt at a mutually acceptable location.  (09/01/94)

1184.01  Revocation, Expiration or Withdrawal of Regularity   - Any regular
warehouse may be declared irregular at any time if it does not comply with the
conditions above set forth, or fails to carry out the prescribed duties of the
warehouseman. If the designation of a warehouse as regular shall be revoked a
notice of such revocation and the period of time, if any, during which the
receipts issued by such house shall thereafter be deliverable in satisfaction of
futures contracts in Crude Soybean Oil under the Rules and Regulations, shall be
posted on the bulletin board.

In the event of revocation, expiration or withdrawal of regularity, or in the
event of sale or abandonment

                                     1113


                         Ch11 Regularity of Warehouses

of the properties where regularity is not reissued, holders of outstanding
warehouse receipts shall be given thirty days to take load-out of the commodity
from the facility. If a holder of an outstanding warehouse receipt chooses not
to take load-out during this period, the facility must provide him with another
warehouse receipt at another, mutually acceptable regular warehouse, with
adjustments for differences in contract differentials. Alternatively, if such
warehouse receipt is unavailable, the facility must provide the holder with an
equivalent quantity and quality of the soybean oil designated in the warehouse
receipt at a mutually acceptable location. 2032 (09/01/94)

1185.01  Application for Declaration of Regularity   - All applications by
operators of warehouses for a Declaration of Regularity under Regulation 1181.01
shall be on the following form:

WAREHOUSEMAN'S APPLICATION FOR A DECLARATION OF REGULARITY FOR THE DELIVERY OF
CRUDE SOYBEAN OIL UPON CONTRACTS FOR FUTURE DELIVERY UNDER THE CHARTER, RULES
AND REGULATIONS OF THE BOARD OF TRADE OF THE CITY OF CHICAGO

                                                        ____________, 20________
BOARD OF TRADE OF THE CITY OF CHICAGO
Chicago, Illinois
Gentlemen:
We, the_________________________________________________(Hereinafter called
Warehousemen) owner or lessee of The_______________________________________
located at_________________________________________________________________
in the Illinois   ____________ Territory,
Eastern           ____________
Eastern Iowa      ____________
Southwest         ____________
Northwest         ____________

having a storage capacity of_______________________ pounds of Crude Soybean Oil,
licensed/not licensed under the Warehouse Act of the State of
______________________ having a bond in the sum of____________________ Dollars,
and having/not having a soybean processing plant attached with a maximum 24 hour
crushing capacity of___________bushels of Soybeans per day, do hereby make
application to the Board of the Trade of the City of Chicago (hereinafter called
Exchange) for a declaration of regularity to handle, receive, and store Crude
Soybean Oil for delivery upon contracts for future delivery, for a period
beginning____________________________ and ending midnight June 30 ____.

                            Conditions of Regularity

Such declaration of regularity, if granted, shall be cancellable by the Exchange
whenever the following conditions shall not be observed:

1.  The Warehouseman must:
(1) give such bonds to the Exchange as it may require.
(2) submit to the Exchange for approval with such application for a declaration
    of regularity, a tariff listing in detail the maximum rates for the handling
    and storage of Crude Soybean Oil; submit promptly to the Exchange  all
    changes in said tariff, publish and display such tariff.
    (The maximum charge for loading tank cars at delivery point shall not exceed
    1/40th of one cent per pound on any loading during the term of this
    application. The maximum charge for loading trucks at delivery point shall
    not exceed 1/25th of one cent per pound on any loading during the term of
    this application.)
(3) remove no Crude Soybean Oil from the warehouse other than oil owned by the
    warehouseman save at the request of the owner or owners thereof upon
    surrender of the warehouse receipts.
(4) notify the Exchange immediately of any change in capital ownership, or any
    reduction in total capital of 20 percent or more from the level reported in
    the last financial statement filed with the Exchange, or of any change of
    conditions of its warehouse.
(5) make such reports, keep such records, and permit such warehouse visitation
    as the Secretary of Agriculture may prescribe; comply with all applicable
    Rules and Regulations and orders promulgated by the Secretary of Agriculture
    or the Government Agency administering the Commodity Exchange Act; and
    comply with all requirements of the Exchange permitted or required by such
    Rules and Regulations or orders.
(6) make application for renewal of a declaration of regularity in writing on or
    before May 1, 1994, and every even year thereafter.
(7) submit an indemnification as prescribed by the Exchange if the Warehouseman
    leases the warehouse or has entered into some form of service arrangement
    pursuant to which an agent or contractor performs the daily operations of
    the warehouse.
(8) notify the Exchange immediately of any change in the maximum 24 hour
    crushing capacity of soybeans for a soybean processing plant attached to its
    warehouse.
2.  The Warehouse must be:
    (1) subject to the prescribed examination and approval of the Exchange.
    (2) properly safeguarded and patrolled.
    (3) connected to a railroad.
    (4) equipped with standard equipment and appliances for the convenient and
        expeditious handling of Crude Soybean Oil in bulk.
3.  The Warehouse and Warehouseman must conform to the uniform requirements of
    the Exchange as to location, accessibility, and suitability as may be
    prescribed by the Rules and Regulations of the Exchange.

                                     1114


                         Ch11 Regularity of Warehouses

                          Agreements of Warehouseman

The Warehouseman expressly agrees:
(1)  that all Crude Soybean Oil tendered in satisfaction of futures contracts
     will be weighed by an Official Weigher of the Exchange.
(2)  that all Crude Soybean Oil tendered in satisfaction of futures contracts
     will, when shipped from warehouse, be sampled by an Official Sampler and
     tested in accordance with Regulation 1140.01 of the Exchange.
(3)  that all warehouse receipts shall be registered with the Registrar of the
     Exchange.
(4)  to fulfill the duties set forth in Regulation 1180.01 of the Exchange.
(5)  to abide by the Rules and Regulations of the Exchange relating to the
     warehousing of Crude Soybean Oil deliverable in satisfaction of futures
     contracts and the delivery thereof in satisfaction of futures contracts.
(6)  that the Exchange may cancel said declaration of regularity, if granted,
     for any breach of such agreements.
(7)  that the signing of this application constitutes a representation that the
     conditions of regularity are complied with and will be observed during the
     life of the declaration of regularity and, if found to be untrue, the
     Exchange shall have the right to cancel said declaration of regularity
     immediately.
(8)  to have a representative in Chicago authorized and known to the Exchange to
     act in matters pertaining to warehouse receipts.
(9)  to be subject to the Association's Rules and Regulations pertaining to
     arbitration procedures, as set forth in Chapter 6, and with respect to
     compliance with Rules and Regulations pertaining to regularity, to be
     subject to the Association's Rules and Regulations pertaining to
     disciplinary procedures, as set forth in Chapter 5; and to abide by and
     perform any disciplinary decision imposed upon it or any arbitration award
     issued against it pursuant to such Rules and Regulations.
(10) to consent to the disciplinary jurisdiction of the Exchange for five years
     after regularity lapses for conduct pertaining to regularity which occurred
     while the firm was regular.

                                         _________________________________
                                                       Company

                                        By _________________________________
                                                         Title
Bond in the amount of________________  duly filed__________________________
                                    Date

                                         _________________________________
                                                       Secretary
This application is approved and a Declaration of Regularity is granted by the
Board of Trade of the City of Chicago.
____________________________
          Date

                                            ______________________________
                                                        Secretary
                                                                            2-35
(01/01/00)

1186.01  Regular Shippers   - (See Appendix 11A)  (09/01/94)

                                     1115




================================================================================
Chapter 12
Soybean Meal
================================================================================

                                                                                        
    Ch12 Trading Conditions............................................................    1202
           1201.00      Authority......................................................    1202
           1202.01      Application of Regulations.....................................    1202
           1204.01      Unit of Trading................................................    1202
           1205.01      Months Traded In...............................................    1202
           1206.01      Price Basis....................................................    1202
           1207.01      Hours of Trading...............................................    1202
           1208.01      Trading Limits.................................................    1202
           1208.01A     Trading Limits.................................................    1202
           1209.01      Last Day of Trading............................................    1202
           1210.01      Margin Requirements............................................    1202
           1211.01      Disputes.......................................................    1202
           1212.01      Position Limits and Reportable Positions.......................    1202

    Ch12 Delivery Procedures...........................................................    1203
           1236.01      Standards......................................................    1203
           1236.02      United States Origin Only......................................    1203
           1237.01      Official Chemists..............................................    1203
           1238.01      Sampling.......................................................    1203
           1239.01      Weighing.......................................................    1204
           1241.01      Shipping Plants................................................    1204
           1242.01      Deliveries by Soybean Meal Shipping Certificates...............    1205
           1243.01      Registration of Soybean Meal Shipping Certificates.............    1205
           1244.01      Certificate Format.............................................    1206
           1245.01      Lost or Destroyed Negotiable Warehouse Receipts................    1207
           1246.01      Date of Delivery...............................................    1207
           1247.00      Delivery Notice................................................    1207
           1247.01      Delivery Notices...............................................    1207
           1248.00      Method of Delivery.............................................    1207
           1249.00      Time of Delivery, Payment, Form of Delivery Notice.............    1207
           1249.01      Billing........................................................    1207
           1249.02      Buyers' Report of Eligibility to Receive Delivery..............    1207
           1249.03      Sellers' Invoice to Buyers.....................................    1207
           1249.04      Payment........................................................    1207
           1250.00      Duties of Members..............................................    1208
           1251.01      Office Deliveries Prohibited...................................    1208
           1254.00      Failure to Accept Delivery.....................................    1208
           1256.01      Premium Charges................................................    1208
           1256.03      Payment of Fees................................................    1208

    Ch12 Regularity of Issuers of Shipping Certificates................................    1209
           1290.01      Loading and Shipment of Meal Against Soybean Meal
                        Shipping Certificates..........................................    1209
           1291.01      Conditions of Regularity.......................................    1212
           1294.01      Revocation, Expiration or Withdrawal of Regularity.............    1213
           1295.01      Application for Declaration of Regularity......................    1213
           1296.01      Regular Shippers...............................................    1215


                                     1201


================================================================================
Chapter 12
Soybean Meal
================================================================================

Ch12 Trading Conditions

1201.00   Authority - On and after August 1,1951, trading in Soybean Meal
futures may be conducted under such terms and conditions as may be prescribed by
Regulation. 802 (09/01/94)

1202.01   Application of Regulations - Transactions in Soybean Meal futures
shall be subject to the general Rules of the Association as far as applicable
and shall also be subject to the Regulations contained in this Chapter which are
exclusively applicable to trading in Soybean Meal. 2051 (09/01/94)

1204.01   Unit of Trading - The unit of trading for Soybean Meal shall be 100
tons (2,000 pounds per ton). Bids and offers may be accepted in lots of 100 tons
of multiples thereof. 2056 (09/01/94)

1205.01   Months Traded In - Trading in Soybean Meal may be conducted in the
current month and any subsequent months. 2057 (09/01/94)

1206.01   Price Basis - All prices of soybean meal shall be basis free on board
cars, bulk; Decatur, Illinois, in multiples of 10 cents per ton. Contracts shall
not be made on any other price basis. 2058 (09/01/94)

1207.01   Hours of Trading - The hours of trading for future delivery in Soybean
Meal shall be from 9:30 A.M. to 1:15 P.M. except on the last day of trading in
an expiring future the hours with respect to such future shall be from 9:30 A.M.
to 12 o'clock noon subject to the provisions of the second paragraph of Rule
1007.00. Market shall be opened and closed with a public call made month by
month, conducted by such persons as the Regulatory Compliance Committee shall
direct. 2061 (09/01/94)

1208.01   Trading Limits - (See 1008.01)  (09/01/94)

1208.01A  Trading Limits - (See 1008.01A)  (09/01/94)

1209.01   Last Day of Trading - No trades in Soybean Meal futures deliverable in
the current month shall be made after the business day preceding the 15th
calendar day of that month. Any contracts remaining open after the last day of
trading must be either:

(a)  Settled by delivery no later than the second business day following the
     last trading day (tender on business day prior to delivery).

(b)  Liquidated by means of a bona fide exchange of futures for the actual cash
     commodity, no later than the business day following the last trading day.
     2063 (01/01/00)

1210.01   Margin Requirements - (See Regulation 431.03) 2065  (09/01/94)

1211.01   Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. 2066 (09/01/94)

1212.01   Position Limits and Reportable Positions - (See 425.01)  (09/01/94)

                                     1202


Ch12 Delivery Procedures

1236.01   Standards - The contract grade for delivery on futures contracts made
under these Regulations shall be Soybean Meal in bulk which conforms to the
following specifications:

48% Protein Soybean Meal, produced by conditioning ground soybeans and reducing
the oil content of the conditioned product by the use of hexane or homologous
hydrocarbon solvents. Standard specifications are:

     ----------------------------------------------------------------
       Protein                                    minimum 48.0%
     ----------------------------------------------------------------
       Fat                                        minimum 0.5%
     ----------------------------------------------------------------
       Fiber                                      maximum 3.5%
     ----------------------------------------------------------------
       Moisture (when shipped by Processor)       maximum 12.0%
     ----------------------------------------------------------------

It may contain a non-nutritive inert, non-toxic conditioning agent to reduce
caking and improve flowability. In an amount not to exceed that necessary to
accomplish its intended effect, but in no case exceed 0.5%. The name of the
conditioning agent must be shown as an added ingredient.

Testing methods shall be those approved by the Association of Official
Analytical Chemists and American Oil Chemists Society. 2053 (09/01/94)

1236.02   United States Origin Only - Effective September 1, 1992, a futures
contract for the sale of soybean meal shall be performed on the basis of United
States origin only upon written request by a taker of delivery at the time
loading orders are submitted. (09/01/94)

1237.01   Official Chemists - An official Chemist shall be any chemist who is
currently designated as an Official Referee Chemist for Meal by the National
Soybean Processors Association. Certificates of quality analysis by an Official
Chemist shall be binding on all parties. (09/01/94)

1238.01   Sampling - The official sample will be taken at origin by Automatic
Mechanical Sampler (A.O.C.S. Official Method BA 1-38, Rev. 1966) or Pneumatic
Probe Sampler (A.O.C.S. Official Method BA 1-38, Rev. 1966). Shipper shall, on
the next business day after loading, mail a portion of the official sample in an
air tight container properly identified to the owner at an address specified by
the owner when he submits loading orders.

Any shipment testing 12.5% moisture or less based on official sample shall not
be subject to rejection or penalty on account of moisture content. Penalty for
excess moisture:

        Excess moisture two times delivered market price on date of shipment for
        excess moisture from 12% to 13% and 21-2 times delivered market price on
        date of shipment for excess moisture above 13%.

        Any shipment testing no more than 0.3% of fiber above the fiber
        specification (based on official sample adjusted to 12% moisture) shall
        not be subject to rejection or penalty on account of fiber content. When
        the amount of fiber exceeds 3.8% (based on official sample adjusted to
        12% moisture), the shipment shall be discounted 1.0% of the delivered
        market price on date of shipment for each 0.1% fiber in excess of 3.5%.

        Any shipment of soybean meal testing within 0.5% of protein below 48%
        protein (basis official sample moisture 12.0% or less; protein to be
        calculated on 12.0% moisture basis if official sample moisture exceeds
        12.0%) shall not be subject to rejection or penalty on account of
        protein content. Protein deficiency claims shall be settled between the
        parties on the basis of two times the delivered market price per unit of
        protein on date of shipment and shall be calculated on the same moisture
        basis as for protein rejection.

If the owner's analysis of the official sample indicates quality deficiency, the
owner shall submit his analysis and claim in writing to the shipper within 30
days after arrival of car. The shipper shall, within five (5) business days,
after receipt of the owner's analysis and claim, report his analysis of the
official sample to the owner. In the event that the owner and the shipper do not
reach agreement on analysis and/or settlement, the third portion of the official
sample shall be sent to an Official Chemist and his analysis will be binding
upon both parties for final settlement. The expense of the analysis will be
borne

                                     1203


                           Ch12 Delivery Procedures
                           ------------------------

by the party in error.

If the owner and the shipper cannot agree that the official sample is
representative of the shipment, a representative sample shall be obtained at
destination by a disinterested qualified person mutually agreed upon by the
owner and shipper. Such destination sample must be obtained within 24 hours of
arrival and prior to unloading. "Constructive placement" shall be considered
arrival at destination. The official procedure for sampling at destination shall
be the Pneumatic Probe Sampler. (A.O.C.S. Method BA 1-38, Rev. 1966) and the
sample shall be submitted to an official chemist. The results of his analysis of
the destination sample shall be binding on both parties for final settlement.
The expense of such sampling and analysis, shall be borne by the owner if the
owner insists on destination sampling and analysis unless the shipper has failed
to take an official sample at origin, in which event, the expense of taking and
analyzing the destination sample shall be borne by the shipper. (09/01/94)

1239.01   Weighing - Weighing and official weights, as defined in the National
Soybean Processors Association Trading Rules for the Purchase and Sale of
Soybean Meal, shall be binding on all interested parties. (09/01/94)

1241.01   Shipping Plants - Soybean Meal Shipping Certificates shall specify
shipment from one of the plants currently regular for delivery and located in
Central Territory, Northeast Territory, Mid South Territory, Missouri Territory,
Eastern lowa Territory, or Northern Territory as defined in this Regulation.

The Exchange may declare additional shipping plants regular for delivery which
shall apply on all contracts outstanding or made thereafter.

                                 SHIPPING PLANTS

(a)  All loadings of soybean meal against Soybean Meal Shipping Certificates
     shall be in bulk free on board railroad cars at shipping plants.

(b)  Payment for Shipping Certificates issued in "Central Territory" (viz.:
     shipping plants located in Illinois and Kentucky) will be at contract
     price.

(c)  Payment for Shipping Certificates issued in "Northeast Territory" (viz.:
     shipping plants located in Indiana and Ohio) will be at a premium of $1.50
     per ton over contract price.

(d)  Payment for Shipping Certificates issued in "Mid South Territory" (viz.:
     shipping plants located in all of Tennessee and Arkansas and that part of
     Mississippi and Alabama north of a line extending eastward from the
     Arkansas and Louisiana border) will be at a premium of $6.50 per ton over
     contract price.

(e)  Payment for Shipping Certificates issued in "Missouri Territory" (viz.:
     shipping plants located in Missouri) will be at a premium of $1.00 per ton
     over contract price.

(f)  Payment for Shipping Certificates issued in "Eastern lowa Territory" (viz.:
     shipping plants located in lowa on and South of the main line of the
     Illinois Central Gulf RR from Dubuque, lowa to lowa Falls, lowa; and on and
     East of the main line of the Chicago Rock Island RR from lowa Falls to the
     Chicago & Northwestern RR from Des Moines through Blockton, lowa) will be
     made at a discount of $4.50 per ton under contract price.

(g)  Payment for Shipping Certificates issued in "Northern Territory" (viz.:
     shipping plants located in that portion of lowa not included in "Eastern
     lowa Territory") will be at a discount of $4.00 per ton under contract
     price.

(h)  For a given soybean crop year ending August 31 and a given Soybean Meal
     futures delivery territory except the "Central Territory," when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Meal
     Shipping Certificates to CBOT maximum 24 hour soybean meal production
     capacity within that Soybean Meal futures delivery territory, relative to
     that ratio for the combined remaining Soybean Meal territories, is less
     than or equal to 0.5, payment for Shipping Certificates issued from that
     territory will be at a premium of $.50 per ton over contract price in
     addition to the territorial delivery differential adjustment.

(i)  For a given soybean crop year ending August 31, when the "Central
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Meal Shipping Certificates to maximum

                                     1204


                           Ch12 Delivery Procedures
                           ------------------------


     CBOT 24 hour soybean meal production capacity within the Central Soybean
     Meal futures delivery territory, relative to that ratio for the combined
     remaining Soybean Meal territories, is less than or equal to 0.5, payment
     for Shipping Certificates issued from all other territories will be at a
     discount of $.50 per ton under contract price in addition to the
     territorial delivery differential adjustments.

(j)  For a given soybean crop year ending August 31 and a given Soybean Meal
     futures delivery territory except the "Central Territory," when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Meal
     Shipping Certificates to CBOT maximum 24 hour soybean meal production
     capacity within that Soybean Meal futures delivery territory, relative to
     that ratio for the combined remaining Soybean Meal territories, is greater
     than or equal to 2.0, payment for Shipping Certificates issued from that
     territory will be at a discount of $.50 per ton under contract price in
     addition to the territorial delivery differential adjustment.

(k)  For a given soybean crop year ending August 31, when the "Central
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Meal Shipping Certificates to CBOT maximum 24 hour soybean meal
     production capacity within the Central Soybean Meal futures delivery
     terriory, relative to that ratio for the combined remaining Soybean Meal
     territories, is greater than or equal to 2.0, payment for Shipping
     Certificates issued from all other territories will be at a premium of $.50
     per ton over contract price in addition to the territorial delivery
     differential adjustments.

*(l) Items (h) through (k) of Regulation 1241.01 shall apply to all CBOT Soybean
     Meal futures contracts delivered during a one calendar year period
     beginning with January following the soybean crop year ending August 31,
     provided that there are on a weekly average at least 150 CBOT outstanding
     Soybean Meal Shipping Certificates in all Soybean Meal delivery territories
     combined during that previous soybean crop year.

(m)  Based on the adjustments made to territorial delivery differentials during
     a given calendar year as outlined in items (h) through (I) of Regulation
     1241.01, the CBOT shall announce and publish by September 15 of that given
     calendar year new territorial delivery differentials applicable to all
     Soybean Meal futures contracts delivered during the next calendar year.
     (01/01/00)

1242.01   Deliveries by Soybean Meal Shipping Certificates - Deliveries of
Soybean Meal shall be made by delivery of Soybean Meal Shipping Certificates
issued by Shippers designated by the Exchange as regular to issue Soybean Meal
Shipping Certificates for Soybean Meal. In order to effect a valid delivery each
Soybean Meal Shipping Certificate must be endorsed by the holder making the
delivery. Such endorsement shall constitute a warranty of the genuineness of the
Certificate and of good title thereto, but shall not constitute a guaranty, by
any endorser, of performance by the issuer of the Certificate. 2067 (09/01/94)

1243.01   Registration of Soybean Meal Shipping Certificates - Soybean Meal
Shipping Certificates in order to be eligible for delivery must be registered
with the Official Registrar and in accordance with the requirements issued by
the Registrar. Registration of Soybean Meal Shipping Certificates shall also be
subject to the following requirements:

(a)  Shippers who are regular for delivery may register certificates at any
     time. The holder of a registered certificate may cancel its registration at
     any time. A certificate which has been cancelled may not be registered
     again.

(b)  No notice of intention to deliver a certificate shall be tendered to the
     Clearing House unless said certificate is registered and in the possession
     of the Clearing House member tendering the notice or unless a shipping
     certificate is registered and outstanding.

(c)  When a notice of intention to deliver a certificate has been tendered to
     the Clearing House, said certificate shall be considered to be
     "outstanding" until its registration is cancelled. The member issuing such
     notice shall transmit to the Registrar, at the same time the notice is
     tendered to the Clearing House, the certificate number and the name of the
     registered shipper. Said certificate shall remain outstanding until either
     the registration is cancelled or the issuing shipper declares the
     certificate is not outstanding. From this information and his own records
     of registration and of cancellations of outstanding certificates, the
     Registrar shall maintain a current record of the number of

                                     1205


                           Ch12 Delivery Procedures
                           ------------------------

     certificates that are outstanding and shall be responsible for posting this
     record on the Exchange Floor.

(d)  When a registered shipper regains control of an outstanding certificate
     calling for shipment from one of his plants, which in any manner relieves
     him of the obligation to ship meal upon demand of a party other than
     himself, the shipper shall by noon of the next business day either cancel
     the registration of said certificate or declare that said certificate is
     not outstanding but is to remain registered by transmitting to the
     Registrar the certificate number and the name and location of the shipping
     plant, except in the case where a notice of intention to redeliver said
     certificate for the shipper has been tendered to the Clearing House by 4:00
     p.m. of the day that the shipper regained control of said certificate.

(e)  The Registrar shall not divulge any information concerning the
     registration, delivery or cancellation of certificates other than the
     record posted on the Exchange Floor, except that he shall issue a weekly
     report showing the total number of certificates outstanding as of 4:00 P.M.
     on the last trading day of each week. In addition to the information posted
     on the Exchange Floor, this weekly report will show the names of shippers
     whose certificates are outstanding and the location of the shipping plants
     involved. 2069 (06/01/01)

1244.01   Certificate Format - The following form of Soybean Meal Shipping
Certificate shall be used with proper designation, indicating Central Territory,
Northeast Territory, Mid South Territory, Missouri Territory, Eastern lowa
Territory or Northern Territory.

                     BOARD OF TRADE OF THE CITY OF CHICAGO
                SOYBEAN MEAL SHIPPING CERTIFICATE FOR DELIVERY
                   IN SATISFACTION OF CONTRACT FOR 100 TONS
                      (2,000 POUNDS EACH) OF SOYBEAN MEAL

           This certificate not valid unless registered by the Registrar
           of the Board of Trade of the City of Chicago.

           ____________________________________________________________

           48% Protein Soybean Meal

           Shipping Plant of___________________________________________

           Located at__________________________________________________

           Registered total daily rate of loading of_________ tons.

           Total rate of loading per day shall be in accordance with
           Regulation 1290.01 (c) and (d). A premium charge of 7 cents
           per ton per calendar day for each day is to be assessed
           starting the day after registration by the Registrar of this
           Certificate. When loading orders specify rail shipment within
           four days, the premium charge shall continue through the
           business day following receipt of loading orders; otherwise,
           the premium charge shall continue through the day of loading.
           In the case of shipment by truck, the premium charge shall
           continue through the day of loading.

           For value received and receipt of this document properly
           endorsed and lien for payment of premium charges the
           undersigned shipper, regular for delivery under the Rules and
           Regulations of the Board of Trade of the City of Chicago,
           hereby agrees to deliver 100 tons (2,000 pounds each) of
           Soybean Meal in bulk conforming to the standards of the Board
           of Trade of the City of Chicago and ship said Soybean Meal in
           accordance with orders of the lawful owner of this document
           and in accordance with Rules and Regulations of the Board of
           Trade of the City of Chicago. Delivery shall be by covered
           hopper car or truck according to the registered loading
           capability of the

                                     1206


                           Ch12 Delivery Procedures
                           ------------------------

      shipper.

             Signed at___________________________ this________________________

             day of____________________________________, 20___________________

             __       Central Territory

             __       Northeast Territory

             __       Mid South Territory

             __       Missouri Territory

             __       Eastern lowa Territory

             __       Northern Territory     _________________________________

                                           By________________________________
                                             Authorized Signature of Issuer

             Registration date____________________

             Registrar's Number___________________ ___________________________

                                                    Registrar for Soybean Meal
                                         Board of Trade of the City of Chicago

      Registration cancelled for purpose of shipment of Soybean Meal by owner
      of certificate or by issuer of certificate for purpose of withdrawal of
      certificate.

             Cancellation Date_________________________  _____________________

                                                                 Registrar

      All premium charges have been paid on Soybean Meal covered by this
      certificate from date of registration, not counting date of registration
      but counting date of payment.

                                  Date_________________  by___________________

                                  Date__________________ by___________________

                                  Date__________________ by___________________

                                  Date__________________ by___________________

      Delivery of this Soybean Meal Shipping Certificate to issuer is
      conditioned upon loading of Soybean Meal in accordance with Rules and
      Regulations of the Board of Trade of the City of Chicago and a lien is
      claimed until all loadings are complete and proper shipping documents
      presented accompanying demand draft for freight and premium charges due
      which I (we) agree to honor upon presentation.

                                      ________________________________________
                                         Owner of this Soybean Meal Shipping
                                      Certificate or his duly authorized agent

                  Date___________________, 20________                     2080


(01/01/00)

1245.01   Lost or Destroyed Negotiable Warehouse Receipts - (See Regulation
1045.01) (04/01/00)

1246.01   Date of Delivery - Delivery of Soybean Meal Shipping Certificates may
be made by the Seller upon any permissible delivery day of the delivery month
but no later than the second business day following the last day of trading in a
delivery month. 2072 (09/01/94)

1247.00   Delivery Notice - (See 1047.00)  (09/01/94)

1247.01   Delivery Notices - (See 1047.01)  (09/01/94)

1248.00   Method of Delivery - (See 1048.00)  (09/01/94)

1249.00   Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

1249.01   Billing - (See 1241.01)  (09/01/94)

1249.02   Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

1249.03   Sellers' Invoice to Buyers - (See 1049.03)  (09/01/94)

1249.04   Payment - Payment is to be made by a check drawn on and certified by a
Chicago bank or by a Cashier's check issued by a Chicago Bank. 2073 (09/01/94)

                                     1207


                           Ch12 Delivery Procedures
                           ------------------------

1250.00   Duties of Members - (See 1050.00)  (09/01/94)

1251.01   Office Deliveries Prohibited - No office deliveries of soybean meal
shipping certificates may be made by Members of the Clearing Corporation. Where
a commission house as a Member of the Clearing Corporation has an interest in
both long and short for customers on its own books, it must tender to the
Clearing Corporation such notices of intention to deliver as it receives from
its customers who are short. 2064  (09/01/94)

1254.00   Failure to Accept Delivery - (See 1054.00)  (09/01/94)

1256.01   Premium Charges - No Soybean Meal Shipping Certificates shall be valid
for delivery on future contracts unless the premium charges shall have been paid
up to and including the 18th day of the preceding month and such payment
endorsed on the Soybean Meal Shipping Certificate unless registration is at a
later date. Unpaid accumulated premium charges shall be allowed and credited to
the Buyer by the Seller to and including the date of delivery.

If premium charges are not paid on-time up to and including the 18/th/ calendar
day preceding the delivery months of March and September and by the first
calendar day of each of these delivery months, a late charge will apply. The
late charge will be an amount equal to the total unpaid accumulated premium
charges multiplied by the "prime interest rate" in effect on the day that the
accrued storage rates are paid, all multiplied by the number of calendar days
that premium is overdue, divided by 360 days. The term "prime interest rate"
shall mean the lowest of the rates announced by each of the following four banks
at Chicago, Illinois, as its "prime rate": Bank of America-Illinois, Bank One,
Harris Trust & Savings Bank, and the Northern Trust Company.

The premium charges on Soybean Meal for delivery shall not exceed 7 cents per
ton per day. 2068 (06/01/01)

1256.03   Payment of Fees - All outloading fees, including weighing, to load
Soybean Meal into railroad car, are to be paid by issuer of Soybean Meal
Shipping Certificate. 2075 (09/01/94)

                                     1208


Ch12 Regularity of Issuers of Shipping Certificates
1290.01  Loading and Shipment of Meal Against Soybean Meal Shipping
Certificates -

(a) The operator of a shipping plant issuing Soybean Meal Shipping Certificates
    shall limit the number of Shipping Certificates issued to an amount not in
    excess of 15 times its registered total daily rate of loading plus the
    amount of meal or flakes in store (not limited to meal meeting minimum
    contract standards). All such meal or flakes in store must be stored in
    facilities for which the capacity has been registered with the Board of
    Trade and which have been inspected by the Registrar. The shipper shall
    register his total daily rate of loading covered hopper cars at not less
    than 40% nor more than 100% of his maximum 24 hour soybean meal production
    capacity. Each plant must be regular for a minimum total daily rate of
    loading of 200 tons per day.

(b) Each regular plant must also register a daily rate of loading for truck. The
    daily rate of loading for truck must be registered at not less than 40% of
    the registered total daily rate of loading for the plant.

(c) Each regular plant shall be required to load-out soybean meal against
    cancelled Shipping Certificates at a daily rate equivalent to the greater of
    either its registered total daily rate of loading, or 1/21st of the total
    amount of soybean meal represented by Shipping Certificates issued by the
    plant but not yet loaded.

(d) Each regular plant shall be required to load covered hopper cars against
    Shipping Certificates at a rate not greater than that established in
    paragraph (c), and trucks at a rate not greater than that determined by
    multiplying the rate established in paragraph (c) by the share of the
    registered total daily rate of loading registered by the plant as its daily
    rate of loading for truck. However, on days when rail and truck loading
    against Shipping Certificates takes place concurrently, the required daily
    rate of loading into each conveyance shall be determined by prorating the
    rate established in paragraph (c).

(e) The shipper shall assess a premium charge of 7 cents per ton per calendar
    day for each day a Soybean Meal Shipping Certificate is outstanding starting
    the day after the date of registration by the Registrar. When rail loading
    orders specify shipment within four business days the premium charge shall
    continue through the business day following the receipt of loading orders.
    Otherwise, the premium charge shall continue through the day of rail
    loading. "Business days" are those on which the Exchange is open for trading
    Soybean Meal. In the case of shipment by truck, the premium charge shall
    continue through the day of loading.

(f) The shipper shall maintain, in the immediate vicinity of the Exchange,
    either an office, or a duly authorized representative or agent approved by
    the Exchange, where owners of Shipping Certificates may pay premium charges,
    surrender properly endorsed Shipping Certificates for cancellation and file
    loading orders and shipping instructions.

(g) Rail Loading Procedures

    (1) The owner requesting rail load-out will furnish written rail loading
        orders and shipping instructions to the shipper by the close of business
        on the first business day following the date of cancellation of the
        Shipping Certificates in the Registrar's office. The loading orders
        shall specify if rail equipment will be the owner's (including leased
        cars) or shall specify the owner's election as to the type and size of
        covered hopper car to be ordered by the shipper. The shipper will load
        covered hopper cars with a  capacity of 75 tons or larger. Loadings will
        be in bulk, and shipments will be subject to the existing freight tariff
        Rules and Regulations of the railroads on file with the Interstate
        Commerce Commission at the time of loading. The shipper is responsible
        for loading suitable railroad owned or leased cars or owner's cars
        (including leased cars) which are available for loading at the facility.
        Owner and shipper will cooperate to ensure timely placement and loading
        of rail equipment or alternate shipping modes.

    (2) All loading orders and shipping instructions received prior to 2:00 p.m.
        on a given business day shall be considered dated that day and shall be
        entitled to equal treatment. Orders received after 2:00 p.m. on a
        business day shall be considered dated the following business day.
        Loading against all rail loading orders dated on a given business day
        shall be


                                     1209


              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

        completed before loading begins on any rail loading orders dated on a
        subsequent business day subject to the provisions of subparagraph 4 of
        this paragraph.

    (3) When rail loading orders and shipping instructions are received by 2:00
        p.m. of any given business day, the shipper will advise the owner by
        10:00 a.m. the following business day of loading dates and tonnage due.
        Notification will be by telephone, telex or telefax.

    (4) When a shipper has received one or more rail loading orders and shipping
        instructions, he shall begin loading against them within 4 business days
        following their receipt, unless the owner requests a deferred loading
        date in his loading orders. When loadings against rail loading orders
        cannot be completed on the fourth following business day of their
        receipt, the shipper shall continue loading against such loading orders
        on each calendar day thereafter. Shipping instructions are to be
        provided to the Shipper by the owner 2 business days before loading is
        to begin. The shipper shall load at the rate specified in paragraph (d)
        of this Regulation.

    (5) When loading against rail loading orders and shipping instructions
        received by a shipper prior to 2:00 p.m. on a given business day cannot
        be completed by the fourth following business day, the shipper shall
        allocate daily loadings against such loading orders as equitably as
        possible on a pro-rata basis. Starting of loading against small orders
        may be delayed until the first day when pro-ration entitles such an
        order to an allocation of a full car, but in such a case loading of the
        last car against the order shall be accelerated by the same number of
        days as loading of the first car was delayed.

    (6) The shipper shall load cars at the shipping plant designated in the
        Shipping Certificate. If it becomes impossible to load at the designated
        shipping plant because of an Act of God, fire, flood, wind, explosion,
        war, embargo, civil commotion, sabotage, law, act of government, labor
        difficulties or unavoidable mechanical breakdown, the shipper will
        arrange for covered hopper cars to be loaded at another regular shipping
        plant in conformance with the Shipping Certificate and will compensate
        the owner for any transportation loss resulting from the change in the
        location of the shipping plant. If the aforementioned condition of
        impossibility prevails at a majority of regular shipping plants, then
        shipment may be delayed for the number of days that such impossibility
        prevails at a majority of regular shipping plants.

    (7) Rail loading orders involving one or more Shipping Certificates shall be
        considered as one lot. The minimum amount shipped against each loading
        order shall be the number of Shipping Certificates specified therein
        times 100 tons. A tolerance of 5 tons over the total may be shipped to
        be settled at the market price at the time of shipment of the last car
        of the order.

    (8) Rail cars must be loaded to "full visible capacity" unless tonnage on
        cancelled shipping certificates does not cover rail car capacity.

    (9) The owner will be responsible for whatever demurrage costs that are
        involved in loading multiple car or trainload shipments. All demurrage
        charges must be substantiated with a citation of car numbers loaded
        against cancelled Shipping Certificates either by proper notations on
        the shipper's average demurrage agreement with the carrier or actual
        demurrage bills rendered against cars shipped. 2078

(h)  Truck Loading Procedures

    (1) The owner requesting truck load-out shall furnish written loading orders
        and shipping instructions to the shipper by the close of business on the
        first business day following the date of cancellation of Shipping
        Certificates in the Registrar's Office. The owner shall supply the
        trucks. Open-top trucks with a minimum capacity of 20 tons must be
        provided. No vans or trucks with porthole loading shall be acceptable.
        Owner and shipper shall cooperate to ensure timely placement and loading
        of truck equipment.

    (2) All truck loading orders and shipping instructions received prior to
        2:00 p.m on any given business day shall be considered dated that day
        and shall be entitled to equal treatment. Orders received after 2:00
        p.m. on a business day shall be considered dated the following business
        day.

                                     1210


              Ch12 Regularity of Issues of Shipping Certificates
              --------------------------------------------------

    (3)   When truck loading orders and shipping instructions are received by
          2:00 p.m. on any given business day, the shipper will advise the owner
          of loading dates and tonnage due by 10:00 a.m. the next business day.
          Notification will be by telephone, telex or telefax.

    (4)   The shipper shall begin loading against truck loading orders and
          shipping instructions on the fourth business day after their receipt.
          The shipper shall load at the rate specified in paragraph (d) of this
          Regulation.

    (5)   Truck loading shall occur during normal truck loading hours, as
          declared in the plant's application for regularity, and on normal
          business days. "Normal business days" shall be those on which the
          Exchange is open for trading Soybean Meal futures.

    (6)   A premium of $3.50/ton shall be applied to all shipments of meal
          loaded out by truck and shall be payable when shipping orders are
          filed.

    (7)   The owner shall present his trucks for loading at the shipping plant
          designated in the Shipping Certificate by 12:00 noon on the scheduled
          loading day. If trucks arrive by 12:00 noon, the shipper shall load
          the same day or be subject to the penalties and procedures specified
          in subparagraphs (10) and (11) of this paragraph (Truck Loading
          Procedures). If trucks arrive after 12:00 noon, the shipper shall be
          under no obligation to load and the owner shall be subject to the
          penalties and procedures specified in subparagraphs (8) and (9) of
          this paragraph.

    (8)   If the owner fails to present his trucks on time on the scheduled
          loading day, he shall be subject to a grace period until 12:00 noon
          the next business day and shall not be liable for a penalty up to that
          time. If the owner fails to present his trucks by 12:00 noon of the
          business day following the scheduled loading day, he shall be liable
          for a penalty of $4/ton/day for all meal not loaded out as scheduled.

    (9)   If, for any reason, the owner is unable to present his trucks for
          three consecutive normal business days, beginning with the originally
          scheduled loading day, the shipper may at his election:

          i)  Load the meal into rail cars for the owner and inform him of rail
              car numbers, or

          ii) Reissue a Shipping Certificate to the owner. If a Shipping
              Certificate is reissued, the premium charge specified in paragraph
              (e) of this Regulation shall be assessed retroactively, beginning
              the day after the business day following the receipt of loading
              orders.

          In these cases the owner is liable for the penalty specified in
          subparagraph (8) of this paragraph, if any, for two business days. The
          truck loading premium specified in subparagraph (6) of this paragraph
          shall be credited against any penalties due or refunded in full if
          there are no penalties due. If shipper elects either of these options
          he must promptly notify the owner.

    (10)  If the shipper fails to load the owner's trucks by 12:00 midnight on
          the scheduled loading day he shall be subject to a grace period until
          the next business day and shall not be subject to a penalty up to that
          time. If the shipper fails to load the owner's truck by 12:00 midnight
          of the business day following the scheduled loading day, he shall be
          liable for a penalty of $4/ton/day for all meal not loaded out as
          scheduled.

    (11)  If, for any reason, the shipper is unable to load the owner's trucks
          for three consecutive normal business days, beginning with the
          originally scheduled loading day, the shipper shall, with the owner's
          consent, make the meal available for truck load-out on the third day
          at another regular plant, in conformance with the Shipping
          Certificate, and will compensate the owner for any transportation loss
          resulting from the change in the location of the shipping plant.

    (12)  A tolerance of five tons over the total truck shipment may be loaded
          and settled at the market price at the time the last truck is loaded.

(i) Change of Election for Mode of Load-Out Due to Unavailability of Rail Cars



                                     1211


              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

    The owner may elect to amend rail loading orders to load-out by truck in the
    event of rail car unavailability. Rail loading orders amended in this manner
    shall be entitled to equal treatment. A premium of $3.50/ton shall be
    applied to all shipments of meal loaded-out by truck and shall be payable on
    the day loading orders were amended to specify the owner's election for
    load-out by truck.

(j) Certification of Soybean Meal - Effective September 1, 1992 and upon written
    request by a taker of delivery at the time loading orders are  submitted for
    the delivery of soybean meal against canceled shipping certificates, the
    shipper shall certify in writing to the taker of delivery on the day that
    the transportation conveyance is loaded that the soybean meal is produced
    from soybeans of U.S. origin only. Shipping certificates issued prior to
    September 1, 1992 will be deliverable against futures contracts beginning
    September 1992 only if the regular shipper provides certification on the
    shipping certificate that the U.S. origin-only option is available to the
    taker of delivery of soybean meal.  (05/01/95)

1291.01  Conditions of Regularity - Persons operating Soybean Meal Shipping
Plants who desire to have such plants made regular for delivery of Soybean Meal
under the Rules and Regulations shall make application for an initial
Declaration of Regularity on a form prescribed by the Board prior to May 1,
1994, and every even year thereafter, for a two year term beginning the
following July 1, 1994, and every even year thereafter, and at any time during a
current term for the balance of that term. Regular Soybean Meal Shipping Plants
who desire to increase their regular capacity during a current term shall make
application for the desired amount of total regular capacity on the same form.
Initial regularity for the current term and increases in regularity shall be
effective either thirty days after a notice that a bona fide application has
been received is posted on the floor of the exchange, or the day after the
application is approved by the Exchange, whichever is later. Applications for
renewal of regularity must be made prior to May 1, 1994, and every even year
thereafter, for the respective years beginning July 1, 1994, and every even year
thereafter and shall be on the same form.

The following shall constitute the requirements and conditions of regularity:

1.  The plant of the shipper making application shall be inspected by the
    Exchange.

2.  Such shipping plant shall be connected by railroad tracks with one or more
    railway lines.

3.  The operator or manager of such shipping plant shall be in good financial
    standing and credit, and shall meet the minimum financial requirements and
    financial reporting requirements set forth in Appendix 4E. No shipping plant
    shall be declared regular until the person operating the same files a bond
    with sufficient sureties in such sum and subject to such conditions as the
    Exchange may require.

4.  Such shipping plant shall be provided with standard equipment and appliances
    for the convenient and expeditious shipping of Soybean Meal in bulk in the
    conveyances for which the plant is registered with the Exchange according to
    Regulation 1290.01 (a) and (b).

5.  The operator or manager of such shipping plant shall honestly and cordially
    cooperate with the system of registration of Soybean Meal Shipping
    Certificates for Soybean Meal to be shipped in satisfaction of deliveries on
    futures contracts.

6.  No shipper shall engage in any unethical or inequitable practice or fail to
    comply with any law, Federal or State, or any rule or regulation promulgated
    thereunder.

7.  The shipper shall make such reports, keep such records, and permit  such
    processing plant visitations as the Secretary of Agriculture may prescribe,
    and shall comply with all applicable Rules and Regulations and orders
    promulgated by the Secretary of Agriculture or the government agency
    administering the Commodity Exchange Act, and shall comply with all
    requirements made by the Exchange because of such Rules and Regulations or
    orders.

8.  The plant must not have been continuously out of operation for the two
    consecutive years prior to application for regularity or renewal thereof.

9.  The operator or manager of such shipping plant shall accord every facility
    to the Exchange for the examination of the facility and the stocks of
    soybean meal which may be on hand at any time. Such examination may be made
    at any time.

                                     1212


              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

10. Soybean Meal inventory which is covered by shipping certificates tendered
    for delivery shall be insured against the contingencies provided for in a
    standard "All Risks" policy (including earthquake) to such an extent and in
    such amounts as required by the Exchange. The shipper shall furnish the
    Exchange with either a copy of the current insurance policy or policies, or
    a written confirmation from the insurance company that such insurance has
    been effected.

11. The operator or manager of such shipping plant shall be subject to the
    Association's Rules and Regulations pertaining to arbitration procedures, as
    set forth in Chapter 6, and, with respect to compliance with Rules and
    Regulations pertaining to a shipping plant's regularity, shall be subject to
    the Association's Rules and Regulations pertaining to disciplinary
    procedures, as set forth in Chapter 5. 2077

12. The operator or manager of such shipping plant shall consent to the
    disciplinary jurisdiction of the Exchange for five years after such
    regularity lapses, for conduct pertaining to regularity which occurred while
    the shipping plant was regular.  (09/01/94)

1294.01  Revocation, Expiration or Withdrawal of Regularity  - Any regular
shipper may be declared irregular at any time if he fails to carry out the
duties of delivery by Soybean Meal Shipping Certificate as prescribed by these
Regulations or violate any conditions of regularity. If designation of a shipper
as regular shall be revoked, the Exchange shall announce such revocation on the
bulletin board of the Exchange and also the period of time, if any, during which
the Soybean Meal Shipping Certificates issued by such shipper shall thereafter
be deliverable in satisfaction of futures contracts in Soybean Meal under the
Rules and Regulations.

In the event of revocation, expiration or withdrawal of regularity, or in the
event of sale or abandonment of the properties where regularity is not reissued,
holders of outstanding shipping certificates shall be given thirty days to take
load-out of the commodity from the facility. If a holder of an outstanding
shipping certificate chooses not to take load-out during this period, the
facility must provide him with another shipping certificate at another, mutually
acceptable regular shipping plant, with adjustments for differences in contract
differentials. Alternatively, if such shipping certificate is unavailable, the
facility must provide the holder with an equivalent quantity and quality of the
soybean meal designated in the shipping certificate at a mutually acceptable
location. 2079  (09/01/94)

1295.01  Application for Declaration of Regularity  - All applications by
operators of shipping plants for a Declaration of Regularity under Regulation
1291.01 shall be on the following form:

             SHIPPER'S APPLICATION FOR A DECLARATION OF REGULARITY
              FOR THE DELIVERY OF SOYBEAN MEAL UPON CONTRACTS FOR
           FUTURE DELIVERY UNDER THE CHARTER RULES AND REGULATIONS OF
                   THE BOARD OF TRADE OF THE CITY OF CHICAGO
                                                      _______________,20________

                     BOARD OF TRADE OF THE CITY OF CHICAGO
                               Chicago, Illinois
      Gentlemen:
      We, the______________________________________ (hereinafter
      called Shipper), owner or lessee of the__________________
      located at________________________ having a maximum 24 hour
      crushing capacity of____________ bushels of soybeans per day
      multiplied by the factor 0.022 for a maximum 24 hour production
      capacity of_______________ tons of Soybean Meal per day, having
      storage capacity for_________ tons of Soybean Meal, and
      applying_____________ tons as a registered total daily rate of
      loading (not less than 40% nor more than 100% of his maximum 24
      hour production capacity of soybean meal and a minimum of 200
      tons of regularity per day), (______ % of which shall be the
      registered daily rate of loading for truck. *Minimum 40%), as
      the basis of calculation for the purpose of Regulations 1290.01
      (a) 1290.01 (c) and 1290.01 (d), do hereby make application to
      the Board of Trade of the City of Chicago (herein after called
      Exchange), for a Declaration of Regularity to issue Soybean Meal
      Shipping Certificates for the Delivery of Soybean Meal upon
      contracts for future delivery for a period beginning July
      1,_________ and ending Midnight, June 30,___________. __ Central
      Territory __ Mid South Territory __ Eastern Iowa Territory __
      Northeast Territory __ Missouri Territory __ Northern Terrritory
      * As applicable, normal truck loading hours are______ a.m.
      to______ p.m., Central Daylight Saving Time.

                            Conditions of Regularity

      Such declaration of regularity, if granted, shall be cancellable
      by the Exchange whenever the following conditions shall not be
      observed:

      1.  The Shipper must:


                                     1213


              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

          (1)  give such bonds to the Exchange as it may require.

          (2)  notify the Exchange immediately of any change in its capital
               ownership, of any reduction in total capital of 20 percent or
               more from the level reported in the last financial statement
               filed with the Exchange, or of any change in the condition of its
               shipping facilities.

          (3)  make such reports, keep such records, and permit such shipping
               plant visitation as the Secretary of Agriculture may prescribe;
               comply with all applicable Rules and Regulations and orders
               promulgated by the Secretary of Agriculture or the Government
               agency administering the Commodity Exchange Act; and comply with
               all requirements of the Exchange permitted or required by such
               Rules and Regulations or orders.

          (4)  make application for renewal of the declaration of regularity in
               writing on or before May 1, 1994, and every even year thereafter.

          (5)  notify the Exchange immediately of any change in the maximum 24
               hour crushing capacity of soybeans at the soybean meal shipping
               plant.

      2.  The Shipping Plant must be:

          (1)  subject to the prescribed examination and approval of the
               Exchange.

          (2)  connected by railroad tracks to one or more railway lines.

          (3)  equipped with standard equipment and appliances for the
               convenient and expeditious shipping of Soybean Meal in bulk.

      3.  The Shipping Plant and the Shipper must conform to the requirements of
          the Exchange as to location, accessibility and suitability as may be
          prescribed in the Rules and Regulations of the Exchange.

      Agreements of the Shipper

      The Shipper expressly agrees:

      (1) that all Soybean Meal tendered in satisfaction of futures contracts
          shall be weighed by an Official Weigher of the Exchange.

      (2) that all Soybean Meal Shipping Certificates will be registered with
          the Registrar of the Exchange.

      (3) to fulfill the duties of a shipper issuing Soybean Meal Shipping
          Certificates as set forth in the Regulations in the Chapter of the
          Rules and Regulations of the Board of Trade of the City of Chicago
          pertaining to Soybean Meal.

      (4) to abide by the Rules and Regulations of the Exchange applicable to
          the issuance of Soybean Meal Shipping Certificates, shipping,
          application of billing, standards, and inspection of Soybean Meal.

      (5) that the Exchange may cancel said declaration of regularity, if
          granted, for any breach of said agreements.

      (6) that the signing of this application constitutes a representation that
          the conditions of regularity are complied with and will be observed
          during the life of the declaration of regularity and, if found to be
          untrue, the Exchange  shall have the right to cancel said declaration
          of regularity immediately.

      (7) to be subject to the Association's Rules and Regulations pertaining to
          arbitration procedures, as set forth in Chapter 6, and with respect to
          compliance with Rules and Regulations pertaining to regularity, to be
          subject to the Association's Rules and Regulations pertaining to
          disciplinary procedures, as set forth in Chapter 5; and to abide by
          and perform any disciplinary decision imposed upon it or any
          arbitration award issued against it pursuant to such Rules and
          Regulations.

      (8) to consent to the disciplinary jurisdiction of the Exchange for five
          years after regularity lapses for conduct pertaining to regularity
          which occurred while the firm was regular.


                                    ____________________________________________
                                                          Company
                                  By____________________________________________
                                                          Title
      Bond in the amount of___________________ duly filed_______________________
                                                                   Date
                                      __________________________________________
                                                                 Secretary
      This application is approved and a Declaration of Regularity is granted by
      the Board of Trade of the City of Chicago.

                                      __________________________________________
                                                        Secretary
      _____________________________
                  Date
                                                                            2081
(01/01/00)

                                     1214


              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------


1296.01  Regular Shippers  - (See Appendix 12A)  (09/01/94)


                                     1215




===================================================================================================================
Chapter 13
Oats Futures Options
===================================================================================================================
                                                                                                         
         Ch13 Trading Conditions............................................................................1302
                1301.00      Authority......................................................................1302
                1301.01      Application of Regulations.....................................................1302
                1302.01      Nature of Oats Futures Put Options.............................................1302
                1302.02      Nature of Oats Futures Call Options............................................1302
                1303.01      Trading Unit...................................................................1302
                1304.01      Striking Prices................................................................1302
                1305.01      Payment of Option Premium......................................................1303
                1306.01      Option Premium Basis...........................................................1303
                1307.01      Exercise of Option.............................................................1303
                1307.02      Automatic Exercise.............................................................1303
                1308.01      Expiration of Option...........................................................1303
                1309.01      Months Traded In...............................................................1303
                1310.01      Trading Hours..................................................................1303
                1311.01      Position Limits and Reportable Positions.......................................1304
                1312.01      Margin Requirements............................................................1304
                1313.01      Last Day of Trading............................................................1304
                1314.01      Option Premium Fluctuation Limits..............................................1304


                                     1301


================================================================================
Chapter 13
Oats Futures Options
================================================================================

Ch13 Trading Conditions

1301.00     Authority - (See Rule 2801.00.)  (09/01/94)

1301.01     Application of Regulations - Transactions in put and call options on
Oats futures contracts shall be subject to the general rules of the Association
as far as applicable and shall also be subject to the regulations contained in
this Chapter which are exclusively applicable to trading in put and call options
on Oats futures contracts. (See Rule 490.00) (09/01/94)

1302.01     Nature of Oats Futures Put Options - The buyer of one (1) Oats
futures put option may exercise his option at any time prior to expiration
(subject to Regulation 1307.01), to assume a short position in one (1) Oats
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Oats futures put option
incurs the obligation of assuming a long position in one (1) Oats futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer. (09/01/94)

1302.02     Nature of Oats Futures Call Options - The buyer of one (1) Oats
futures call option may exercise his option at any time prior to expiration
(subject to Regulation 1307.01), to assume a long position in one (1) Oats
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Oats futures call option
incurs the obligation of assuming a short position in one (1) Oats futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (09/01/94)

1303.01     Trading Unit - One (1) Oats futures contract of a specified contract
month on the Chicago Board of Trade 09/01/94)

1304.01     Striking Prices - Trading shall be conducted for put and call
options with striking prices (the "strikes") in integral multiples of five (5)
cents per oat futures contract (i.e., 2.50, 2.55, 2.60, etc.) in integral
multiples of ten (10) cents per bushel per Oat futures contract (i.e., 2.50,
2.60, 2.70, etc.) and in integral multiples of twenty (20) cents per bushel per
Oat futures contract (i.e., 2.80, 3.00, 3.20, etc.) as follows:

1.   a.  In integral multiples of ten cents, at the commencement of trading for
         an option contract, the following strikes shall be listed: one with a
         strike closest to the previous day's settlement price of the underlying
         Oat futures contract, the next five consecutive higher and the next
         five consecutive lower strikes (the "initial band"). If the previous
         day's settlement price is midway between two strikes, the closest price
         shall be the larger of the two.

     b.  In integral multiples of twenty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: the next
         four consecutive strikes above the initial band.

     c.  In integral multiples of ten cents, over time, strikes shall be added
         as necessary to insure that all strikes within 55 cents of the previous
         day's trading range of the underlying futures contract are listed (the
         "minimum band").

     d.  In integral multiples of twenty cents, over time, strikes shall be
         added as necessary to insure that the next four consecutive strikes
         above the minimum band are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2    a.  In integral multiples of five cents, at the commencement of trading for
         options that are traded in months in which Oat futures are not traded,
         and for standard option months, the business day they become the second
         deferred month, the following strike prices shall be listed: one with a
         strike closest to the previous day's settlement price of the underlying
         Oat futures contract and the next five consecutive higher and the next
         five consecutive lower strikes. For examples, five-cent strike price
         intervals for the September 2001 contract would be added on June 25,
         which is the business day after the expiration of the July contract
         month.

     b   Over time, new five-cent strike prices will be added to ensure that at
         least five strike prices exist above and below the previous day's
         trading range in the underlying futures.

3.   a.  In integral multiples of twenty cents, all strikes in which the
         previous day's delta factors (as determined by the Board of Trade) for
         both the put and call options are 0.10 or greater for two consecutive
         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b. In integral multiples of ten cents, during the month in which an option
        expires, all strikes in which the previous day's delta factors (as
        determined by the Board of Trade) for both the put

                                     1302


                            Ch13 Trading Conditions
                            -----------------------

           and call options are 0.10 or greater for two consecutive business
           days will be listed for trading.

4.      All strikes will be listed prior to the opening of trading on the
        following business day. The Exchange may modify the procedures for the
        introduction of strikes as it deems appropriate in order to respond to
        market conditions. (05/01/01)

1305.01 Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (09/01/94)

1306.01 Option Premium Basis - The premium for Oats futures options shall be in
multiples of one-eighth (1-8) of one cent per bushel of a 5,000 bushel Oats
futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(09/01/94)

1307.01 Exercise of Option - The buyer of an Oats futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on the expiration date:

        i)     to correct errors or mistakes made in good faith;

        ii)    to take appropriate action as the result of unreconciled Exchange
               option transactions;

        iii)   in exceptional cases involving a customer's inability to
               communicate to the member firm exercise instructions or the
               member firm's inability to receive such instructions prior to
               6:00 p.m. on the last day of trading. (12/01/99)

1307.02 Automatic Exercise - Notwithstanding the provisions of Regulation
1307.01 after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

        i)     to correct errors or mistakes made in good faith;

        ii)    to take appropriate action as the result of unreconciled Exchange
               option transactions;

        iii)   in exceptional cases involving a customer's inability to
               communicate to the member firm exercise instructions or the
               member firm's inability to receive such instructions prior to
               6:00 p.m. on the last day of trading. (12/01/99)

1308.01 Expiration of Option - Unexercised Oats futures options shall expire at
10:00 a.m. on the first Saturday following the last day of trading. (09/01/94)

1309.01 Months Traded In - Trading may be conducted in the nearby Oats futures
options contract month plus any succeeding months, provided however, that the
Board or a Committee authorized by the Board may determine not to list a
contract month. For options that are traded in months in which Oats futures are
not traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the February option contract is the March futures contract.
(09/01/00)

1310.01 Trading Hours - The hours of trading of options on Oats futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Oats futures contract, subject to the provisions of the second
paragraph in Rule 1007.00. On the last day of trading in an expiring option, the
expiring Oats futures options shall be closed with a public call, made strike
price by strike price, conducted by such persons as the Regulatory Compliance
Committee shall direct. Oats futures options shall be opened and closed for all
months and strike prices simultaneously or in such a manner as the Committee
shall direct. (03/01/00)

                                     1303


                            Ch13 Trading Conditions
                            -----------------------

1311.01        Position Limits and Reportable Positions - (See Regulation
               425.01) (10/01/00)

1312.01        Margin Requirements - (See Regulation 431.05)  (09/01/94)

*1313.01 Last Day of Trading - No trades in Oats futures options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Oats futures contract on the
last Friday which precedes by at least two [five} business days, the last
business day of the month preceding the option month. If such Friday is not a
business day, the last day of trading shall be the business day prior to such
Friday. (03/01/00)

*Additions underlined; Deletions bracketed for contracts from May 2001 forward.

1314.01 Option Premium Fluctuation Limits - Trading is prohibited during any day
except for the last day of trading in an Oats futures option at a premium of
more than the trading limit for the Oats futures contract above and below the
previous day's settlement premium for that option as determined by the Clearing
Corporation. On the first day of trading, limits shall be set from the lowest
premium of the opening range. (09/01/94)

                                     1304


===============================================================================
Chapter 14A
1,000 Ounce Silver Futures
===============================================================================

   Ch14A Trading Conditions.............................................  1402A
       A1401.00   Authority.............................................  1402A
       A1402.01   Application of Regulations............................  1402A
       A1404.01   Unit of Trading.......................................  1402A
       A1405.01   Months Traded In......................................  1402A
       A1406.01   Price Basis...........................................  1402A
       A1407.01   Hours of Trading......................................  1402A
       A1408.01A  Trading Limits........................................  1402A
       A1409.01   Last Day of Trading...................................  1402A
       A1409.02   Trading in the Last Three Days of the Delivery Month..  1402A
       A1410.01   Margin Requirements...................................  1402A
       A1411.01   Disputes..............................................  1402A
       A1412.01   Position Limits and Reportable Positions..............  1402A

   Ch14A Delivery Procedures............................................  1403A
       A1436.01   Standards.............................................  1403A
       A1440.01   Brands or Markings of Silver Bars.....................  1403A
       A1440.02   Withdrawal of Approval of Silver Brand or Marking.....  1403A
       A1440.03   Approved Brands.......................................  1403A
       A1440.04   Assaying..............................................  1403A
       A1441.01   Delivery Points.......................................  1403A
       A1442.01   Deliveries by Vault Receipts..........................  1403A
       A1442.02   Approved New York Contract Vaults.....................  1404A
       A1443.01   Issuance of Vault Receipts............................  1404A
       A1443.02   Deposit of Silver with Vaults.........................  1404A
       A1444.01   Receipt Format........................................  1404A
       A1446.01   Date of Delivery......................................  1406A
       A1447.01   Delivery Notices......................................  1406A
       A1448.01   Method of Delivery....................................  1406A
       A1449.00   Time of Delivery, Payment, Form of Delivery Notice....  1406A
       A1449.02   Buyers' Report of Eligibility to Receive Delivery.....  1406A
       A1449.03   Sellers' Invoice to Buyers............................  1406A
       A1449.04   Payment...............................................  1406A
       A1450.00   Duties of Members.....................................  1406A
       A1451.01   Office Deliveries Prohibited..........................  1406A
       A1454.00   Failure to Accept Delivery............................  1406A
       A1456.01   Storage and Transfer Fees.............................  1406A

   Ch14A Regularity of Vaults...........................................  1407A
       A1480.01   Duties of Vault Operators.............................  1407A
       A1481.01   Conditions of Regularity..............................  1407A
       A1484.01   Revocation of Regularity..............................  1407A
       A1485.01   Application for Declaration of Regularity.............  1408A
       A1486.01   Regular Vaults........................................  1409A

                                     1401A


===============================================================================
Chapter 14A
1,000 Ounce Silver Futures
===============================================================================

Ch14A Trading Conditions

A1401.00  Authority - On or after August 1,1969 trading in Silver may be
conducted under such terms and conditions as may be prescribed by regulation.
(09/01/94)

A1402.01  Application of Regulations - Transactions in Silver futures shall be
subject to the general rules of the Association as far as applicable to trading
in Silver. (09/01/94)

A1404.01  Unit of Trading - Silver shall be traded in units of 1,000 troy ounces
after the effective date of this regulation. Bids and offers may be accepted in
lots of 1,000 troy ounces or multiples thereof. (09/01/94)

A1405.01  Months Traded In - Trading in Silver may be conducted in the current
month and any subsequent months. (09/01/94)

A1406.01  Price Basis - All prices of Silver shall be basis Chicago, Illinois,
or New York, New York in multiples of 10/100 of one cent per troy ounce.
Contracts shall not be made on any other price basis. (05/01/01)

A1407.01  Hours of Trading - The hours of trading for future delivery in Silver
shall be from 7:25 a.m. to 1:25 p.m. On the last day of trading in an expiring
future the closing time with respect to such future shall be 1:25 p.m. subject
to the otherwise applicable provisions of the second paragraph of Rule 1007.00.
Market shall be opened and closed with a public call made month by month,
conducted by such persons as the Exchange shall direct. (09/01/94)

A1408.01A Trading Limits - (See 1008.01) (09/01/94)

A1409.01  Last Day of Trading - No trades in Silver futures deliverable in the
current month shall be made during the last three business days of that month
and any contracts remaining open must be settled by delivery or as provided in
Regulation 1409.02 after trading in such contracts has ceased; and if not
previously delivered, delivery must be made no later than the last business day
of the month. Tender shall be one business day prior to delivery. (09/01/94)

A1409.02  Trading in the Last Three Days of the Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 1409.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of a bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

A1410.01  Margin Requirements - (See Regulation 431.03) (09/01/94) (See 431.03)

A1411.01  Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. 7060 (09/01/94)

A1412.01  Position Limits and Reportable Positions - (See 425.01) (09/01/94)

                                     1402A


Ch14A Delivery Procedures

A1436.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be refined Silver in bars cast in basic weights of
1,000 troy ounces (each bar may vary no more than 12% more or less); assaying
not less than 999 fineness and must be a brand and marking officially listed by
the Exchange. 7051 (09/01/94)

A1440.01  Brands or Markings of Silver Bars - Brands or markings may be listed
with the Board of Trade to be deliverable in satisfaction of futures contracts
upon application and approval by the Exchange. The Exchange may require such
sureties as it deems necessary to accompany said applications. The Secretary's
Office shall keep on file descriptions and/or replicas of the brands or markings
of silver bars which are deliverable. The addition of brands or markings shall
be binding upon all such contracts outstanding as well as those entered into
after approval. 7073 (09/01/94)

A1440.02  Withdrawal of Approval of Silver Brand or Marking - If at any time the
metallurgical assay of any silver bars bearing a brand or marking on the
official list depreciates below 999 fineness, the Exchange may exclude said
brand or marking from the official list unless deliveries of bars bearing said
brand or markings are accompanied by certificates of analysis of an official
assayer showing a silver fineness of not less than 999. Notice of such action
shall be posted upon the bulletin board of the Association and the official list
shall indicate the limitation upon deliveries of said brand or marking. 7074
(09/01/94)

A1440.03  Approved Brands - (See Appendix 14A) (09/01/94)

A1440.04  Assaying - The Board of Trade at its sole discretion shall have the
authority at anytime to have assayed any silver bars covered by vault receipts
delivered against futures contracts. Costs to be borne by the Board of Trade.
7072 (09/01/94)

A1441.01  Delivery Points - Silver located at regular vaults at points approved
by the Exchange may be delivered in satisfaction of futures contracts. 7064
(09/01/94)

A1442.01  Deliveries by Vault Receipts - Deliveries on Silver futures contracts
shall be made by the delivery of depository vault receipts issued by vaults
which have been approved and designated as regular vaults by the Exchange for
the storage of Silver. Silver in bars must come to the regular vault directly
from an approved refiner or from another regular vault either on the Chicago or
New York contract by insured or bonded carrier. Vaults may issue receipts for
silver based on receipts for one bar each issued by said vault when the five
receipts originated from silver that was deliverable and registered on the Board
of Trade contract and subsequently broken into small lots and that said silver
bars were never removed from the vault in which it was originally deposited.

The vault receipts shall evidence that storage charges have been paid up to and
including December 31st of the current calendar year. Prepaid storage charges
shall be charged to the buyer by the seller from the date of the delivery to the
expiration of the storage charge period. Penalty charges for late storage
payments shall not be charged to the buyer by the seller. In order to effect a
valid delivery, each vault receipt must be endorsed by the clearing member
making delivery.

By the tender of a warehouse or vault receipt for silver duly endorsed for
delivery of the lot on an Exchange contract, the endorser shall be deemed to
warrant, to his transferee and each subsequent transferee of the receipt for
delivery on Exchange contracts, and their respective immediate principals, the
genuineness, validity, and worth of such receipt, the rightfulness and
effectiveness of his transfer thereof, and the quantity and quality of the
silver shown on the receipt.

In the event such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the silver, the
lot shall be immediately submitted for sampling and assaying to an assayer
approved by the Exchange. The expense of sampling and assaying shall, in the
first instance, be borne by the claimant. If a deficiency in quantity or quality
shall be determined by the assayer, the claimant shall have the right to recover
the difference in the market value and expenses incurred in connection with the
sampling and assaying and any cost of replacement of the silver. The claimant
may, at his option, proceed directly against the original endorser of the
warehouse or vault receipt upon Exchange delivery, or against any endorser prior
to claimant without seeking recovery from his immediate deliverer on the
Exchange contract and if the claim is satisfied by the original

                                     1403A


                           Ch14A Delivery Procedures
                           -------------------------

endorser of the warehouse or vault receipt, or any other endorser, all the
endorsers will be thereby discharged from liability to the claimant. If the
claimant seeks recovery from any endorser prior to him and his claim is
satisfied by such endorser, the party thus satisfying the claim will have a
similar option to claim recovery directly from any endorser prior to him.

Such claims as are in dispute between members of the Exchange may in each case
be submitted to arbitration under the Rules of the Exchange.

The liability of an endorser of a warehouse or vault receipt as provided herein
shall not be deemed to limit the rights of such endorser against any person or
party for whose account the endorser acted in making delivery on an Exchange
contract. If it shall be determined in such arbitration proceeding that any
endorser of a warehouse or vault receipt or the person or party for whom such
endorser acted was aware of the breach of warranty or was involved in a plan or
arrangement with the original endorser (or his principal) to place such inferior
silver in licensed store for use in deliveries upon Exchange contracts, such
endorsers shall not be entitled to recover from any prior endorser for the
breach of warranty. 7061 (09/01/94)

A1442.02  Approved New York Contract Vaults - (See Appendix 14C) (09/01/94)

A1443.01  Issuance of Vault Receipts - Vault receipts, in order to be eligible
for delivery, must be issued by a regular vault according to the following
procedures and with the following documentation retained by the regular vault:

(1)  For all vault receipts:

     (a)  Receipts shall be issued in numerical order.

     (b)  Copies shall be kept of any cancelled or voided receipts.

     (c)  A record shall be kept of the bar number and the corresponding
          receipt number.

(2)  For silver delivered into the vault directly from a refiner or an approved
     source:

     (a)  Copy of the bar listing which depicts the date of smelting, serial
          numbers, brand marking and troy ounces.

     (b)  Copy of the bonded carrier receipt for the transport of the silver
          from the approved source directly into the regular vault.

(3)  For silver converted from a receipt issued by another exchange:

     (a)  A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

A1443.02  Deposit of Silver with Vaults - Silver in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following information:

     1.   Authorization to receive silver.

     2.   Brand or markings.

     3.   Number of bars.

     4.   Identification (serial number) of each bar.

     5.   Weight of each bar.

     6.   Source (assay report when required-Regulation 1442.01).

     7.   Clearing member.

     8.   Carrier.

     9.   Date of arrival.

Shipments must be prepaid unless otherwise arranged with the regular vault. 7063
(09/01/94)

A1444.01  Receipt Format - The following form of vault receipt shall be used:

                                     1404A


                           Ch14A Delivery Procedures
                           -------------------------

          __________________________________________________________
                               (Name of Issuer)

          __________________________________________________________
                                   Address)

         Bearer Receipt No.______________

                              Chicago, Illinois,___________, 20_____

         Bearer Receipt No.______________

                              Chicago, Illinois,___________, 20_____

         RECEIVED from______________________________________________

         and stored at the above address in the safety deposit vaults
         of the undersigned, as a Bailee, subject to the provisions of
         Article 7 of the Illinois Uniform Commercial Code and the
         terms and conditions stated hereon, one (1) bar said to
         contain the total amount shown herein of Silver 999 fine.

         Said bar is deliverable only at said vault to the BEARER of
         this receipt upon surrender hereof, and upon payment of
         storage charges and other proper charges and expenses
         relating to said bars, for which charges and expenses the
         undersigned claims a lien.

         Payment of handling charges for deposit of said bars and of
         storage charges to the end of the current calendar year is
         hereby acknowledged. Storage charges for each subsequent
         calendar year are to be paid to the undersigned, in advance,
         at or before the expiration of the preceding calendar year.

         Bar identification markings of the bars covered by this
         receipt, as shown hereon, have been recorded by the
         undersigned on the basis of markings appearing on said bars.
         THE UNDERSIGNED HAS NOT ASCERTAINED, AND IS NOT RESPONSIBLE
         FOR, THE AUTHENTICITY OR CORRECTNESS OF MARKINGS ON, OR THE
         CONTENT, WEIGHT OR FINENESS OF, SAID BAR.

                        ----------------------------------------------
                                            (Issuer)

                                        By----------------------------
                                               Authorized Signature


                                                 BAR IDENTIFICATION MARKINGS

----------------------------------------------------------------------------
                                      WEIGHT

       SERIAL NUMBER               (Troy Ounces)            MARK OR BRAND
----------------------------------------------------------------------------

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

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

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

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

----------------------------------------------------------------------------
     Total___________               ___________
----------------------------------------------------------------------------


         STORAGE AND HANDLING CHARGES: Storage charges of___________
         per day per contract, minimum___________ per contract; plus
         _________ handling charge per contract tor each deposit and
         _________ for each withdrawal.

                               Storage Payments



-------------------------------------------------------------------------------
                                REC.
                              DEL.CHG.        STORAGE CHARGE
                           --------------------------------------
   RECEIVED FROM    DATE       AMOUNT      AMOUNT       PAID TO    SIGNATURE
-------------------------------------------------------------------------------

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

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

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

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

-------------------------------------------------------------------------------
                                  ENDORSEMENTS

           Date------------------- by-------------------------------------
           Date------------------- by-------------------------------------
           Date------------------- by-------------------------------------
                                                                      7078

                                     1405A


                           Ch14A Delivery Procedures
                           -------------------------

           (01/01/00)

A1446.01 Date of Delivery - Where Silver is sold for delivery in a specified
month, delivery of such Silver may be made by the Seller upon such day of the
specified month as the Seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. 7066 (09/01/94)

A1447.01  Delivery Notices - (See 1047.01) (09/01/94)

A1448.01  Method of Delivery - (See 1048.01) (09/01/94)

A1449.00  Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

A1449.02  Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

A1449.03  Sellers' Invoice to Buyers - In addition to the requirements of
1049.03, the seller shall mail a copy of the invoice to the vault or vaults who
issued the vault receipts being delivered. The seller will thereby notify the
vault of the transfer of ownership of the indicated vault receipts from the
seller to the buyer. The seller will be responsible for the payment of storage
charges unless the vault has been notified thereby. (09/01/94)

A1449.04  Payment - Payment is to be made by a check drawn on and certified by a
Chicago bank or by a Cashier's check issued by a Chicago bank. 7071 (09/01/94)

A1450.00  Duties of Members - (See 1050.00) (09/01/94)

A1451.01  Office Deliveries Prohibited - (See 1051.01) (09/01/94)

A1454.00  Failure to Accept Delivery - (See 1054.00) (09/01/94)

A1456.01  Storage and Transfer Fees - Storage charges, transfer fees and
in-and-out charges shall be set by each depository vault and the schedule of
such rates shall be posted with the Association, which should be notified at
least 60 days in advance of any changes in the rate schedule. Except as
otherwise provided, all charges for storage, etc., shall remain the
responsibility of the Seller until payment is made. 7065 (09/01/94)

                                     1406A


Ch14A Regularity of Vaults

A1480.01  Duties of Vault Operators - It shall be the duty of the operators of
all regular vaults:

(a)   To accept Silver for delivery on Chicago Board of Trade contracts,
      provided such Silver is ordered into the Vault by a Clearing Member of the
      Association, and all space in such vaults is not already filled or
      contracted for.

(b)   To notify the Board of Trade of any change in the condition of their
      vaults.

(c)   To release to the bearer of the receipt the bars covered by said receipt
      upon presentation of the receipt and payment of all storage and outloading
      charges no later than the business day following compliance with these
      provisions.

(d)   To keep stocks of Silver in storage in balance with Silver represented by
      its outstanding vault receipts. 7076 (09/01/94)

A1481.01  Conditions of Regularity - Persons operating depository vaults who
desire to have such vaults made regular for delivery of silver under the Rules
and Regulations shall make application for a Declaration of Regularity on a form
prescribed by the Exchange for a two year term expiring June 30, 1994, and every
even year thereafter. Regularity shall be effective 30 days after all terms and
conditions have been met and notice to that effect has been posted on the
bulletin board of the Association. Applications for renewal of regularity must
be made prior to May 1, 1994, and every even year thereafter, in each year for
the respective years beginning July 1, 1994, and every even year thereafter and
shall be on the same form. The following shall constitute the requirements and
conditions for regularity:

(1)   The vault making application shall be inspected by the Exchange.

(2)   The operator of such vault must be a U.S. Bank (either federal or state
      charter) or a corporation that acts in a fiduciary capacity with capital
      (capital, surplus and undivided earnings) in excess of $250,000,000. The
      Exchange may require the operator of the vault to file a bond with
      sufficient sureties in such sum and subject to such conditions as the
      Exchange sees fit.

(3)   Such vault shall be provided with standard equipment and appliances for
      the convenient and safe storage of Silver and provide for proper security.

(4)   The operator of such vault shall furnish to the Registrar all needed
      information to enable him to keep a correct record and account of all
      Silver received and delivered by them daily and of that remaining in store
      at the close of each week.

(5)   The operator of such vault shall accord every facility to any duly
      authorized committee for the examination of its books or records for the
      purpose of ascertaining the stocks of Silver. The Exchange shall have the
      authority to employ experts to determine the quantity and quality of
      Silver in said vault.

(6)   No vault shall be deemed suitable to be declared regular if its location,
      accessibility, tariffs, or other qualifications shall depart from
      uniformity to the extent that its receipts as tendered in satisfaction of
      futures contracts impair the efficacy of futures trading in this market,
      or if the operator of such vault engages in unethical or inequitable
      practices, or if the operator fails to comply with any laws, Federal or
      State, or Rules or Regulations promulgated under those laws.

(7)   The operator shall make such reports, keep such records, and permit such
      vault visitation as the Board of Trade may prescribe, and shall comply
      with all applicable Rules and Regulations.

(8)   Depository vaults must be located at points approved by the Exchange.

(9)   Vault operator shall maintain, in the immediate vicinity of the Exchange,
      either an office, or a duly authorized representative or agent (who must
      be a clearing member of the Exchange) approved by the Exchange, where
      owners of Vault Receipts may pay charges and surrender receipts for
      loading and shipment. 7075 (05/01/01)

A1484.01 Revocation of Regularity - Any regular vault may be declared by the
Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee, to be irregular at any time if it

                                     1407A


                          Ch14A Regularity of Vaults
                          --------------------------

does not comply with the conditions above set forth, or fails to carry out its
prescribed duties. If the designation of a vault as regular shall be revoked a
notice shall be posted on the bulletin board announcing such revocation and also
the period of time, if any, during which the receipts issued by such vault shall
thereafter be deliverable in satisfaction of futures contracts in Silver under
the Rules and Regulations. 7077 (09/01/94)

A1485.01  Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1481.01
shall be on the following form:

               APPLICATION FOR A DECLARATION OF REGULARITY FOR
               THE STORAGE OF SILVER UPON CONTRACTS FOR FUTURE
              DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.

Board of Trade of the City of Chicago
141 West Jackson Boulevard
Chicago, Illinois 60604

           Gentlemen:
           ________________________________________________(hereinafter called
           Vault), located at_____________________________, Chicago, Illinois
           606_________ and licensed/Incorporated under the laws
           of____________________________, having allocated storage capacity
           of____________ Troy ounces (hereinafter called Regular Capacity) for
           the storage of silver for delivery in satisfaction of futures
           contracts on the Board of Trade of the City of Chicago (hereinafter
           called Exchange), does hereby make application to the Exchange for a
           Declaration of Regularity to handle, receive and store such silver
           (hereinafter called Silver) for a period beginning__________________
           and ending midnight June 30, 20______.

                           Conditions of Regularity

           Such Declaration of Regularity, if granted, shall be cancellable by
           the Exchange whenever the following conditions shall not be observed:

           1.  The Vault must:

               (1)   give such bonds to the Exchange as may be reasonably
                     require.

               (2)   notify the Exchange promptly of any material change in
                     ownership or condition of its premises.

               (3)   make such reports, keep such records, and permit such
                     inspections as the Exchange may reasonably prescribe.

               (4)   comply with all applicable Rules and Regulations of
                     the Exchange; and comply with all requirements of the
                     Exchange permitted or required by such Rules and
                     Regulations.

           2.  The Vault must be:

               (1)   continuously located at a delivery point approved by the
                     Exchange.

               (2)   properly safeguarded and equipped to provide safe and
                     convenient storage of Silver.

                              Agreements of Vault

           The Vault expressly agrees:

           (1) in the event of revocation or expiration of regularity, to bear
               the expenses of the transfer of Silver to another regular vault
               satisfactory to the holders of its vault receipts.

           (2) neither to withdraw as a regular vault nor withdraw any Regular
               Capacity during the life of this Declaration of Regularity except
               after sixty (60) days notice to the Exchange or having obtained
               the consent of the Exchange.

           (3) to notify the Exchange at least sixty (60) days in advance of any
               changes in its maximum storage, penalty for late storage payment
               and handling charges as shown in the attached schedule.

           Submitted herewith is a specimen of the Vault's proposed vault
           receipt.
                                               ____________________________

           ________________________            By__________________________
                     Date                                 Title

           This application is approved and a Declaration of Regularity is
           hereby granted.

                     Board of Trade of the City of Chicago

                                               By__________________________


           ________________________
                     Date

                                               By__________________________

                                     1408A


                          Ch14A Regularity of Vaults
                          --------------------------

                                                         Secretary

                                                                        7079

           (05/01/01)

A1486.01  Regular Vaults - (See Appendix 14B)  (05/01/01)

                                     1409A




================================================================================================================
Chapter 14B
5,000 Ounce Silver Futures
================================================================================================================
                                                                                                        
         Ch14B Trading Conditions........................................................................  1411B
                B1401.00     Authority...................................................................  1411B
                B1402.01     Application of Regulations..................................................  1411B
                B1404.01     Unit of Trading.............................................................  1411B
                B1405.01     Months Traded In............................................................  1411B
                B1406.01     Price Basis.................................................................  1411B
                B1407.01     Hours of Trading............................................................  1411B
                B1408.01A    Trading Limits..............................................................  1411B
                B1409.01     Last Day of Trading.........................................................  1411B
                B1409.02     Trading in the Last Three Days of the Delivery Month........................  1411B
                B1410.01     Margin Requirements.........................................................  1411B
                B1411.01     Disputes....................................................................  1411B
                B1412.01     Position Limits and Reportable Positions....................................  1411B

         Ch14B Delivery Procedures.......................................................................  1412B
                B1436.01     Standards...................................................................  1412B
                B1440.01     Brands or Markings of Silver Bars...........................................  1412B
                B1440.02     Withdrawal of Approval of Silver Brand or Marking...........................  1412B
                B1440.03     Approved Brands.............................................................  1412B
                B1440.04     Assaying....................................................................  1412B
                B1441.01     Delivery Points.............................................................  1412B
                B1442.01     Deliveries by Vault Receipts................................................  1412B
                B1442.02     Approved New York Contract Vaults...........................................  1413B
                B1443.01     Issuance of Vault Receipts..................................................  1413B
                B1443.02     Deposit of Silver with Vaults...............................................  1413B
                B1444.01     Receipt Format..............................................................  1414B
                B1446.01     Date of Delivery............................................................  1415B
                B1447.01     Delivery Notices............................................................  1415B
                B1448.01     Method of Delivery..........................................................  1415B
                B1449.00     Time of Delivery, Payment, Form of Delivery Notice..........................  1415B
                B1449.02     Buyers' Report of Eligibility to Receive Delivery...........................  1415B
                B1449.03     Sellers' Invoice to Buyers..................................................  1415B
                B1449.04     Payment.....................................................................  1415B
                B1450.00     Duties of Members...........................................................  1415B
                B1451.01     Office Deliveries Prohibited................................................  1415B
                B1454.00     Failure to Accept Delivery..................................................  1415B
                B1456.01     Storage and Transfer Fees...................................................  1415B

         Ch14B Regularity of Vaults......................................................................  1416B
                B1480.01     Duties of Vault Operators...................................................  1416B
                B1481.01     Conditions of Regularity....................................................  1416B
                B1484.01     Revocation of Regularity....................................................  1416B
                B1485.01     Application for Declaration of Regularity...................................  1417B
                B1486.01     Regular Vaults..............................................................  1417B


                                     1410B


================================================================================
Chapter 14B
5,000 Ounce Silver Futures
================================================================================

Ch14B Trading Conditions

B1401.00  Authority - On or after August 1, 1969, trading in Silver may be
conducted under such terms and conditions as may be prescribed by regulation.
(09/01/94)

B1402.01  Application of Regulations - Transactions in Silver futures shall be
subject to the general rules of the Association as far as applicable to trading
in Silver.

For the purposes of this chapter, the trading day begins with the commencement
of trading in each evening session and ends with the close of trading in the
next afternoon session. (09/01/94)

B1404.01  Unit of Trading - Silver shall be traded in units of 5,000 troy ounces
after the effective date of this regulation. Bids and offers may be accepted in
lots of 5,000 troy ounces or multiples thereof. (09/01/94)

B1405.01  Months Traded In - Trading in Silver may be conducted in the current
month and any subsequent months. (09/01/94)

B1406.01  Price Basis - All prices of Silver shall be basis Chicago, Illinois or
New York, New York, in multiples of 10/100 of one cent per troy ounce. Contracts
shall not be made on any other price basis. (09/01/94)

B1407.01  Hours of Trading - The evening hours of trading for future delivery in
Silver shall be determined by the Board. The daytime hours of trading for future
delivery in Silver shall be from 7:25 a.m. to 1:25 p.m. On the last day of
trading in an expiring future the closing time with respect to such future shall
be 1:25 p.m. subject to the otherwise applicable provisions of the second
paragraph of Rule 1007.00. Market shall be opened and closed with a public call
made month by month, conducted by such persons as the Exchange shall direct.
(09/01/94)

B1408.01A Trading Limits - (See 1008.01) (09/01/94)

B1409.01  Last Day of Trading - No trades in Silver futures deliverable in the
current month shall be made during the last three business days of that month
and any contracts remaining open must be settled by delivery or as provided in
Regulation 1409.02 after trading in such contracts has ceased; and if not
previously delivered, delivery must be made no later than the last business day
of the month. Tender shall be one business day prior to delivery. (09/01/94)

B1409.02  Trading in the Last Three Days of the Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 1409.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of a bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

B1410.01  Margin Requirements - (See Regulation 431.03) (09/01/94)

B1411.01  Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. (09/01/94)

B1412.01  Position Limits and Reportable Positions - (See 425.01) (09/01/94)

                                     1411B


Ch14B Delivery Procedures

B1436.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be refined Silver in bars cast in basic weights of
1,000 or 1,100 troy ounces (each bar may vary no more than 10% more or less);
assaying not less than 999 fineness and made up of one or more brands and
markings officially listed by the Exchange. Delivery against contracts shall be
in units of 5,000 troy ounces (6% more or less) comprised of 4 or 5 individual
bars. (09/01/94)

B1440.01  Brands or Markings of Silver Bars - Brands or markings may be listed
with the Board of Trade to be deliverable in satisfaction of futures contracts
upon application and approval by the Exchange. The Exchange may require such
sureties as it deems necessary to accompany said applications. The Secretary's
Office shall keep on file descriptions and/or replicas of the brands or markings
of silver bars which are deliverable. The addition of brands or markings shall
be binding upon all such contracts outstanding as well as those entered into
after approval. (09/01/94)

B1440.02  Withdrawal of Approval of Silver Brand or Marking - If at any time the
metallurgical assay of any silver bars bearing a brand or marking on the
official list depreciates below 999 fineness, the Exchange may exclude said
brand or marking from the official list unless deliveries of bars bearing said
brand or markings are accompanied by certificates of analysis of an official
assayer showing a silver fineness of not less than 999. Notice of such action
shall be posted upon the bulletin board of the Association and the official list
shall indicate the limitation upon deliveries of said brand or marking.
(09/01/94)

B1440.03  Approved Brands - (See Appendix 14A) (09/01/94)

B1440.04  Assaying - The Board of Trade at its sole discretion shall have the
authority at anytime to have assayed any silver bars covered by vault receipts
delivered against futures contracts. Costs to be borne by the Board of Trade.
(09/01/94)

B1441.01  Delivery Points - Silver located at regular vaults at points approved
by the Exchange may be delivered in satisfaction of futures contracts.
(09/01/94)

B1442.01  Deliveries by Vault Receipts - Deliveries on Silver futures contracts
shall be made by the delivery of depository vault receipts issued by vaults
which have been approved and designated as regular vaults by the Exchange for
the storage of Silver. Silver in bars must come to the regular vault directly
from an approved refiner or from another regular vault for delivery either on
the Chicago or New York contract by insured or bonded carrier. Vaults may issue
receipts for silver based on receipts for one bar each issued by said vault when
the four or five receipts originated from silver that was deliverable and
registered on the Board of Trade contract and subsequently broken into small
lots and that said silver bars were never removed from the vault in which it was
originally deposited.

The vault receipts issued by Chicago vaults shall evidence that storage charges
have been paid up to and including December 31 of the current calendar year. A
clearing member delivering a New York vault receipt must also tender an
attachment that storage charges have been paid up to and including the calendar
year. Prepaid storage charges shall be charged to the buyer by the seller from
the date of the delivery to the expiration of the storage charge period. Penalty
charges for late storage payments shall not be charged to the buyer by the
seller. In order to effect a valid delivery, each vault receipt must be endorsed
by the clearing member making delivery.

By the tender of a warehouse or vault receipt for silver duly endorsed for
delivery of the lot on an Exchange contract, the endorser shall be deemed to
warrant, to his transferee and each subsequent transferee of the receipt for
delivery on Exchange contracts, and their respective immediate principals, the
genuineness, validity, and worth of such receipt, the rightfulness and
effectiveness of his transfer thereof, and the quantity and quality of the
silver shown on the receipt.

In the event such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the silver, the
lot shall be immediately submitted for sampling and assaying to an assayer
approved by the Exchange. The expense of sampling and assaying shall, in the
first instance, be borne by the claimant. If a deficiency in quantity or quality
shall be determined by the assayer, the claimant shall have the right to recover
the difference in the market value and expenses incurred in connection with the
sampling and assaying and any cost of replacement of the silver. The

                                     1412B


                           Ch14B Delivery Procedures
                           -------------------------

claimant may, at his option, proceed directly against the original endorser of
the warehouse or vault receipt upon Exchange delivery, or against any endorser
prior to claimant without seeking recovery from his immediate deliverer on the
Exchange contract and if the claim is satisfied by the original endorser of the
warehouse or vault receipt, or any other endorser, all the endorsers will be
thereby discharged from liability to the claimant. If the claimant seeks
recovery from any endorser prior to him and his claim is satisfied by such
endorser, the party thus satisfying the claim will have a similar option to
claim recovery directly from any endorser prior to him.

Such claims as are in dispute between members of the Exchange may in each case
be submitted to arbitration under the Rules of the Exchange.

The liability of an endorser of a warehouse or vault receipt as provided herein
shall not be deemed to limit the rights of such endorser against any person or
party for whose account the endorser acted in making delivery on an Exchange
contract. If it shall be determined in such arbitration proceeding that any
endorser of a warehouse or vault receipt or the person or party for whom such
endorser acted was aware of the breach of warranty or was involved in a plan or
arrangement with the original endorser (or his principal) to place such inferior
silver in licensed store for use in deliveries upon Exchange contracts, such
endorsers shall not be entitled to recover from any prior endorser for the
breach of warranty. (09/01/94)

B1442.02  Approved New York Contract Vaults - (See Appendix 14C) (09/01/94)

B1443.01  Issuance of Vault Receipts - Vault receipts, in order to be eligible
for delivery, must be issued by a regular vault according to the following
procedures and with the following documentation retained by the regular vault:

(1)  For all vault receipts:

     (a)  Receipts shall be issued in numerical order.

     (b)  Copies shall be kept of any cancelled or voided receipts.

     (c)  A record shall be kept of the bar number and the corresponding receipt
          number.

(2)  For silver delivered into the vault directly from a refiner or an approved
     source:

     (a)  Copy of the bar listing which depicts the date of smelting,
          serial numbers, brand marking and troy ounces.

     (b)  Copy of the bonded carrier receipt for the transport of the
          silver from the approved source directly into the regular vault.

(3)  For silver converted from a receipt issued by another exchange:

     (a)  A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

B1443.02  Deposit of Silver with Vaults - Silver in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following information:

     1.   Authorization to receive silver.

     2.   Brand or markings.

     3.   Number of bars.

     4.   Identification (serial number) of each bar.

     5.   Weight of each bar.

     6.   Source (assay report when required-Regulation 1442.01).

     7.   Clearing member.

     8.   Carrier.

     9.   Date of arrival.

                                     1413B


                           Ch14B Delivery Procedures
                           -------------------------

Shipments must be prepaid unless otherwise arranged with the regular vault.
(09/01/94)

B1444.01  Receipt Format - The following form of vault receipt shall be used:

        ________________________________________________________________________
                                (Name of Issuer)

        ________________________________________________________________________
                                    (Address)

        Bearer Receipt No.______________

                            Chicago, Illinois,_________________, 20________

        RECEIVED from___________________________________________________________

        and stored at the above address in the safety deposit vaults of the
        undersigned, as a Bailee, subject to the provisions of Article 7 of the
        Illinois Uniform Commercial Code and the terms and conditions stated
        hereon, four (4) or five (5) bars said to contain the total amount shown
        hereon of Silver 999 fine.

        Said bars are deliverable only at said vault to the BEARER of this
        receipt upon surrender hereof, and upon payment of storage charges and
        other proper charges and expenses relating to said bars, for which
        charges and expenses the undersigned claims a lien.

        Payment of handling charges for deposit of said bars and of storage
        charges to the end of the current calendar year is hereby acknowledged.
        Storage charges for each subsequent calendar year are to be paid to the
        undersigned, in advance, at or before the expiration of the preceding
        calendar year.

        Bar identification markings of the bars covered by this receipt, as
        shown hereon, have been recorded by the undersigned on the basis of
        markings appearing on said bars. THE UNDERSIGNED HAS NOT ASCERTAINED,
        AND IS NOT RESPONSIBLE FOR, THE AUTHENTICITY OR CORRECTNESS OF MARKINGS
        ON, OR THE CONTENT, WEIGHT OR FINENESS OF, SAID BAR.

               ______________________________________________________________
                                    (Issuer)

                                           By___________________________________
                                                      Authorized Signature

                           BAR IDENTIFICATION MARKINGS

------------------------------------------------------------------------------
                                       WEIGHT

       SERIAL NUMBER               (Troy Ounces)            MARK OR BRAND
------------------------------------------------------------------------------

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

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

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

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

------------------------------------------------------------------------------
     Total___________               ___________
------------------------------------------------------------------------------


           STORAGE AND HANDLING CHARGES: Storage charges of________________

           per day per contract, minimum________________ per contract; plus

           _______________handling charge per contract tor each deposit and

           _______________for each withdrawal.


                                Storage Payments



---------------------------------------------------------------------------------------------------------------
                                       REC. DEL.CHG.             STORAGE CHARGE
                                     --------------------------------------------------
    RECEIVED FROM          DATE           AMOUNT               AMOUNT        PAID TO           SIGNATURE
---------------------------------------------------------------------------------------------------------------
                                                                                
---------------------------------------------------------------------------------------------------------------

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

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

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

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


                                  ENDORSEMENTS

           Date_______________________ by_______________________________________
           Date_______________________ by_______________________________________
           Date_______________________ by_______________________________________
           (01/01/00)

                                     1414B


                           Ch14B Delivery Procedures
                           -------------------------

B1446.01  Date of Delivery - Where Silver is sold for delivery in a specified
month, delivery of such Silver may be made by the Seller upon such day of the
specified month as the Seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. (09/01/94)

B1447.01  Delivery Notices - (See 1047.01)  (09/01/94)

B1448.01  Method of Delivery - (See 1048.01)  (09/01/94)

B1449.00  Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

B1449.02  Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

B1449.03  Sellers' Invoice to Buyers - In addition to the requirements of
1049.03, the seller shall mail a copy of the invoice to the vault or vaults who
issued the vault receipts being delivered. The seller will thereby notify the
vault of the transfer of ownership of the indicated vault receipts from the
seller to the buyer. The seller will be responsible for the payment of storage
charges unless the vault has been notified thereby. (09/01/94)

B1449.04  Payment - Payment is to be made by a check drawn on and certified by a
Chicago bank or by a Cashier's check issued by a Chicago bank. (09/01/94)

B1450.00  Duties of Members - (See 1050.00) (09/01/94)

B1451.01  Office Deliveries Prohibited - (See 1051.01) (09/01/94)

B1454.00  Failure to Accept Delivery - (See 1054.00) (09/01/94)

B1456.01  Storage and Transfer Fees - Storage charges, transfer fees and
in-and-out charges shall be set by each depository vault and the schedule of
such rates shall be posted with the Association, which should be notified at
least 60 days in advance of any changes in the rate schedule. Except as
otherwise provided, all charges for storage, etc., shall remain the
responsibility of the Seller until payment is made. (09/01/94)

                                     1415B


Ch14B Regularity of Vaults

B1480.01  Duties of Vault Operators - It shall be the duty of the operators of
all regular vaults:

(a)  To accept Silver for delivery on Chicago Board of Trade contracts, provided
     such Silver is ordered into the Vault by a Clearing Member of the
     Association, and all space in such vaults is not already filled or
     contracted for.

(b)  To notify the Board of Trade of any change in the condition of their
     vaults.

(c)  To release to the bearer of the receipt the bars covered by said receipt
     upon presentation of the receipt and payment of all storage and outloading
     charges no later than the business day following compliance with these
     provisions.

(d)  To keep stocks of Silver in storage in balance with Silver represented by
     its outstanding vault receipts. (09/01/94)

B1481.01  Conditions of Regularity - Persons operating depository vaults who
desire to have such vaults made regular for delivery of silver under the Rules
and Regulations shall make application for a Declaration of Regularity on a form
prescribed by the Exchange for a two year term expiring June 30, 1994, and every
even year thereafter. Regularity shall be effective 30 days after all terms and
conditions have been met and notice to that effect has been posted on the
bulletin board of the Association. Applications for renewal of regularity must
be made prior to May 1, 1994, and every even year thereafter, for the respective
years beginning July 1, 1994, and every even year thereafter and shall be on the
same form. The following shall constitute the requirements and conditions for
regularity:

(1)  The vault making application shall be inspected by the Exchange.

(2)  The operator of such vault must be a U.S. Bank (either federal or state
     charter) or a corporation that acts in a fiduciary capacity with capital
     (capital, surplus and undivided earnings) in excess of $250,000,000. The
     Exchange may require the operator of the vault to file a bond with
     sufficient sureties in such sum and subject to such conditions as the
     Exchange sees fit.

(3)  Such vault shall be provided with standard equipment and appliances for the
     convenient and safe storage of Silver and provide for proper security.

(4)  The operator of such vault shall furnish to the Registrar all needed
     information to enable him to keep a correct record and account of all
     Silver received and delivered by them daily and of that remaining in store
     at the close of each week.

(5)  The operator of such vault shall accord every facility to any duly
     authorized committee for the examination of its books or records for the
     purpose of ascertaining the stocks of Silver. The Exchange shall have the
     authority to employ experts to determine the quantity and quality of Silver
     in said vault.

(6)  No vault shall be deemed suitable to be declared regular if its location,
     accessibility, tariffs, or other qualifications shall depart from
     uniformity to the extent that its receipts as tendered in satisfaction of
     futures contracts impair the efficacy of futures trading in this market, or
     if the operator of such vault engages in unethical or inequitable
     practices, or if the operator fails to comply with any laws, Federal or
     State, or Rules or Regulations promulgated under those laws.

(7)  The operator shall make such reports, keep such records, and permit such
     vault visitations as the Board of Trade may prescribe, and shall comply
     with all applicable Rules and Regulations.

(8)  Depository vaults must be located at points approved by the
     Exchange.(05/01/01)

B1484.01  Revocation of Regularity - Any regular vault may be declared by the
Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee, to be irregular at any time if it does not comply with the conditions
above set forth, or fails to carry out its prescribed duties. If the designation
of a vault as regular shall be revoked, notice of such revocation shall be
posted on the Association bulletin board and also the period of time, if any,
during which the receipts issued by such vault shall thereafter be deliverable
in satisfaction of futures contracts in Silver under the Rules and Regulations.
(09/01/94)

                                     1416B


                          Ch14B Regularity of Vaults
                          --------------------------

B1485.01  Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1481.01
shall be on the following form:

                APPLICATION FOR A DECLARATION OF REGULARITY FOR
                THE STORAGE OF SILVER UPON CONTRACTS FOR FUTURE
               DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.

     Board of Trade of the City of Chicago
     141 West Jackson Boulevard
     Chicago, Illinois 60604
     Gentlemen:
     ________________________________________________(hereinafter called Vault),
     located at_____________________________, Chicago, Illinois 606_________ and
     licensed/Incorporated under the laws of____________________________, having
     allocated storage capacity of____________ Troy ounces (hereinafter called
     Regular Capacity) for the storage of silver for delivery in satisfaction of
     futures contracts on the Board of Trade of the City of Chicago (hereinafter
     called Exchange), does hereby make application to the Exchange for a
     Declaration of Regularity to handle, receive and store such silver
     (hereinafter called Silver) for a period beginning__________________ and
     ending midnight June 30, 20______.

                           Conditions of Regularity

     Such Declaration of Regularity, if granted, shall be cancellable by the
     Exchange whenever the following conditions shall not be observed:

     1.   The Vault must:

          (1)  give such bonds to the Exchange as it may reasonably require.

          (2)  notify the Exchange promptly of any material change in ownership
               or condition of its premises.

          (3)  make such reports, keep such records, and permit such inspections
               as the Exchange may reasonably prescribe.

          (4)  comply with all applicable Rules and Regulations of the Exchange;
               and comply with all requirements of the Exchange permitted or
               required by such Rules and Regulations.

     2.   The Vault must be:

          (1)  continuously located at a delivery point approved by the
               Exchange.


          (2)  properly safeguarded and equipped to provide safe and convenient
               storage of Silver.


                              Agreements of Vault

     The Vault expressly agrees:

     (1)  in the event of revocation or expiration of regularity, to bear the
          expenses of the transfer of Silver to another regular vault
          satisfactory to the holders of its vault receipts.

     (2)  neither to withdraw as a regular vault nor withdraw any Regular
          Capacity during the life of this Declaration of Regularity except
          after sixty (60) days notice to the Exchange or having obtained the
          consent of the Exchange.

     (3)  to notify the Exchange at least sixty (60) days in advance of any
          changes in its maximum storage, penalty for late storage payment and
          handling charges as shown in the attached schedule.

     Submitted herewith is a specimen of the Vault's proposed vault receipt.

                                             ___________________________________
     ________________________________        By_________________________________
                       Date                                   Title

     This application is approved and a Declaration of Regularity is hereby
     granted.

                     Board of Trade of the City of Chicago

     ________________________________

                       Date

                                             By_________________________________
                                                             Secretary


(05/01/01)                                                                 7079

B1486.01  Regular Vaults - (See Appendix 14B) (09/01/94)

                                     1417B




===============================================================================================================
Chapter 15A
One Kilo Gold Futures
===============================================================================================================
                                                                                                     
         Ch15A Trading Conditions.......................................................................   1502A
                A1501.00     Authority..................................................................   1502A
                A1502.01     Application of Regulations.................................................   1502A
                A1504.01     Unit of Trading............................................................   1502A
                A1505.01     Months Traded In...........................................................   1502A
                A1506.01     Price Basis................................................................   1502A
                A1507.01     Hours in Trading...........................................................   1502A
                A1508.01A    Trading Limits.............................................................   1502A
                A1509.01     Last Day of Trading........................................................   1502A
                A1509.02     Trading in the Last Three Days of the Delivery Month.......................   1502A
                A1510.01     Margin Requirements........................................................   1502A
                A1511.01     Disputes...................................................................   1502A
                A1512.01     Position Limits and Reportable Positions...................................   1502A

         Ch15A Delivery Procedures......................................................................   1503A
                A1536.01     Standards..................................................................   1503A
                A1540.01     Brands and Markings of Gold................................................   1503A
                A1540.02     Withdrawal of Approval of Gold Brands and Markings.........................   1503A
                A1540.03     Approved Brands............................................................   1503A
                A1540.04     Assaying...................................................................   1503A
                A1541.01     Delivery Points............................................................   1503A
                A1542.01     Deliveries by Vault Receipts...............................................   1503A
                A1543.01     Issuance of Vault Receipts.................................................   1504A
                A1543.02     Deposit of Gold with Vaults................................................   1504A
                A1544.01     Receipt Format.............................................................   1505A
                A1546.01     Date of Delivery...........................................................   1505A
                A1547.01     Delivery Notices...........................................................   1505A
                A1548.01     Method of Delivery.........................................................   1506A
                A1549.00     Time of Delivery, Payment, Form of Delivery Notice.........................   1506A
                A1549.02     Buyers' Report of Eligibility to Receive Delivery..........................   1506A
                A1549.03     Sellers' Invoice to Buyers.................................................   1506A
                A1549.04     Payment....................................................................   1506A
                A1550.00     Duties of Members..........................................................   1506A
                A1551.01     Office Deliveries Prohibited...............................................   1506A
                A1554.00     Failure to Accept Delivery.................................................   1506A
                A1556.01     Storage and Transfer Fees..................................................   1506A

         Ch15A Regularity of Vaults.....................................................................   1507A
                A1580.01     Duties of Vault Operators..................................................   1507A
                A1581.01     Conditions of Regularity...................................................   1507A
                A1584.01     Revocation of Regularity...................................................   1507A
                A1585.01     Application for Declaration of Regularity..................................   1508A
                A1586.01     Regular Vault..............................................................   1509A


                                   1501A


================================================================================
Chapter 15A
One Kilo Gold Futures
================================================================================

Ch15A Trading Conditions

A1501.00       Authority - Whenever it shall be permitted by the U.S. Government
trading in Gold may be conducted under such terms and conditions as may be
prescribed by regulation. (09/01/94)

A1502.01       Application of Regulations - Transactions in Gold futures shall
be subject to the general rules of the Association as far as applicable to
trading in Gold. (09/01/94)

A1504.01       Unit of Trading - The unit of trading shall be 1 (one) gross
kilogram of gold. Bids and offers may be accepted in lots of 1 (one) gross
kilogram or multiples thereof. (09/01/94)

A1505.01       Months Traded In - Trading in Gold may be conducted in the
current month and any subsequent months. (09/01/94)

A1506.01       Price Basis - All prices of gold shall be basis in store in
approved vaults in Chicago, Illinois or New York, New York, in multiples of ten
cents per fine troy ounce. Contracts shall not be made on any other price basis.
(09/01/94)

A1507.01       Hours in Trading - The hours of trading for future delivery in
Gold shall be from 7:20 a.m. to 1:40 p.m. On the last day of trading in an
expiring future, the closing time with respect to such future shall be 1:40 p.m.
subject to the otherwise applicable provisions of the second paragraph of Rule
1007.00. (09/01/94)

A1508.01A      Trading Limits - (See 1008.01)  (09/01/94)

A1509.01       Last Day of Trading - No trades in Gold futures deliverable in
the current month shall be made during the last three business days of that
month and any contracts remaining open must be settled by delivery or as
provided in Regulation 1509.02 after trading in such contracts has ceased; and
if not previously delivered, delivery must be made no later than the last
business day of the month. Tender shall be one business day prior to delivery.
As is the case with other contracts, delivery notices and supporting data
processing (Delivery) cards must be made delivered to the Clearing House by 4:00
p.m. on position day except that, on the last notice day of the delivery month,
delivery notices and supporting data processing cards may be delivered to the
Clearing House until 2:00 p.m. on intention day. (09/01/94)

A1509.02       Trading in the Last Three Days of the Delivery Month - After
trading contracts for future delivery in the current delivery month has ceased
in accordance with Regulation 1509.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

A1510.01       Margin Requirements - (See Regulation 431.03)  (09/01/94)

A1511.01       Disputes - All disputes between interested parties may be settled
by arbitration as provided in the Rules and Regulations. (09/01/94)

A1512.01       Position Limits and Reportable Positions - (See 425.01)
(09/01/94)

                                     1502A


Ch15A Delivery Procedures

A1536.01       Standards - The contract grade for delivery on futures contracts
made under these Regulations shall be 1 (one) bar of refined gold cast in a
gross weight of 1 kilogram minimum, (for the purpose of this contract a kilogram
is a weight equal to 32.150 troy ounces), assaying not less than 995 fineness
and bearing brands and markings officially approved by the Exchange.

Settlement shall be the basis of the fine troy ounces of gold delivered.
(09/01/94)

A1540.01       Brands and Markings of Gold - Brands and markings deliverable in
satisfaction of futures contracts shall be listed with the Board of Trade upon
approval by the Exchange. The Exchange may require such sureties as it deems
necessary. The Secretary's Office shall keep on file the brands and markings of
gold bars which are deliverable. The addition of brands and markings shall be
binding upon all contracts outstanding as well as those entered into after
approval. (09/01/94)

A1540.02       Withdrawal of Approval of Gold Brands and Markings - If at
anytime a brand and marking fails to meet the requirements adopted by the
Exchange or the metallurgical assay of any gold bars bearing a brand and marking
on the official list depreciates below 995 fineness, the Exchange may exclude
said brand and marking from the official list unless deliveries of bars bearing
said brand and marking are accompanied by certificates of analysis of an
official assayer showing a gold fineness of not less than 995, and such
additional bond as the Exchange may deem necessary. Notice of such action shall
be given promptly in writing to each regular vault and shall be posted upon the
bulletin board of the Association and the official list shall indicate the
limitation upon deliveries of said brand and marking. (09/01/94)

A1540.03       Approved Brands - (See Appendix 15A)  (09/01/94)

A1540.04       Assaying - The Board of Trade at its sole discretion shall have
the authority at any time to have assayed any Gold bars covered by vault
receipts delivered against futures contracts. Cost to be borne by the Board of
Trade. (09/01/94)

A1541.01       Delivery Points - Gold located at regular vaults at points
approved by the Exchange (Regulation 1581.01) may be delivered in satisfaction
of futures contracts. (09/01/94)

A1542.01       Deliveries by Vault Receipts - Deliveries on Gold futures
contracts shall be made by the delivery of depository vault receipts issued by
vaults which have been approved and designated by the Board as regular vaults
for the storage of Gold. Gold bars must be good delivery bars as defined by
Board regulations and shipped under bond directly to the regular vault from an
approved vault; or must be bars purchased from an approved source and shipped
directly from that source under bond to the regular vault. Gold bars entering a
regular vault for delivery must be weighed at the vault by a weigher approved by
the Association.

The gross weight of the bars shall be recorded by the approved weigher on the
vault receipt (Regulation 1544.01) to the nearest one thousand (0.001) of a troy
ounce.

The vault receipt issued by Chicago vaults shall evidence that storage charges
have been paid up to and including the end of the Calendar quarter. A clearing
member delivering a New York vault receipt must also tender an attachment
stating that storage charges have been paid up to and including the end of the
calendar quarter. Prepaid Storage Charges shall be charged to the buyer by the
seller from the date of delivery to the expiration of the storage charge period.
In order to effect a valid delivery, each vault receipt must be endorsed by the
clearing member making delivery. If the owner removes gold from a vault, any
prepaid storage charges shall be refunded by the vault to the owner from the
date of removal of the gold to the expiration of the storage charge period. By
the tender of a vault receipt for Gold duly endorsed by delivery on an Exchange
contract, the endorser shall be deemed to warrant, to his transferee and each
subsequent transferee of the receipt for delivery on Exchange contracts, and
their respective immediate principals, the genuineness and worth of such
receipt, the rightfulness and effectiveness of the transfer thereof, and the
quantity and quality of the Gold shown on the receipt.

In the event that such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the Gold, the lot
shall be immediately submitted for sampling and assaying to any assayer approved
by the Exchange; the gold must be shipped under bond, and at

                                     1503A


                           Ch15A Delivery Procedures
                           -------------------------

the owner's expense, to the assayer. The expense of sampling and assaying shall
in the first instance, be borne by the claimant. If a deficiency in quantity or
quality shall be determined by the assayer, the claimant shall have the right to
recover the difference in the market value and expenses incurred in connection
with the sampling and assaying and any cost of replacement of Gold. The claimant
may, at his option, proceed directly against the original endorser of the
warehouse or vault receipt upon Exchange delivery, or against any endorser prior
to claimant without seeking recovery from his immediate deliverer on the
Exchange contract and if the claim is satisfied by the original endorser of the
warehouse or vault receipt, or any other endorser, all the endorsers will be
thereby discharged from liability to the claimant. If the claimant seeks
recovery from any endorser and his claim is satisfied by such endorser, the
party thus satisfying the claim will have a similar option to claim recovery
directly from any endorser prior to him. Such claims as are in dispute between
members of the Exchange may in each case be submitted to arbitration under the
Rules of the Exchange. The liability of an endorser of a vault receipt as
provided herein shall not be deemed to limit the rights of such endorser against
any person or party for whose account the endorser acted in making delivery on
an Exchange contract. If it shall be determined in such arbitration proceeding
that any endorser of a vault receipt or the person or party for whom such
endorser acted was aware of the breach of warranty or was involved in a plan or
agreement with the original endorser (or his principal) to place such inferior
Gold in licensed store for use in deliveries upon Exchange contracts, such
endorsers shall not be entitled to recover from any prior endorser for the
breach of warranty. (09/01/94)


A1543.01       Issuance of Vault Receipts - Vault receipts, in order to be
eligible for delivery, must be issued by a regular vault according to the
following procedures and with the following documentation retained by the
regular vault:

(1)     For all vault receipts:

        (a)    Receipts shall be issued in numerical order.

        (b)    Copies shall be kept of any cancelled or voided receipts.

        (c)    A record shall be kept of the bar number and the corresponding
               receipt number.

(2)     For gold delivered into the vault directly from a refiner or an approved
        source:

        (a)    Copy of the bar listing which depicts the date of smelting,
               serial numbers, brand marking and troy ounces.

        (b)    Copy of the bonded carrier receipt for the transport of the gold
               from the refiner or the approved source directly into the regular
               vault.

(3)     For gold converted from a receipt issued by another exchange:

        (a)    A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

A1543.02       Deposit of Gold with Vaults - Gold in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following written notice:

        1.     Request to receive gold.

        2.     Brands and markings.

        3.     Number of bars.

        4.     Identification (serial number) of each bar.

        5.     Weight of each bar.

        6.     Source.

        7.     Clearing member.

        8.     Carrier.

        9.     Date of arrival.

                                     1504A


                           Ch15A Delivery Procedures
                           -------------------------

Shipment must be prepaid unless otherwise arranged with the regular vault.
(09/01/94)

A1544.01  Receipt Format - The following form of vault receipt shall be used:

          __________________________________________________________________
                                (Name of Issuer)

          __________________________________________________________________

                                    (Address)

          Bearer Receipt No.________________________________________________

                                   Chicago, Illinois________________, 20____

          RECEIVED from_____________________________________________________

          and stored at the above address in the safety deposit vaults of the
          undersigned, as a Bailee, subject to the provisions of Article 7 of
          the____________________________ Uniform Commercial Code and the terms
          and conditions stated hereon, a gold bar SAID TO CONTAIN the amount
          shown hereon of Gold of the fineness indicated.

          Said bar is deliverable only at said vaults to the BEARER of this
          receipt upon surrender hereof and upon payment of storage charges and
          other proper charges and expenses relating to said bar, for which
          charges and expenses the undersigned claims a lien.

          Payment of handling charges for deposit of said bar and of storage
          charges to the end of the current calendar quarter is hereby
          acknowledged. Storage charges for each subsequent calendar quarter are
          to be paid to the undersigned, in advance, at or before the expiration
          of the preceding calendar quarter.

          Bar identification markings of bar covered by this receipt, as shown
          hereon, have been recorded by the undersigned on the basis of markings
          appearing on said bar. THE UNDERSIGNED HAS NOT ASCERTAINED, AND IS NOT
          RESPONSIBLE FOR, THE AUTHENTICITY OR CORRECTNESS OF MARKINGS ON, OR
          THE CONTENT, WEIGHT OR FINENESS OF, SAID BAR.
          ______________________________________________________________________
                                        (Issuer)

                                             By_________________________________
                                                      (Authorized Signature)

          Gross Weight as determined by a weigher approved by the Board of
          Trade of the City of Chicago________________troy ounces.

                                             ___________________________________
                                               Approved weigher of the Board of
                                                  Trade of the City of Chicago

                           BAR IDENTIFICATION MARKINGS


------------------------ -------------------------------------------- ---------------------- ----------------------
                                         Gross Weigh
                         --------------------------------------------
      Serial Number            Troy Ounces            Kilograms           Mark or Brand            Fineness
------------------------ ---------------------- --------------------- ---------------------- ----------------------
                                                             
------------------------ ---------------------- --------------------- ---------------------- ----------------------
------------------------ ---------------------- --------------------- ---------------------- ----------------------
                         ---------------------- --------------------- ----------------------
                         ---------------------- --------------------- ----------------------
        TOTALS           ---------------------- --------------------- ----------------------


           STORAGE AND HANDLING CHARGES: Storage charges of____________________________________________
           per calendar day per contract, minimum______________________________________________________ per
           contract, plus_________________________________________________ handling charge per contract for
           each deposit and withdrawal.


                                               Endorsements

           Date______________________________                 By___________________________________

           Date______________________________                 By___________________________________

           Date______________________________                 By___________________________________
                                                                                 9025A

           (01/01/00)


A1546.01       Date of Delivery - Where Gold is sold for delivery in specified
month, delivery of such Gold may be made by the Seller upon such day of the
specified month as the Seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. (09/01/94)

A1547.01       Delivery Notices - (See 1047.01)  (09/01/94)

                                     1505A


                           Ch15A Delivery Procedures
                           -------------------------

A1548.01       Method of Delivery - (See 1048.01)  (09/01/94)

A1549.00       Time of Delivery, Payment, Form of Delivery Notice - (See
1049.00) (09/01/94)

A1549.02       Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

A1549.03       Sellers' Invoice to Buyers - In addition to the requirements of
1049.03, the seller shall mail a copy of the invoice to the vault or vaults who
issued the vault receipts being delivered. The seller will thereby notify the
vault of the transfer of ownership of the indicated vault receipts from the
seller to the buyer. The seller will be responsible for the payment of storage
charges unless the vault has been notified thereby. (09/01/94)

A1549.04       Payment - Payment is to be made by a check drawn on and certified
by a Chicago bank or by a Cashier's check issued by a Chicago bank. (09/01/94)

A1550.00       Duties of Members - (See 1050.00)  (09/01/94)

A1551.01       Office Deliveries Prohibited - (See 1051.01)  (09/01/94)

A1554.00       Failure to Accept Delivery - (See 1054.00)  (09/01/94)

A1556.01       Storage and Transfer Fees - Storage charges, transfer fees and
in-and-out charges shall be set by each depository vault and the schedule of
such charges shall be posted with the Association, which shall be notified at
least 60 days in advance of any changes in the rate schedule. Except as
otherwise provided, all charges for storage, etc., shall remain the
responsibility of the Seller until payment is made. (09/01/94)

                                     1506A


Ch15A Regularity of Vaults

A1580.01       Duties of Vault Operators - It shall be the duty of the operators
of all regular vaults:

(a)     to accept Gold for delivery on Chicago Board of Trade contracts provided
        such Gold is ordered into the Vault by a Clearing Member of the
        Association, and all space in such vaults allotted for such purposes is
        not already filled or contracted for.

(b)     to ascertain that Gold bars are weighed by a weigher approved by the
        Association.

(c)     to notify the Board of Trade of any change in the condition of their
        vaults.

(d)     to release to the bearer of a receipt the bar covered by said receipt
        upon presentation of the receipt and payment of all storage and other
        charges no later than three business days following compliance with
        these provisions.

(e)     to keep Gold in storage in balance with Gold represented by its
        outstanding vault receipts. (09/01/94)

A1581.01       Conditions of Regularity - Companies operating depository vaults
as owners or lessees (hereinafter called "operators") who desire to have such
depository vaults made regular for delivery of Gold under the Rules and
Regulations shall make application for a Declaration of Regularity on a Form
prescribed by the Exchange for a two year term expiring June 30, 1994 and every
even year thereafter. Application for renewal of regularity must be made prior
to May 1, 1994, and every even year thereafter, in each year for the respective
years beginning July 1, 1994, and every even year thereafter, and shall be on
the same form. If the Exchange approves such application, the Declaration of
Regularity shall be posted on the bulletin board and thereafter the vault
receipts for Gold stored in such vaults shall be deliverable in satisfaction of
futures contracts under the Rules and Regulations. The following shall
constitute the requirements and conditions for regularity:

(1)     The vault making application shall be inspected.

(2)     The operator of such vault must be a Bank (either federal or state
        charter), or an entity owned and controlled by any such bank with
        capital (Capital, surplus and undivided earnings) in excess of
        $250,000,000 or be a depository corporation with first loss insurance of
        $250,000,000 issued by an insurer satisfactory to the Chicago Board of
        Trade. The Exchange may also require whatever sureties it deems
        necessary.

(3)     Such vault shall be provided with standard equipment and appliances for
        the convenient and safe storage of Gold, the weighing of Gold, and
        provide for proper security.

(4)     The operator of such vault shall furnish to the Registrar all needed
        information to enable him to keep a correct record and account of all
        Gold received and delivered by them daily and of that remaining in store
        at the close of each week.

(5)     The operator of such vault shall accord every facility to any duly
        authorized committee for the examination of its books or records for the
        purpose of ascertaining the stocks of Gold. The Exchange shall have the
        authority to employ experts to determine the quantity and quality of
        Gold in said vault.

(6)     No vault shall be deemed suitable to be declared regular if its
        location, accessibility, tariffs, or other qualifications shall depart
        from uniformity to the extent that its receipts as tendered in
        satisfaction of futures contracts will unduly depress the values of
        futures contracts or impair the efficacy of futures trading in this
        market, or if the operator of such vault engages in unethical or
        inequitable practices, or if the operator fails to comply with any laws,
        Federal or State, or Rules or Regulations promulgated under those laws.

(7)     The operator shall make such reports, keep such records, and permit such
        vault visitation as the Board of Trade may prescribe, and shall comply
        with all applicable Rules and Regulations.

(8)     Depository vaults must be in the City of Chicago, Illinois or in New
        York, New York. (09/01/94)

A1584.01       Revocation of Regularity - Any regular vault may be declared by
the Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee, to be irregular at any time if it

                                     1507A


                          Ch15A Regularity of Vaults
                          --------------------------

does not comply with the conditions above set forth, or fails to carry out its
prescribed duties. If the designation of a vault as regular shall be revoked, a
notice of such revocation shall be posted on the Bulletin board. Such notice
shall state the period of time, if any, during which the receipts issued by such
vault shall thereafter be deliverable in satisfaction of futures contracts in
Gold under the Rules and Regulations. (09/01/94)

A1585.01       Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1581.01
shall be on the following form:

                 APPLICATION FOR A DECLARATION OF REGULARITY FOR
                 THE STORAGE OF GOLD UPON CONTRACTS FOR FUTURE
                DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.

           Board of Trade of the City of Chicago
           141 West Jackson Boulevard
           Chicago, Illinois 60604

           Gentlemen:

           _________________________________________(hereinafter called Vault),

           located at________________________ and licensed____________________

           and incorporated under the laws of_________________________, having

           allocated storage capacity of____________ Troy ounces (hereinafter
           called Regular Capacity) for the storage of Gold for delivery in
           satisfaction of futures contracts on the Board of Trade of the City
           of Chicago (hereinafter called Exchange), does hereby make
           application to the Exchange for a Declaration of Regularity to
           handle, receive and store Gold (hereinafter called Gold) for a period
           beginning__________________ and ending midnight June 30, 20______.

                            Conditions of Regularity

           Such Declaration of Regularity, if granted, shall be cancellable by
           the Exchange whenever the following conditions shall not be observed:

           1.     The Vault must:

                  (1)      give such bonds to the Exchange as it may reasonably
                           require.

                  (2)      notify the Exchange promptly of any material change
                           in ownership or condition of its premises.

                  (3)      make such reports, keep such records, and permit such
                           inspections as the Exchange may reasonably prescribe.

                  (4)      comply with all applicable Rules and Regulations of
                           the Exchange; and comply with all requirements of the
                           Exchange permitted or required by such Rules and
                           Regulations.

           2.     The Vault must be:

                  (1)      in the City of Chicago, Illinois or in New York, New
                           York

                  (2)      properly safeguarded and equipped to weigh and to
                           provide safe and convenient storage of Gold.

                               Agreements of Vault

           The Vault expressly agrees:

           (1)    in the event of revocation or expiration of regularity, to
                  bear the expenses of the transfer of Gold under bond to
                  another regular vault satisfactory to the holders of its vault
                  receipts.

           (2)    neither to withdraw as a regular vault nor withdraw any
                  Regular Capacity during the life of this Declaration of
                  Regularity except after sixty (60) days notice to the Exchange
                  or having obtained the consent of the Exchange.

           (3)    to notify the Exchange at least sixty (60) days in advance of
                  any changes in its maximum storage and handling charges as
                  shown in the attached schedule.

           Submitted herewith is a specimen of the Vault's proposed vault
           receipt.

                                            _________________________________

           ______________________________   By_______________________________
                       Date                               Title

           This application is approved and a Declaration of Regularity is
           hereby granted.

                     Board of Trade of the City of Chicago

           _________________________________

                                    1508A


                          Ch15A Regularity of Vaults
                          --------------------------

             Date

                                     By_____________________________________
                                                     Secretary

                                                                      7079

      (01/01/00)

A1586.01       Regular Vault - (See Appendix 15B)  (09/01/94)

                                     1509A




================================================================================
Chapter 15B
100 Ounce Gold Futures
================================================================================
                                                                                                 
     Ch15B Trading Conditions.....................................................................  1511B
            B1501.00  Authority...................................................................  1511B
            B1502.01  Application of Regulations..................................................  1511B
            B1504.01  Unit of Trading.............................................................  1511B
            B1505.01  Months Traded In............................................................  1511B
            B1506.01  Price Basis.................................................................  1511B
            B1507.01  Hours in Trading............................................................  1511B
            B1508.01  Trading Limits..............................................................  1511B
            B1508.01A Trading Limits..............................................................  1511B
            B1509.01  Last Day of Trading.........................................................  1511B
            B1509.02  Trading in the Last Three Days of the Delivery Month........................  1511B
            B1510.01  Margin Requirements.........................................................  1511B
            B1511.01  Disputes....................................................................  1511B
            B1512.01  Position Limits and Reportable Positions....................................  1511B

     Ch15B Delivery Procedures....................................................................  1512B
            B1536.01  Standards...................................................................  1512B
            B1540.01  Brands and Markings of Gold.................................................  1512B
            B1540.02  Withdrawal of Approval of Gold Brands and Markings..........................  1512B
            B1540.03  Approved Brands.............................................................  1512B
            B1540.04  Assaying....................................................................  1512B
            B1541.01  Delivery Points.............................................................  1512B
            B1542.01  Deliveries by Vault Receipts................................................  1512B
            B1543.01  Issuance of Vault Receipts..................................................  1513B
            B1543.02  Deposit of Gold with Vaults.................................................  1513B
            B1544.01  Receipt Format..............................................................  1514B
            B1546.01  Date of Delivery............................................................  1515B
            B1547.01  Delivery Notices............................................................  1515B
            B1548.01  Method of Delivery..........................................................  1515B
            B1549.00  Time of Delivery, Payment, Form of Delivery Notice..........................  1515B
            B1549.02  Buyers' Report of Eligibility to Receive Delivery...........................  1515B
            B1549.03  Sellers' Invoice to Buyers..................................................  1515B
            B1549.04  Payment.....................................................................  1515B
            B1550.00  Duties of Members...........................................................  1515B
            B1551.01  Office Deliveries Prohibited................................................  1515B
            B1554.00  Failure to Accept Delivery..................................................  1515B
            B1556.01  Storage and Transfer Fees...................................................  1515B

     Ch15B Regularity of Vaults...................................................................  1516B
            B1580.01  Duties of Vault Operators...................................................  1516B
            B1581.01  Conditions of Regularity....................................................  1516B
            B1584.01  Revocation of Regularity....................................................  1516B
            B1585.01  Application for Declaration of Regularity...................................  1517B
            B1586.01  Regular Vault...............................................................  1518B


                                     1510B


===============================================================================
Chapter 15B
100 Ounce Gold Futures
===============================================================================

Ch15B Trading Conditions

B1501.00   Authority - Whenever it shall be permitted by the U.S. Government
trading in Gold may be conducted under such terms and conditions as may be
prescribed by regulation. (09/01/94)

B1502.01   Application of Regulations - Transactions in Gold futures shall be
subject to the general rules of the Association as far as applicable to trading
in Gold.

For the purposes of this chapter, the trading day begins with the commencement
of trading in each evening session and ends with the close of trading in the
next afternoon session. (09/01/94)

B1504.01   Unit of Trading - The unit of trading shall be 100 fine troy ounces
of gold. Bids and offers may be accepted in lots of 100 fine troy ounces or
multiples thereof. (09/01/94)

B1505.01   Months Traded In - Trading in Gold may be conducted in the current
month and any subsequent months. (09/01/94)

B1506.01   Price Basis - All prices of gold shall be basis in store in approved
vaults in Chicago, Illinois, or New York, New York, in multiples of ten cents
per fine troy ounce. Contracts shall not be made on any other price basis.
(09/01/94)

B1507.01   Hours in Trading - The evening hours of trading for future delivery
in Gold shall be determined by the Board. The daytime hours of trading for
future delivery in Gold shall be from 7:20 a.m. to 1:40 p.m. On the last day of
trading in an expiring future, the closing time with respect to such future
shall be 1:40 p.m. subject to the otherwise applicable provisions of the second
paragraph of Rule 1007.00. (09/01/94)

B1508.01   Trading Limits - (See 1008.01) (09/01/94)

B1508.01A  Trading Limits - (See 1008.01A) (09/01/94)

B1509.01   Last Day of Trading - No trades in Gold futures deliverable in the
current month shall be made during the last three business days of that month
and any contracts remaining open must be settled by delivery or as provided in
Regulation 1509.02 after trading in such contracts has ceased; and if not
previously delivered, delivery must be made no later than the last business day
of the month. Tender shall be one business day prior to delivery. As is the case
with other contracts, delivery notices and supporting data processing (Delivery)
cards must be made delivered to the Clearing Corporation by 4:00 p.m. on
position day except that, on the last notice day of the delivery month, delivery
notices and supporting data processing cards may be delivered to the Clearing
Corporation until 2:00 p.m. on intention day. (09/01/94)

B1509.02   Trading in the Last Three Days of the Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 1509.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of a bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

B1510.01   Margin Requirements - (See Regulation 431.03) (09/01/94)

B1511.01   Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. (09/01/94)

B1512.01   Position Limits and Reportable Positions - (See 425.01) (09/01/94)

                                     1511B


Ch15B Delivery Procedures

B1536.01   Standards - Each futures contract made under these regulations shall
be for 100 fine troy ounces of gold, although variation in the quantity of the
delivery unit not in excess of five percent of 100 fine troy ounces shall be
permitted. Delivery shall be by no more than three cast bars of refined gold, no
less than 995 fine and bearing brands and markings officially approved by the
Exchange; and no bar which contains less than 31 fine troy ounces of gold may be
delivered in fulfillment of a contract.

Settlement shall be the basis of the fine ounces of gold delivered. Refined gold
of fineness above 999.9 shall be considered to be 999.9 pure for the purpose of
calculating the fine gold content. (09/01/94)

B1540.01   Brands and Markings of Gold - Brands and markings deliverable in
satisfaction of futures contracts shall be listed with the Board of Trade upon
approval by the Exchange. The Exchange may require such sureties as it deems
necessary. The Secretary's Office shall keep on file the brands and markings of
Gold bars which are deliverable. The addition of brands and markings shall be
binding upon all contracts outstanding as well as those entered into after
approval. (09/01/94)

B1540.02   Withdrawal of Approval of Gold Brands and Markings - If at anytime a
brand and marking fails to meet the requirements adopted by the Exchange or the
metallurgical assay of any gold bars bearing a brand and marking on the official
list depreciates below 995 fineness, the Exchange may exclude said brand and
marking from the official list unless deliveries of bars bearing said brand and
marking are accompanied by certificates of analysis of an official assayer
showing a gold fineness of not less than 995, and such additional bond as the
Exchange may deem necessary. Notice of such action shall be given promptly in
writing to each regular vault and shall be posted upon the bulletin board of the
Association and the official list shall indicate the limitation upon deliveries
of said brand and marking. (09/01/94)

B1540.03 Approved Brands - (See Appendix 15A) (09/01/94)

B1540.04   Assaying - The Board of Trade at its sole discretion shall have the
authority at any time to have assayed any Gold bars covered by vault receipts
delivered against futures contracts. Costs to be borne by the Board of Trade.
(09/01/94)

B1541.01   Delivery Points - Gold located at regular vaults at points approved
by the Exchange (Regulation 1581.01) may be delivered in satisfaction of futures
contracts. (09/01/94)

B1542.01   Deliveries by Vault Receipts - Deliveries on Gold futures contracts
shall be made by the delivery of depository vault receipts issued by vaults
which have been approved and designated by the Board as regular vaults for the
storage of Gold. Gold bars must be good delivery bars as defined by Board
regulations and shipped under bond directly to the regular vault from an
approved vault; or must be bars purchased from an approved source and shipped
directly from that source under bond to the regular vault. Gold bars entering a
regular vault for delivery must be weighed at the vault by a weigher approved by
the Association.

The gross weight of bars shall be recorded by the approved weigher on the vault
receipt (Regulation 1544.01) to the nearest one thousandth (0.001) of a troy
ounce. The vault receipts issued by Chicago vaults shall evidence that storage
charges have been paid up to and including the end of the calendar quarter. A
clearing member delivering a New York vault receipt must also tender an
attachment stating that storage charges have been paid up to and including the
end of the calendar quarter. Prepaid Storage Charges shall be charged to the
buyer by the seller from the date of delivery to the expiration of the storage
charge period. In order to effect a valid delivery, each vault receipt must be
endorsed by the clearing member making delivery. If the owner removes gold from
a vault, any prepaid storage charges shall be refunded by the vault to the owner
from the date of removal of the gold to the expiration of the storage charge
period.

By the tender of a vault receipt for Gold duly endorsed for delivery on an
Exchange contract, the endorser shall be deemed to warrant, to his transferee
and each subsequent transferee of the receipt for delivery on Exchange
contracts, and their respective immediate principals, the genuineness and worth
of such receipt, the rightfulness and effectiveness of the transfer thereof, and
the quantity and quality of the Gold shown on the receipt.

                                     1512B


                          Ch15B Delivery Procedures
                          --------------------------

In the event that such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the Gold, the lot
shall be immediately submitted for sampling and assaying to any assayer approved
by the Exchange; the gold must be shipped under bond, and at the owner's
expense, to the assayer. The expense of sampling and assaying shall in the first
instance, be borne by the claimant. If a deficiency in quantity or quality shall
be determined by the assayer, the claimant shall have the right to recover the
difference in the market value and expenses incurred in connection with the
sampling and assaying and any cost of replacement of Gold. The claimant may, at
his option, proceed directly against the original endorser of the warehouse or
vault receipt upon Exchange delivery, or against any endorser prior to claimant
without seeking recovery from his immediate deliverer on the Exchange contract
and if the claim is satisfied by the original endorser of the warehouse or vault
receipt, or any other endorser, all the endorsers will be thereby discharged
from liability to the claimant. If the claimant seeks recovery from any endorser
and his claim is satisfied by such endorser, the party thus satisfying the claim
will have a similar option to claim recovery directly from any endorser prior to
him. Such claims as are in dispute between members of the Exchange may in each
case be submitted to arbitration under the Rules of the Exchange.

The liability of an endorser of a vault receipt as provided herein shall not be
deemed to limit the rights of such endorser against any person or party for
whose account the endorser acted in making delivery on an Exchange contract. If
it shall be determined in such arbitration proceeding that any endorser of a
vault receipt or the person or party for whom such endorser acted was aware of
the breach of warranty or was involved in a plan or agreement with the original
endorser (or his principal) to place such inferior Gold in licensed store for
use in deliveries upon Exchange contracts, such endorsers shall not be entitled
to recover from any prior endorser for the breach of warranty. (09/01/94)

B1543.01 Issuance of Vault Receipts - Vault receipts, in order to be eligible
for delivery, must be issued by a regular vault according to the following
procedures and with the following documentation retained by the regular vault:

(1)  For all vault receipts:

     (a)  Receipts shall be issued in numerical order.

     (b)  Copies shall be kept of any cancelled or voided receipts.

     (c)  A record shall be kept of the bar number and the corresponding receipt
          number.

(2)  For gold delivered into the vault directly from a refiner or an approved
     source:

     (a)  Copy of the bar listing which depicts the date of smelting, serial
          numbers, brand marking and troy ounces.

     (b)  Copy of the bonded carrier receipt for the transport of the gold from
          the refiner or the approved source directly into the regular vault.

(3)  For gold converted from a receipt issued by another exchange:

     (a)  A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

B1543.02  Deposit of Gold with Vaults - Gold in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following written notice:

     1.   Request to receive gold.

     2.   Brands and markings.

     3.   Number of bars.

     4.   Identification (serial number) of each bar.

     5.   Weight of each bar.

     6.   Source.

     7.   Clearing member.

                                     1513B


                           Ch15B Delivery Procedures
                           -------------------------

     8.   Carrier.

     9.   Date of arrival.

Shipment must be prepaid unless otherwise arranged with the regular vault.
(09/01/94)

B1544.01 Receipt Format - The following form of vault receipt shall be used:

         ______________________________________________________________________
                                (Name of Issuer)

         ______________________________________________________________________
                                    (Address)

         Bearer Receipt No.____________________________________________________

                                  Chicago, Illinois________________, 20________

         RECEIVED from_________________________________________________________

           and stored at the above address in the safety deposit vaults of the
           undersigned, as a Bailee, subject to the provisions of Article 7 of
           the____________________________ Uniform Commercial Code and the terms
           and conditions stated hereon, a gold bar SAID TO CONTAIN the amount
           shown hereon of Gold of the fineness indicated.

           Said bar is deliverable only at said vaults to the BEARER of this
           receipt upon surrender hereof and upon payment of storage charges and
           other proper charges and expenses relating to said bar, for which
           charges and expenses the undersigned claims a lien.

           Payment of handling charges for deposit of said bar and of storage
           charges to the end of the current calendar quarter is hereby
           acknowledged. Storage charges for each subsequent calendar quarter
           are to be paid to the undersigned, in advance, at or before the
           expiration of the preceding calendar quarter.

           Bar identification markings of bar covered by this receipt, as shown
           hereon, have been recorded by the undersigned on the basis of
           markings appearing on said bar. THE UNDERSIGNED HAS NOT ASCERTAINED,
           AND IS NOT RESPONSIBLE FOR, THE AUTHENTICITY OR CORRECTNESS OF
           MARKINGS ON, OR THE CONTENT, WEIGHT OR FINENESS OF, SAID BAR.

           ____________________________________________________________________
                                    (Issuer)

                                             By________________________________
                                                    (Authorized Signature)

           Gross Weight as determined by a weigher approved by the Board of
           Trade of the City of Chicago________________troy ounces.

                                              _________________________________
                                               Approved weigher of the Board of
                                               Trade of the City of Chicago

                           BAR IDENTIFICATION MARKINGS

--------------------------------------------------------------------------------
                                  Gross Weigh
                ---------------------------------------
Serial Number     Troy Ounces      Kilograms      Mark or Brand      Fineness
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
    TOTALS      -----------------------------------------------


         STORAGE AND HANDLING CHARGES: Storage charges of_____________________

         per calendar day per contract, minimum___________________________ per

         contract, plus_____________________________ handling charge per
         contract for each deposit and withdrawal.

                                 Endorsements

           Date______________________________   By____________________________

           Date______________________________   By____________________________

           Date______________________________   By____________________________

(01/01/00)
                                     1514B


                           Ch15B Delivery Procedures
                           -------------------------

B1546.01   Date of Delivery - Where Gold is sold for delivery in specified
month, delivery of such Gold may be made by the seller upon such day of the
specified month as the seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. (09/01/94)

B1547.01   Delivery Notices - (See 1047.01)  (09/01/94)

B1548.01   Method of Delivery - (See 1048.01)  (09/01/94)

B1549.00   Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

B1549.02   Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

B1549.03   Sellers' Invoice to Buyers - In addition to the requirements of
Regulation 1049.03, the seller shall mail a copy of the invoice to the vault or
vaults who issued the vault receipts being delivered. The seller will thereby
notify the vault of the transfer of ownership of the indicated vault receipts
from the seller to the buyer. The seller will be responsible for the payment of
storage charges unless the vault has been notified thereby. (09/01/94)

B1549.04   Payment - Payment is to be made by a check drawn on and certified by
a Chicago bank or by a Cashier's check issued by a Chicago bank. (09/01/94)

B1550.00   Duties of Members - (See 1050.00)  (09/01/94)

B1551.01   Office Deliveries Prohibited - (See 1051.01)  (09/01/94)

B1554.00   Failure to Accept Delivery - (See 1054.00)  (09/01/94)

B1556.01 Storage and Transfer Fees - Storage charges, transfer fees and in-and-
out charges shallbe set by each depository vault and the schedule of such
charges shall be posted with the Association, which shall be notified at least
60 days in advance of any changes in the rate schedule. Except as otherwise
provided, all charges for storage, etc., shall remain the responsibility of the
Seller until payment is made. (09/01/94)


                                     1515B


Ch15B Regularity of Vaults

B1580.01   Duties of Vault Operators - It shall be the duty of the operators of
all regular vaults:

(a)   to accept Gold for delivery on Chicago Board of Trade contracts provided
      such Gold is ordered into the Vault by a Clearing Member of the
      Association, and all space in such vaults allotted for such purposes is
      not already filled or contracted for.

(b)   to ascertain that Gold bars are weighed by a weigher approved by the
      Association.

(c)   to notify the Board of Trade of any change in the condition of their
      vaults.

(d)   to release to the bearer of a receipt the bars covered by said receipt
      upon presentation of the receipt and payment of all storage and other
      charges no later than three business days following compliance with
      these provisions.

(e)   to keep Gold in storage in balance with Gold represented by its
      outstanding vault receipts. (09/01/94)

B1581.01   Conditions of Regularity - Companies operating depository vaults as
owners or lessees (hereinafter called "operators") who desire to have such
depository vaults made regular for delivery of Gold under the Rules and
Regulations shall make application for a Declaration of Regularity on a form
prescribed by the Exchange for a two year term expiring June 30, 1994 and every
even year thereafter. Application for renewal of regularity must be made prior
to May 1, 1994 and every even year thereafter, for the respective years
beginning July 1, 1994 and every even year thereafter, and shall be on the same
form. If the Exchange approves such application, the Declaration of Regularity
shall be posted on the bulletin board and thereafter the vault receipts for Gold
stored in such vaults shall be deliverable in satisfaction of futures contracts
under the Rules and Regulations. The following shall constitute the requirements
and conditions for regularity:

(1)   The vault making application shall be inspected.

(2)   The operator of such vault must be a Bank (either federal or state
      charter), or an entity owned and controlled by any such bank with capital
      (Capital, surplus and undivided earnings) in excess of $250,000,000 or be
      a depository corporation with first loss insurance of $250,000,000 issued
      by an insurer satisfactory to the Chicago Board of Trade. The Exchange may
      also require whatever sureties it deems necessary.

(3)   Such vault shall be provided with standard equipment and appliances for
      the convenient and safe storage of Gold, the weighing of Gold, and provide
      for proper security.

(4)   The operator of such vault shall furnish to the Registrar all needed
      information to enable him to keep a correct record and account of all Gold
      received and delivered by them daily and of that remaining in store at the
      close of each week.

(5)   The operator of such vault shall accord every facility to any duly
      authorized committee for the examination of its books or records for the
      purpose of ascertaining the stocks of Gold. The Exchange shall have the
      authority to employ experts to determine the quantity and quality of Gold
      in said vault.

(6)   No vault shall be deemed suitable to be declared regular if its location,
      accessibility, tariffs, or other qualifications shall depart from
      uniformity to the extent that its receipts as tendered in satisfaction of
      futures contracts will unduly depress the values of futures contracts or
      impair the efficacy of futures trading in this market, or if the operator
      of such vault engages in unethical or inequitable practices, or if the
      operator fails to comply with any laws, Federal or State, or Rules or
      Regulations promulgated under those laws.

(7)   The operator shall make such reports, keep such records, and permit such
      vault visitation as the Board of Trade may prescribe, and shall comply
      with all applicable Rules and Regulations.

(8)   Depository vaults must be in the City of Chicago, Illinois or in New York,
      New York. (09/01/94)

B1584.01   Revocation of Regularity - Any regular vault may be declared by the
Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee to be irregular at any time if it does not comply with the conditions
above set forth, or fails to carry out its prescribed duties. If the designation
of a vault as regular shall be revoked, notice of such revocation shall be
posted on the

                                     1516B


                          Ch15B Regularity of Vaults
                          ---------------------------

bulletin board. Such notice shall state the period of time, if any, during which
the receipts issued by such vault shall thereafter be deliverable in
satisfaction of futures contracts in Gold under the Rules and Regulations.
(09/01/94)

B1585.01   Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1581.01
shall be on the following form:

                APPLICATION FOR A DECLARATION OF REGULARITY FOR
                 THE STORAGE OF GOLD UPON CONTRACTS FOR FUTURE
               DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.


      Board of Trade of the City of Chicago
      141 West Jackson Boulevard
      Chicago, Illinois 60604

      Gentlemen:

      ________________________________________________(hereinafter called
      Vault), located at___________________________ and
      licensed_________________________ and incorporated under the laws
      of____________________________, having allocated storage capacity
      of____________ Troy ounces (hereinafter called Regular Capacity) for the
      storage of Gold for delivery in satisfaction of futures contracts on the
      Board of Trade of the City of Chicago (hereinafter called Exchange), does
      hereby make application to the Exchange for a Declaration of Regularity to
      handle, receive and store Gold (hereinafter called Gold) for a period
      beginning__________________ and ending midnight June 30, 20______.

                           Conditions of Regularity

      Such Declaration of Regularity, if granted, shall be cancellable by the
      Exchange whenever the following conditions shall not be observed:

      1.     The Vault must:

             (1)    give such bonds to the Exchange as may be reasonably
                    required by the Exchange.

             (2)    notify the Exchange promptly of any material change in
                    ownership or condition of its premises.

             (3)    make such reports, keep such records, and permit such
                    inspections as the Exchange may reasonably prescribe.

             (4)    comply with all applicable Rules and Regulations of the
                    Exchange; and comply with all requirements of the Exchange
                    permitted or required by such Rules and Regulations.

      2.     The Vault must be:

             (1)    in the City of Chicago, Illinois or in New York, New York

             (2)    properly safeguarded and equipped to weigh and to provide
                    safe and convenient storage of Gold.



                              Agreements of Vault

      The Vault expressly agrees:

      (1)    in the event of revocation or expiration of regularity, to bear the
             expenses of the transfer of Gold under bond to another regular
             vault satisfactory to the holders of its vault receipts.

      (2)    neither to withdraw as a regular vault nor withdraw any Regular
             Capacity during the life of this Declaration of Regularity except
             after sixty (60) days notice to the Exchange or having obtained the
             consent of the Exchange.

      (3)    to notify the Exchange at least sixty (60) days in advance of any
             changes in its maximum storage and handling charges as shown in the
             attached schedule.

      Submitted herewith is a specimen of the Vault's proposed vault receipt.

                                              ______________________________

             _______________________          By____________________________
                       Date                                  Title

             This application is approved and a Declaration of Regularity is
             hereby granted.

             Board of Trade of the City of Chicago

                ________________________________


                                     1517B


                          Ch15B Regularity of Vaults
                          --------------------------

                  Date

                                             By_______________________________
                                                          Secretary

                                                                          7079

           (01/01/00)

B1586.01 Regular Vault - (See Appendix 15B)  (09/01/94)

                                     1518B


================================================================================
Chapter 16
Silver Futures Options
================================================================================

     Ch16 Trading Conditions.............................................. 1602
            1601.00  Authority............................................ 1602
            1601.01  Application of Regulations........................... 1602
            1602.01  Nature of Silver Futures Put Options................. 1602
            1602.02  Nature of Silver Futures Call Options................ 1602
            1603.01  Trading Unit......................................... 1602
            1604.01  Striking Prices...................................... 1602
            1605.01  Payment of Option Premium............................ 1603
            1606.01  Option Premium Basis................................. 1603
            1607.01  Exercise of Option................................... 1603
            1607.02  Automatic Exercise................................... 1603
            1608.01  Expiration of Option................................. 1603
            1609.01  Months Traded........................................ 1603
            1610.01  Trading Hours........................................ 1603
            1611.01  Position Limits...................................... 1603
            1612.01  Margin Requirements.................................. 1604
            1613.01  Last Day of Trading.................................. 1604
            1614.01  Option Premium Fluctuation Limits.................... 1604

                                     1601


================================================================================
Chapter 16
Silver Futures Options
================================================================================

Ch16 Trading Conditions

1601.00   Authority - (See Rule 2801.00).  (10/01/94)

1601.01   Application of Regulations - Transactions in put and call options on
Silver futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Silver futures contracts. (See Rule 490.00). (10/01/94)

1602.01   Nature of Silver Futures Put Options - The buyer of one (1) Silver
futures put option may exercise his option at any time prior to expiration,
(subject to Regulation 1607.01), to assume a short position in one (1) Silver
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Silver futures put option
incurs the obligation of assuming a long position in one (1) Silver futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer. (10/01/94)

1602.02   Nature of Silver Futures Call Options - The buyer of one (1) Silver
futures call option may exercise his option at any time prior to expiration,
(subject to Regulation 1607.01), to assume a long position in one (1) Silver
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Silver futures call option
incurs the obligation of assuming a short position in one (1) Silver futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (10/01/94)

1603.01   Trading Unit - One (1)1,000 ounce Silver futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

1604.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of:

(i)   twenty-five (25) cents per troy ounce for strike prices less than eight
      dollars;

(ii)  fifty (50) cents per troy ounce for strike prices greater than or equal to
      eight dollars but less than twenty dollars;

(iii) one (1) dollar per troy ounce for strike prices equal to or greater than
      twenty dollars.

At the commencement of trading the following options striking prices shall be
listed for each listed month: one with a striking price closest to the previous
day's settlement price on the underlying Silver futures contract month and the
next three consecutive higher and next three consecutive lower striking prices
closest to the previous day's settlement price. If the previous day's settlement
price is midway between two striking prices, the closest price shall be the
larger of the two.When a sale in the underlying Silver futures contract occurs
at a price greater than or equal to the price which is midway between the third
largest and fourth largest striking prices, a new striking price one increment
higher than the existing striking prices will be added. When a sale in the
underlying futures contract occurs at a price which is greater than or equal to
the price which is midway between the second and third highest striking prices,
two new striking prices one increment and two increments higher than the
existing striking prices will be added. When a sale in the underlying Silver
futures contract occurs at a price less than or equal to the price which is
midway between the third smallest and fourth smallest striking prices, a new
striking price one increment lower than the existing striking prices will be
added. When a sale in the underlying futures contract occurs at a price which is
less than or equal to the price which is midway between the second and third
lowest striking prices, two new striking prices one increment and two increments
lower than the existing striking prices will be added. All new striking prices
will be added prior to the opening of trading on the following business day.

No new striking prices may be added to an option during the month in which it
expires. The Exchange may modify the procedure for the introduction of striking
prices as it deems appropriate in order to

                                     1602


                            Ch16 Trading Conditions
                            -----------------------

respond to market conditions. (10/01/94)

1605.01   Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

1606.01   Option Premium Basis - The premium for Silver futures options shall be
in multiples of ten one-hundredths (10/100) of one cent per troy ounce (one
dollar ($1.00) per option contract) of a 1,000 ounce Silver futures contact.

However, when both sides of the trade are closing transactions, the option
premium may be equal to $1.00 (one dollar) per option contract. (10/01/94)

1607.01   Exercise of Option - The buyer of a Silver futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on expiration date:

(i)   to correct errors or mistakes made in good faith;

(ii)  to take appropriate action as the result of unreconciled Exchange option
      transactions;

(iii) in exceptional cases involving a customer's inability to communicate to
      the member firm exercise instructions or the member firm's inability to
      receive such instructions prior to 6:00 p.m. on the last day of trading.
      (12/01/99)

1607.02   Automatic Exercise - Notwithstanding the provisions of Regulation
1607.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

(i)   to correct errors or mistakes made in good faith;

(ii)  to take appropriate action as the result of unreconciled Exchange option
      transactions;

(iii) in exceptional cases involving a customer's inability to communicate to
      the member firm exercise instructions or the member firm's inability to
      receive such instructions prior to 6:00 p.m. on the last day of trading.
      (12/01/99)

1608.01   Expiration of Option - Unexercised Silver futures options shall expire
at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

1609.01   Months Traded - Trading may be conducted in Silver futures options in
the following months: February, April, June, August, October, December for any
fourteen month period which begins with the current nearby option month,
provided however, that the Board or a Committee authorized by the Board may
determine not to list a contract month. There shall be no trading in Silver
futures put options for months in which Silver futures are not traded on the
Chicago Board of Trade. (10/01/94)

1610.01   Trading Hours - The hours of trading of options on Silver futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be 1:25 p.m., subject
to the otherwise applicable provisions of the second paragraph of Rule 1007.00.
On the last day of trading in an expiring option, the expiring Silver futures
options shall be closed with a public call made striking price by striking
price, conducted by such persons as the Regulatory Compliance Committee shall
direct. On all other days, Silver futures options shall be opened and closed
with a public call made month by month for all striking prices simultaneously
for all options which share a common expiration date. Each month for silver
futures options shall be opened and closed simultaneously with the opening and
closing of the same month for silver futures. The public call for opening and
closing Silver futures options shall be conducted by such persons as the
Regulatory Compliance Committee shall direct. (03/01/00)

1611.01   Position Limits - (See Regulation 425.01)  (10/01/00)

                                     1603


                            Ch16 Trading Conditions
                            -----------------------

1612.01   Margin Requirements -  (See Regulation 431.05)  (10/01/94)

*1613.01  Last Day of Trading - No trades in Silver futures options expiring in
the current month shall be made after 1:25 p.m. on the last Friday which
precedes by at least two [five] business days, the first notice day for the
corresponding Silver futures contract. If such Friday is not a business day, the
last day of trading shall be the business day prior to such Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from December 2000
forward.

1614.01   Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Silver futures option at a premium
of more than the trading limit for the Silver futures contract above and below
the previous day's settlement premium for that option as determined by the
Clearing Corporation. On the first day of trading, limits shall be set from the
lowest premium of the opening range. (10/01/94)

                                     1604


================================================================================
Chapter 18
U.S. Treasury Bonds
================================================================================

   Ch18 Trading Conditions................................................. 1802
        1801.00  Authority................................................. 1802
        1802.01  Application of Regulation................................. 1802
        1804.01  Unit of Trading........................................... 1802
        1805.01  Months Traded In.......................................... 1802
        1806.01  Price Basis............................................... 1802
        1806.01  Price Basis............................................... 1802
        1807.01  Hours of Trading.......................................... 1802
        1809.01  Last Day of Trading....................................... 1802
        1809.02  Liquidation in the Last Seven Days of the Delivery Month.. 1802
        1810.01  Margin Requirements....................................... 1802
        1812.01  Position Limits and Reportable Positions.................. 1802

   Ch18 Delivery Procedures................................................ 1803
        1836.01  Standards................................................. 1803
        1842.01  Deliveries on Futures Contracts........................... 1803
        1842.02  Wire Failure.............................................. 1803
        1846.01  Date of Delivery.......................................... 1803
        1847.01  Delivery Notices.......................................... 1804
        1848.01  Method of Delivery........................................ 1804
        1849.00  Time of Delivery, Payment, Form of Delivery Notice........ 1804
        1849.02  Buyer's Report of Eligibility to Receive Delivery......... 1804
        1849.03  Seller's Invoice to Buyers................................ 1804
        1849.04  Payment................................................... 1804
        1849.05  Buyers Banking Notification............................... 1804
        1850.00  Duties of Members......................................... 1804
        1851.01  Office Deliveries Prohibited.............................. 1804
        1854.00  Failure to Accept Delivery................................ 1804

     Ch18 Regularity of Banks.............................................. 1805
        1880.01  Banks..................................................... 1805



                                      1801


================================================================================
Chapter 18
U.S. Treasury Bonds
================================================================================
Ch18 Trading Conditions

1801.00  Authority  - (See Rule 1701.00)  (10/01/94)

1802.01  Application of Regulations  - Futures transactions in long term U.S.
Treasury bonds shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in long term U.S. Treasury
bonds. 3000 (09/01/00)

1804.01  Unit of Trading  - The unit of trading shall be United States Treasury
bonds having a face value at maturity of one hundred thousand dollars ($100,000)
or multiples thereof. 3002 (10/01/94)

1805.01  Months Traded In  - Trading in long-term U.S. Treasury bonds may be
scheduled in such months as determined by the Exchange. (03/01/00)

1806.01  Price Basis  - Minimum price fluctuations shall be in multiples of one
thirty-second (1/32) point per 100 points ($31.25 per contract) except for
intermonth spreads, where minimum price fluctuations shall be in multiples of
one-fourth of one-thirty-second point per 100 points ($7.8125 per contract). Par
shall be on the basis of 100 points. Contracts shall not be made on any other
price basis. 3004 (02/01/01)

1807.01  Hours of Trading  - The hours of trading for future delivery in U.S.
Treasury Bonds shall be determined by the Board. On the last day of the trading
in an expiring future, the closing time for such future shall be 12:00 noon,
subject to the provisions of the second paragraph of Rule 1007.00. The market
shall be opened and closed for all months simultaneously, or in such other
manner as the Regulatory Compliance Committee shall direct. 3007 (10/01/94)

1809.01  Last Day of Trading  - No trades in long term U.S. Treasury bond
futures deliverable in the current month shall be made during the last seven
business days of that month and any contracts remaining open must be settled by
delivery or as provided in Regulation 1809.02 after trading in such contracts
has ceased. 3008 (10/01/94)

1809.02  Liquidation in the Last Seven Days of the Delivery Month  - After
trading in contracts for future delivery in the current delivery month has
ceased in accordance with Regulation 1809.01 of this chapter, outstanding
contracts may be liquidated by the delivery of book-entry U.S. Treasury bonds
(Regulation 1842.01) or by mutual agreement by means of a bona fide exchange of
such current futures for the actual long term U.S. Treasury bonds or comparable
instruments. Such exchange must, in any event, be made no later than the fifth
business day immediately preceding the last business day of the delivery month.
3009 (10/01/94)

1810.01  Margin Requirements  -  (See Regulation 431.03)  (10/01/94)

1812.01  Position Limits and Reportable Positions  - (See 425.01) (10/01/94)
Ch18 Delivery Procedures

                                      1802


                           Ch18 Delivery Procedures

1836.01  Standards   - The contract grade for delivery on futures contracts made
under these regulations shall be long term U.S. Treasury bonds which if callable
are not callable for at least 15 years or if not callable have a maturity of at
least 15 years. All bonds delivered against a contract must be of the same
issue. For settlement, the time to maturity (time to call if callable) of a
given issue is calculated in complete three month increments (i.e. 15 years and
5 months = 15 years and 1 quarter) from the first day of the delivery month. The
price at which a bond with this time to maturity (time to call if callable) and
with the same coupon rate as this issue will yield 6% according to bond tables
prepared by the Financial Publishing Co. of Boston, Mass., is multiplied times
the settlement price to arrive at the amount which the short invoices the long.

U.S. Treasury Bonds deliverable against futures contracts under these
regulations must have semi-annual coupon payments.

Interest accrued on the bonds shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of long term U.S. Treasury bonds which satisfy the standards in this
regulation shall be added to the deliverable grade as they are issued. The
[Financial Instruments Committee or the] Board shall have the right to exclude
any new issue from deliverable status or to further limit outstanding issues
from deliverable status. 3001  (03/01/00)

1842.01  Deliveries on Futures Contracts   - Deliveries against long term U.S.
Treasury bond futures contracts shall be by book-entry transfer between accounts
of Clearing Members at qualified banks (Regulation 1880.01) in accordance with
Department of the Treasury Circular 300, Subpart O: Book-Entry Procedure.
Delivery must be made no later than the last business day of the month. Notice
of intention to deliver shall be given to the Board of Trade Clearing
Corporation by 8:00 p.m. (Chicago time), or by such other time designated by the
Board of Directors, on the second business day preceding delivery day. In the
event the long Clearing Member does not agree with the terms of the invoice
received from the short Clearing Member, the long Clearing Member must notify
the short Clearing Member, and the dispute must be settled by 9:30 a.m. (Chicago
time) on delivery day. The short Clearing Member must have contract grade U.S.
Treasury bonds in place at his bank in acceptable (to his bank) delivery form no
later than 10:00 a.m. (Chicago time) on delivery day. The short Clearing Member
must notify his bank (Regulation 1880.01) to transfer contract grade U.S.
Treasury bonds by book-entry to the long Clearing Member's account at the long
Clearing Member's bank on a delivery versus payment basis. That is, payment
shall not be made until the bonds are delivered. On delivery day, the long
Clearing Member must make funds available by 7:30 a.m. (Chicago time) and notify
his bank (Regulation 1880.01) to accept contract grade U.S. Treasury bonds and
to remit federal funds to the short Clearing Member's account at the short
Clearing Member's bank (Regulation 1880.01) in payment for delivery of the
bonds. Contract grade U.S. Treasury bonds must be transferred and payment must
be made before 1:00 p.m. (Chicago time) on delivery day. All deliveries must be
assigned by the Clearing Corporation. Where a commission house as a member of
the Clearing Corporation has an interest both long and short for customers on
its own books, it must tender to the Clearing Corporation such notices of
intention to deliver as it received from its customers who are short. 3011
(12/01/99)

1842.02  Wire Failure   - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire or bank access to it is
operable. Interest shall accrue to the long paid by the short beginning on the
day on which the bonds were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 1842.01 and 1849.04 and that all other provisions of
Regulations 1842.01 and 1849.04 have been complied with. 3014   (10/01/94)

1846.01  Date of Delivery   - Delivery of U.S. Treasury bonds may be made by the
short upon any

                                      1803


                           Ch18 Delivery Procedures

permissible delivery day of the delivery month the short may select. Delivery of
U.S. Treasury bonds must be made no later th an the last business day of that
month. 3012 (10/01/94)

1847.01  Delivery Notices   - (See Regulation 1047.01)  (10/01/94)

1848.01  Method of Delivery   - (See Regulation 1048.01)  (10/01/94)

1849.00  Time of Delivery, Payment, Form of Delivery Notice   - (See Rule
1049.00) (10/01/94)

1849.02  Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

1849.03  Seller's Invoice to Buyers   - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers,
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyer's mail boxes
provided for that purpose in the Clearing House. (12/01/99)

1849.04  Payment   - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payment before 1:00 p.m. on the day
of delivery except on banking holidays when delivery must be taken and payment
made before 9:30 a.m. the next banking business day. Adjustments for differences
between contract prices and delivery prices established by the Clearing House
shall be made with the Clearing House in accordance with its By-laws and
Resolutions. 3013 (10/01/94)

1849.05  Buyers Banking Notification   - The long Clearing Member shall provide
the short Clearing Member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)

1850.00  Duties of Members   - (See Rule 1050.00)  (10/01/94)

1851.01  Office Deliveries Prohibited   - (See Regulation 1051.01)  (10/01/94)

1854.00  Failure to Accept Delivery   - (See Rule 1054.00)  (10/01/94)

                                      1804


Ch18 Regularity of Banks

1880.01  Banks   - For purposes of these regulations relating to trading in long
term U.S. Treasury bonds, the word "Bank" (Regulation 1842.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus and undivided
earnings) in excess of one hundred million dollars ($100,000,000). 3015
(10/01/94)

                                      1805


================================================================================
Chapter 19
Long-Term Municipal Bond Index Futures
================================================================================

    Ch19 Trading Conditions................................................ 1902
      1901.00  Authority................................................... 1902
      1902.01  Application of Regulation................................... 1902
      1904.01  Unit of Trading............................................. 1902
      1905.01  Months Traded In............................................ 1902
      1906.01  Price Basis................................................. 1902
      1907.01  Hours of Trading............................................ 1902
      1909.01  Last Day of Trading......................................... 1902
      1909.02  Liquidation During the Delivery Month....................... 1902
      1910.01  Margin Requirements......................................... 1902
      1912.01  Position Limits and Reportable Positions.................... 1902
      1913.01  All-Or-None Orders.......................................... 1902

    Ch19 Delivery Procedures............................................... 1903
      1936.01  Standards................................................... 1903
      1942.01  Delivery on Futures Contracts............................... 1903
      1947.01  Payment..................................................... 1903
      1950.01  Index Composition........................................... 1903
      1950.02  Disclaimer.................................................. 1906





                                      1901


================================================================================
Chapter 19
Long-Term Municipal Bond Index Futures
================================================================================

Ch19 Trading Conditions
1901.00  Authority - (See Rule 1701.00)  (10/01/94)

1902.01  Application of Regulation - Futures transactions in Long-Term Municipal
Bond Index contracts shall be subject to the general rules of the Association as
far as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in Long-Term Municipal Bond
Index futures contracts. (10/01/94)

1904.01  Unit of Trading - The unit of trading shall be $1,000.00 times The Bond
Buyer Municipal Bond Index*. (10/01/94)

1905.01  Months Traded In - Trading in Long-Term Municipal Bond Index futures
may be scheduled in such months as determined by the Exchange. (09/01/99)

1906.01  Price Basis - The price of Long-Term Municipal Bond Index futures shall
be quoted in points. One point equals $1,000.00. The minimum price fluctuation
shall be 1/32 of one point or thirty-one dollars and twenty-five cents ($31.25)
per contract. Contracts shall not be made on any other price basis. (10/01/94)

1907.01  Hours of Trading - The hours of trading for future delivery in Long-
Term Municipal Bond Index futures shall be determined by the Board. On the last
day of trading in an expiring future, the closing time for such future shall be
2:00 p.m. Chicago time (3:00 p.m. New York time) subject to the otherwise
applicable provisions of the second paragraph of Rule 1007.00. The market shall
be opened and closed for all months simultaneously or in such other manner as
the Regulatory Compliance Committee shall direct. (10/01/94)

1909.01  Last Day of Trading - No trades in Long-Term Municipal Bond Index
futures contracts deliverable in the current delivery month shall be made during
the last seven business days of that month. If on the last day of trading The
Bond Buyer does not publish a closing Bond Buyer Municipal Bond Index* value,
the last day of trading shall be the next business day for which a closing Bond
Buyer Municipal Bond Index* value is published. (10/01/94)

1909.02  Liquidation During the Delivery Month - After trading in contracts for
future delivery in the current delivery month has ceased, in accordance with
Regulation 1909.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 1942.01.
(10/01/94)

1910.01  Margin Requirements - (See Regulation 431.03).  (10/01/94)

1912.01  Position Limits and Reportable Positions - (See Regulation 425.01).
(10/01/94)

1913.01  All-Or-None Orders - The minimum threshold established for All-Or-None
orders in Long-Term Municipal Bond Index futures is one hundred contracts. Such
orders must be executed in accordance with Regulation 331.03. (07/01/00)


                                      1902


Ch19 Delivery Procedures

1936.01  Standards - The contract grade shall be $1,000.00 times the closing
value of The Bond Buyer Municipal Bond Index* on the last day of trading. The
Bond Buyer Municipal Bond Index* shall be that index which shall be composed and
determined by The Bond Buyer in accordance with the criteria set forth in
Regulation 1950.01 and which shall be known as The Bond Buyer Municipal Bond
Index*. The closing value of The Bond Buyer Municipal Bond Index* shall be
determined by The Bond Buyer.  (10/01/94)

1942.01  Delivery on Futures Contracts - Delivery against Long-Term Municipal
Bond Index futures contracts shall be made through the Clearing House. Delivery
under these regulations shall be accomplished by cash settlement as hereinafter
provided.

After trading ceases on the last day of trading the Clearing House shall advise
clearing members holding open positions in current month Long-Term Municipal
Bond Index futures contracts of the closing value of The Bond Buyer Municipal
Bond Index* on the last day of trading. Clearing members shall make and receive
payment through the Clearing House in accordance with normal variation
settlement procedures. The settlement price on the last day of trading is equal
to $1,000.00 times the closing value of The Bond Buyer Municipal Bond Index* on
the last day of trading.  (10/01/94)

1947.01  Payment - (See Regulation 1049.04)  (10/01/94)

1950.01  Index Composition - The Bond Buyer Municipal Bond Index* (the
"Index") shall be constructed by The Bond Buyer in accordance with the following
criteria:

(a) General Index Composition-The Index, at all times, shall be composed of 40
    term municipal bonds that are generally exempt from federal income taxation
    including those generally exempt issues whose interest payments may be
    subject to an alternative minimum tax. The term bonds selected shall be the
    most current issues which meet each of the following criteria:

    1.  Size-Each term bond (term component only) shall have a principal value
        of at least $50 million except for term housing bonds which shall have a
        principal value of at least $75 million to be eligible for inclusion in
        the Index.

    2.  Rating-Each term bond shall be rated by either Standard and Poor's (S&P)
        or Moody's Investors Service (MIS) or both. Each term bond shall be
        rated either A- or higher by S&P, or A or higher by MIS (A3 or higher
        for bonds rated by MIS using the 1-3 suffix) upon initial inclusion in
        the Index.

    3.  Maturity-Each term bond shall have a remaining maturity of 19 years or
        longer on the date of a bond's initial inclusion in the Index.

    4.  Call Provisions-Each term bond may or may not be callable.  If callable,
        the first call shall be between 7 and 16 years upon a bond's initial
        inclusion in the Index. In addition, each callable term bond must have
        at least one call-at-par date prior to maturity.

    5.  Par Issue-Each term bond must have been reoffered at a price between 85
        and 105 to be eligible for inclusion in the Index.

    6.  Trading Eligibility-Each term bond shall be reoffered, out of syndicate,
        and eligible for dealer-to-dealer broker trading at least one business
        day prior to inclusion in the Index, provided that The Bond Buyer can
        gather the information necessary to make a determination to include such
        bond by such time.

    7.  Private Placements-A term bond issued as a private placement is not
        eligible for inclusion in the Index.

    8.  Coupon-Each term bond shall pay semiannual interest at a fixed coupon
        rate.

    9.  Term Bond Limit-No more than two term bonds from the same issuer shall
        be included in the Index. If more than two term bonds from the same
        issuer are available for inclusion in the Index, the two largest term
        bonds in terms of principal value shall be added. If two or more term
        bonds are the same size, the term bonds with the longest maturity shall
        be added to the Index.



                                      1903


                           Ch19 Delivery Procedures
                           ------------------------

        A bond shall be deemed to have been issued by the same issuer if such
        bond has the same nominal and generic security, that is, the same
        ultimate source of payment for debt service, of another bond in the
        Index. A first or second lien bond of the same generic security shall be
        defined as having been issued by the same issuer.

        The Bond Buyer shall determine which bonds meet the above listed
        inclusion criteria. The Bond Buyer, in its discretion, may exclude term
        bonds which meet the above listed criteria but which have other unusual
        characteristics. Such characteristics may include, but shall not be
        limited to, bonds with unusual tender provisions, early redemption
        options, or contingent takedown options.

(b) Index Computation-The Bond Buyer shall compute the closing value of the
    Index each day the municipal bond cash market is open using the following
    procedures:

    1.  Price Evaluation-At least four major municipal bond dealer-to-dealer
        brokers, who broker the type and variety of bonds fully representative
        of this Index shall evaluate the price of each bond in the Index daily.
        An evaluation shall be defined as the broker's assessment of the price
        at which a minimum $100,000 or higher face value of each of such bonds
        could be sold in the cash market between 1:45 p.m. and 2:00 p.m. Chicago
        time (2:45 p.m. and 3:00 p.m. New York time). Beginning on the first
        business day of the delivery month and continuing through the day the
        current contract expires, the brokers shall also evaluate the price of
        each bond between 10:45 a.m. and 11:00 a.m. Chicago time (11:45 a.m. and
        12:00 noon New York time), in order that The Bond Buyer may compute the
        Index twice daily. If the Secretary of the Exchange determines in
        advance that circumstances in the cash market will occasion either an
        early halt to cash market trading or an otherwise unscheduled holiday
        which would impede a price evaluation, the Secretary may suspend or
        reschedule the price evaluation(s) for that day provided that such
        determination is published before the start of trading on the day in
        question and provided that such day is not the last day of trading in a
        contract month. In the event that circumstances prevent at least four
        major municipal bond dealer-to-dealer brokers from pricing each of the
        bonds in the index, the Secretary of the Exchange may allow, without
        prior notice, the price evaluation for that day to be calculated with
        less than four major municipal bond dealer-to-dealer brokers or may
        suspend or revise the day's calculation, provided that the day in
        question is not the last day of trading in a contract month.

    2.  Computation-The Bond Buyer shall compute the median value for each bond.
        The median value is defined as the price arrived at by dropping the one
        highest and the one lowest price evaluations and calculating the simple
        average (mean) of the remaining price evaluations. Each median value
        shall be divided by a conversion factor to arrive at a converted price.
        The 40 converted prices shall be summed and divided by 40 to arrive at
        the average converted price. The average converted price shall be
        divided by a divisor or multiplied by a coefficient (see subsection (d)
        below) and rounded to the nearest 1/32 (rounded up if the Index value is
        exactly at the midpoint between two 1/32s) to arrive at the daily Index
        value.

    3.  Conversion Factor-The conversion factor for any bond shall be the price
        at which it will yield 6% (rounded to 4 decimal places) based on the
        formula found in Standard Securities Calculation Methods published by
        the Securities Industry Association. The coupon is the actual bond
        coupon rounded to the nearest 1/8% (rounded up in the case of ties). The
        time

        to maturity is  calculated in complete three month increments from the
        first business day of the quarter following the bond's reoffer date to
        the first call-at-par date for callable bonds and to the maturity date
        for non-callable bonds. The conversion factor for each bond shall be
        published in The Bond Buyer.

    (c) Composition Changes-After 2:00 p.m. Chicago time (3:00 p.m. New York
        time) on the 15th calendar day and on the last business day of each
        month (the "revision days") the Index shall be revised by adding bonds
        to and deleting bonds from the Index as provided below. If the 15th
        calendar day of any month is not an Association business day, the Index
        revision shall occur after 2:00 p.m. Chicago time (3:00 p.m. New York
        time) on the immediately preceding Association business day.



                                      1904


                           Ch19 Delivery Procedures
                           ------------------------

    Bonds shall be added to and deleted from the Index in the following manner:

    1.  (i)  Any bond that includes a provision for extraordinary redemption in
             the Official Statement, and that is priced at 102 or higher on both
             of the two business days immediately preceding the revision day
             shall be deleted. An extraordinary redemption shall be defined as a
             provision which permits the issuer to call (redeem) the bond, in
             whole or in part, at a price of par (100) as a result of: (a)
             prepayments; (b) uncommitted or unexpended bond proceeds; or (c)
             other funds available in excess of the amounts required for the
             payment of debt service and expenses.

        (ii) Any bond which no longer meets the minimum rating criterion listed
             in 1950.01(a)(2) shall be deleted. Any bond in default shall be
             deleted from the Index.

    2.  Newly issued bonds meeting the criteria listed in subsection (a) above
        shall be added.

        (i)  In order to be included in the revised Index, bonds must be
             reoffered, out of syndicate, and eligible for dealer-to-dealer
             broker trading at least one business day prior to inclusion in the
             Index.

        (ii) In the event that a newly issued term bond meets the criteria, but
             would cause the total number of term bonds from a single issuer to
             exceed two, the term bond of that issuer previously in the Index
             which has the lowest trading volume since the previous revision day
             shall be deleted from the Index until the total number of term
             bonds does not exceed two. Trading volume shall be based on the
             dealer-to-dealer trades matched by the National Securities Clearing
             Corporation. Volume data supplied by the National Securities
             Clearing Corporation will be cumulative data covering the last
             revision period. Only bonds for which trading data can be collected
             for the entire previous revision period will be eligible for
             deletion under the foregoing trading volume criterion. If bonds of
             that issuer have equal trading volume, or are bonds for which
             trading data cannot be collected for the entire previous revision
             period, and are eligible for deletion, the bond which has been in
             the Index for the longest period of time shall be deleted first. If
             the bonds of that issuer have equal trading volume, or are bonds
             for which trading data cannot be collected for the entire previous
             revision period, and are of equal age and are eligible for
             deletion, the smallest bonds of that issuer in terms of principal
             value shall be deleted first. If bonds of that issuer have equal
             trading volume, or are bonds for which trading data cannot be
             collected for the entire previous revision period, and are of equal
             age and the same size in terms of principal value, and are also
             eligible for deletion, the bonds with the shortest maturity shall
             be deleted first.

    3.  (i)  If the Index contains more than 40 bonds, bonds that have been in
             the Index for 18 months or longer shall be deleted until the number
             of bonds in the Index equals 40. If bonds are of equal age, the
             smallest bonds in terms of principal value shall be deleted first.
             If bonds are of equal age and are the same size in terms of
             principal value, the bonds with the shortest maturity shall be
             deleted first. If the Index still contains more than 40 bonds, the
             bonds previously in the Index with the lowest trading volume since
             the previous revision day shall be deleted until the number of
             bonds in the Index equals 40. Trading volume shall be based on the
             dealer-to-dealer trades matched by the National Securities Clearing
             Corporation. Volume data supplied by the National Securities
             Clearing corporation will be cumulative data covering the last
             revision period. Only bonds for which trading data can be collected
             for the entire previous revision period will be eligible for
             deletion under the foregoing trading volume criterion. If bonds
             have equal trading volume, the bonds that have been in the Index
             for the longest period of time shall be deleted first.

             If bonds have equal trading volume and are of equal age the
             smallest bonds in terms of principal value shall be deleted first.
             For bonds which are equivalent on all three criteria the bonds with
             the shortest maturity shall be deleted first.

             Under extraordinary circumstances The Bond Buyer, in its
             discretion, may choose to delete bonds other than the bonds with
             the lowest trading volume. Such


                                      1905


             circumstances may include, but shall not be limited to,
             extraordinary redemptions and prerefundings.

        (ii) If the Index contains less than 40 bonds, previously deleted bonds
             shall be added beginning with the most recently deleted bond until
             the number of bonds in the Index equals 40. If bonds are of equal
             age, the largest bonds in terms of principal value shall be added
             first. If bonds are of equal age and are the same size in terms of
             principal value, the bonds with the longest maturity shall be added
             first. Bonds priced at 102 or above and which are subject to an
             extraordinary redemption provision (see subsection (c)(1) above)
             shall not be added to the Index.

            On the business day preceding the revision day, the bonds to be
            added to the Index and the bonds to be deleted from the Index shall
            be announced by The Bond Buyer.

(d) Divisor (Coefficient) Computation and Changes-As of December 12, 1983, the
    Index divisor (coefficient) shall equal one. The Index divisor (coefficient)
    shall be changed each time the Index is revised. On each revision day, a new
    divisor (coefficient) shall be chosen such that the closing level of the
    revised Index shall equal the closing level of the Index had it not been
    revised. The divisor is defined as the number arrived at by dividing the
    average converted price (see 1950.01(b)(2)) for the bonds in the revised
    ("new") Index by the value of unrevised ("old") Index on revision day. The
    coefficient is defined as the reciprocal of the divisor. The divisor
    (coefficient) is rounded to four decimal places.  The Index divisor
    (coefficient) shall be reset to one, on March 1, 1995.  The index divisor
    (coefficient) applicable to Municipal Bond Index futures contracts based on
    6 percent conversion factors shall be reset when the 6 percent contract(s)
    is (are) first listed.

    *Copyright 1985, The Bond Buyer and The Board of Trade of the City of
    Chicago.  (03/01/00)

1950.02  Disclaimer - The Bond Buyer Municipal Bond Index futures and futures
options are not sponsored, endorsed, sold or promoted by Thomson Holdings, Inc.,
its subsidiaries, The CBBB Partnership, or the various brokers who evaluate
bonds for purposes of the Index ("Entities"). These Entities make no
representation or warranty, express or implied, to the owners of Bond Buyer
Municipal Bond Index futures or futures options or any member of the public
regarding the advisability of trading in Bond Buyer Municipal Bond Index futures
and futures options. These Entities have no obligation to take the needs of the
Chicago Board of Trade or the owners of the Bond Buyer Municipal Bond Index
futures and futures options into consideration in determining, composing or
calculating the Index. These Entities are not responsible for and have not
participated in the determination of when the Bond Buyer Municipal Bond Index
futures and futures options are listed for trading and (in the case of futures
options) at what strike prices or in the determination or calculation of how
such Index futures and futures options may be converted into cash. These
Entities have no obligation or liability in connection with the administration,
marketing or trading of the Bond Buyer Municipal Bond Index futures and futures
options.

THESE ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BOND
BUYER MUNICIPAL BOND INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF THE BOND BUYER MUNICIPAL BOND INDEX FUTURES
AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF SUCH INDEX
OR ANY DATA INCLUDED THEREIN.  THESE ENTITIES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BOND BUYER MUNICIPAL BOND
INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL THESE ENTITIES HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE ENTITIES AND
BETWEEN THESE ENTITIES AND THE CHICAGO BOARD OF TRADE OR THE CBBB PARTNERSHIP.
(04/01/98)



                                      1906


             circumstances may include, but shall not be limited to,
             extraordinary redemptions and prerefundings.

        (ii) If the Index contains less than 40 bonds, previously deleted bonds
             shall be added beginning with the most recently deleted bond until
             the number of bonds in the Index equals 40. If bonds are of equal
             age, the largest bonds in terms of principal value shall be added
             first. If bonds are of equal age and are the same size in terms of
             principal value, the bonds with the longest maturity shall be added
             first. Bonds priced at 102 or above and which are subject to an
             extraordinary redemption provision (see subsection (c)(1) above)
             shall not be added to the Index.

            On the business day preceding the revision day, the bonds to be
            added to the Index and the bonds to be deleted from the Index shall
            be announced by The Bond Buyer.

(d) Divisor (Coefficient) Computation and Changes-As of December 12, 1983, the
    Index divisor (coefficient) shall equal one. The Index divisor (coefficient)
    shall be changed each time the Index is revised. On each revision day, a new
    divisor (coefficient) shall be chosen such that the closing level of the
    revised Index shall equal the closing level of the Index had it not been
    revised. The divisor is defined as the number arrived at by dividing the
    average converted price (see 1950.01(b)(2)) for the bonds in the revised
    ("new") Index by the value of unrevised ("old") Index on revision day. The
    coefficient is defined as the reciprocal of the divisor. The divisor
    (coefficient) is rounded to four decimal places.  The Index divisor
    (coefficient) shall be reset to one, on March 1, 1995.  The index divisor
    (coefficient) applicable to Municipal Bond Index futures contracts based on
    6 percent conversion factors shall be reset when the 6 percent contract(s)
    is (are) first listed.

    *Copyright 1985, The Bond Buyer and The Board of Trade of the City of
    Chicago.  (03/01/00)

1950.02  Disclaimer - The Bond Buyer Municipal Bond Index futures and futures
options are not sponsored, endorsed, sold or promoted by Thomson Holdings, Inc.,
its subsidiaries, The CBBB Partnership, or the various brokers who evaluate
bonds for purposes of the Index ("Entities"). These Entities make no
representation or warranty, express or implied, to the owners of Bond Buyer
Municipal Bond Index futures or futures options or any member of the public
regarding the advisability of trading in Bond Buyer Municipal Bond Index futures
and futures options. These Entities have no obligation to take the needs of the
Chicago Board of Trade or the owners of the Bond Buyer Municipal Bond Index
futures and futures options into consideration in determining, composing or
calculating the Index. These Entities are not responsible for and have not
participated in the determination of when the Bond Buyer Municipal Bond Index
futures and futures options are listed for trading and (in the case of futures
options) at what strike prices or in the determination or calculation of how
such Index futures and futures options may be converted into cash. These
Entities have no obligation or liability in connection with the administration,
marketing or trading of the Bond Buyer Municipal Bond Index futures and futures
options.

THESE ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BOND
BUYER MUNICIPAL BOND INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF THE BOND BUYER MUNICIPAL BOND INDEX FUTURES
AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF SUCH INDEX
OR ANY DATA INCLUDED THEREIN.  THESE ENTITIES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BOND BUYER MUNICIPAL BOND
INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL THESE ENTITIES HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE ENTITIES AND
BETWEEN THESE ENTITIES AND THE CHICAGO BOARD OF TRADE OR THE CBBB PARTNERSHIP.
(04/01/98)



                                      1906


================================================================================
Chapter 21
30-Day Fed Fund Futures
================================================================================
   Ch21 Trading Conditions................................................. 2102
        2101.01  Authority................................................. 2102
        2102.01  Application of Regulation................................. 2102
        2104.01  Unit of Trading........................................... 2102
        2105.01  Months Traded In.......................................... 2102
        2106.01  Price Basis............................................... 2102
        2107.01  Hours of Trading.......................................... 2102
        2109.01  Last Day of Trading....................................... 2102
        2109.02  Liquidation During the Delivery Month..................... 2102
        2110.01  Margin Requirements....................................... 2102
        2112.01  Position Limits and Reportable Positions.................. 2102
        2113.01  Strip Transactions........................................ 2102

   Ch21 Delivery Procedures................................................ 2104
        2136.01  Standards................................................. 2104
        2142.01  Delivery on Futures Contracts............................. 2104
        2147.02  Payment................................................... 2104




                                      2101


================================================================================
Chapter 21
30-Day Fed Fund Futures
================================================================================
Ch21 Trading Conditions

2101.01  Authority - (See Rule 1701.00)  (10/01/94)

2102.01  Application of Regulation  - Futures transactions in 30-Day Fed Fund
futures contracts shall be subject to the general rules of the Association as
far as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in 30-Day Fed Fund futures.
(10/01/94)

2104.01  Unit of Trading  - The unit of trading shall be interest on Fed funds
having face value of $5,000,000 or multiples thereof for one month calculated on
a 30-day basis at a rate equal to the average overnight Fed funds rate for the
contract month. (10/01/94)

2105.01  Months Traded In - Trading shall be for delivery in the current
calendar month, and in the following twenty-four calendar months, and in the
March, June, September, and December cycle months for a forty-two month period
beginning with the first such cycle month following the last spot month,
provided however that the Exchange may determine not to list a contract month.
(10/01/94)

2106.01  Price Basis - Prices will be quoted on an index basis, i.e., 100 minus
the monthly average overnight Fed funds rate (e.g., a rate of 6.50% is quoted at
93.50). Minimum price fluctuations shall be in increments of one-half of one-
hundredth of one percent of five million dollars on a 30 day basis ($20.835 per
one-half basis point), rounded up to the nearest cent. (07/01/99)

2107.01  Hours of Trading - The hours of trading for future delivery in 30-Day
Fed Fund futures shall be as determined by the Board. On the last day of trading
in an expiring future, the closing time for such future shall be 2:00 p.m.
Chicago time subject to the otherwise applicable provisions of the second
paragraph of Rule 1007.00. The market shall be opened and closed for all months
simultaneously or in such other manner as the Regulatory Compliance Committee
shall direct. (10/01/94)

2109.01  Last Day of Trading - The last day of trading shall be the last
business day of the delivery month. (10/01/94)

2109.02  Liquidation During the Delivery Month - After trading in contracts for
future delivery in the current delivery month has ceased, in accordance with
Regulation 2109.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 2142.01.
(10/01/94)

2110.01  Margin Requirements - (See Regulation 431.03). (10/01/94)

2112.01  Position Limits and Reportable Positions - (See Regulation 425.01).
(10/01/94)

2113.01  Strip Transactions - A 30-Day Fed Fund futures strip transaction
involving the simultaneous purchase or sale of an equal amount of futures
contract months at a differential to the previous settlement prices is permitted
on this Exchange provided:

     1.  that each month of the strip is for the same account. Provided that,
         when an order has been executed in the wrong month, and the erroneous
         transaction has been placed in the broker's or firm's error account,
         the error may be corrected by a spread transaction in which one leg of
         the spread offsets the position in the error account and the other leg
         is the correct execution of the order. Provided further that the
         liability of the floor broker or FCM shall be determined in accordance
         with Regulation 350.04.

     2.  that all months of the strip are priced at prices within the daily
         trading limits specified in Regulation 1008.01.

     3.  that the strip is offered by public outcry in the pit assigned to 30-
         Day Fed Fund futures.

                                      2102


                            Ch21 Trading Procedures

    4.  that the transaction shall be reported, recorded and publicized as a
        strip.

    5.  that when such transactions are executed simultaneously, the executing
        member on each side of the transaction shall designate each part of the
        trade as a strip on his cards or order by an appropriate word or symbol
        clearly identifying each part of such transactions.

Brokers may not couple separate orders and execute them as a strip, nor may a
broker take one part of a strip for his own account and give the other part to a
customer on an order.  (10/01/94)

                                      2103


Ch21 Delivery Procedures

2136.01  Standards - The contract grade shall be 100 minus the average daily Fed
funds overnight rate for the delivery month. The average daily Fed funds
overnight rate is a simple average of the daily Fed funds overnight rates as
determined by the Federal Reserve Bank of New York. This simple average will be
rounded to the nearest tenth of a basis point and rounded up on the case of a
tie. Subsequently, the simple average will be rounded to the full or one-half
basis point.

The following is an example of the rounding methodology;

    The tenth of a basis point value will be rounded as follows:

a.  The following values will round down to the nearest basis point:

        .00001
        .00002

b.  The following values will round up to one-half of one basis point:

        .00003
        .00004

c.  A value of .00005 will settle as is.

d.  The following values will round down to one-half of one basis point:

        .00006
        .00007

e.  The following values will round up the nearest basis point:

        .00008
        .00009

For days for which the Federal Reserve Bank of New York does not compute a rate
(e.g. weekends and holidays), the rate shall be the rate determined on the last
business day for which a rate was determined.  (12/01/95)

2142.01  Delivery on Futures Contracts - Delivery against 30-Day Fed Fund
futures contracts shall be made by cash settlement through the Clearing House
following normal variation margin procedures. The final settlement price will be
calculated on the business day that the Federal Reserve Bank of New York
releases the overnight Fed funds rate for the last day of trading. The final
settlement price shall be 100 minus the average daily Fed funds overnight rate
for the delivery month. On the last day of trading open contracts will be marked
to market based on the closing futures price. A final mark to market will be
made on the day the final settlement price is determined. (10/01/94)

2147.02  Payment - (See 1049.04) (10/01/94)

                                      2104


================================================================================
Chapter 22
Long-Term Municipal Bond Index Futures Options
================================================================================

    Ch22 Trading Conditions................................................ 2202
      2201.00  Authority................................................... 2202
      2201.01  Application of Regulations.................................. 2202
      2202.01  Nature of Long-Term Municipal Bond Index Futures Put
               Options..................................................... 2202
      2202.02  Nature of Long-Term Municipal Bond Index Futures Call
               Options..................................................... 2202
      2203.01  Trading Unit................................................ 2202
      2204.01  Striking Prices............................................. 2202
      2205.01  Payment of Option Premium................................... 2202
      2206.01  Option Premium Basis........................................ 2202
      2207.01  Exercise of Option.......................................... 2203
      2208.01  Expiration of Option........................................ 2203
      2209.01  Months Traded In............................................ 2203
      2210.01  Trading Hours............................................... 2203
      2211.01  Position Limits and Reportable Positions.................... 2203
      2212.01  Margin Requirements......................................... 2203
      2213.01  Last Day of Trading......................................... 2203
      2215.01  Disclaimer.................................................. 2203



                                      2201


================================================================================
Chapter 22
Long-Term Municipal Bond Index Futures Options
================================================================================

Ch22 Trading Conditions

2201.00  Authority - (See Rule 2801.00)  (10/01/94)

2201.01  Application of Regulations  - Transactions in put and call options on
Long-Term Municipal Bond Index futures contracts shall be subject to the general
rules of the Association as far as applicable and shall also be subject to the
regulations contained in this Chapter which are exclusively applicable to
trading in put and call options on Long-Term Municipal Bond Index futures
contracts. (See Rule 490.00.)  (10/01/94)

2202.01  Nature of Long-Term Municipal Bond Index Futures Put Options - The
buyer of one (1) Long-Term Municipal Bond Index futures put option may exercise
his option at any time prior to expiration (subject to Regulation 2207.01), to
assume a short position in one (1) Long-Term Municipal Bond Index futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Long-Term Municipal Bond Index
futures put option incurs the obligation of assuming a long position in one (1)
Long-Term Municipal Bond Index futures contract of a specified contract month at
a striking price set at the time the option was sold, upon exercise by a put
option buyer.  (10/01/94)

2202.02  Nature of Long-Term Municipal Bond Index Futures Call Options - The
buyer of one (1) Long-Term Municipal Bond Index futures call option may exercise
his option at any time prior to expiration (subject to Regulation 2207.01), to
assume a long position in one (1) Long-Term Municipal Bond Index futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Long-Term Municipal Bond  Index
futures call option incurs the obligation of assuming a short position in one
(1) Long-Term Municipal Bond Index futures contract of a specified contract
month at a striking price set at the time the option was sold, upon exercise by
a call option buyer.  (10/01/94)

2203.01  Trading Unit - One (1) Long-Term Municipal Bond Index futures
contract of a specified contract month on the Chicago Board of Trade.
(10/01/94)

2204.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one (1) point per Long-Term
Municipal Bond Index futures contract. At the commencement of trading for such
option contracts, the following strike prices shall be listed: one with a
striking price closest to the previous day's settlement price on the underlying
Long-Term Municipal Bond Index futures contract, the next six consecutive higher
and the next six consecutive lower striking prices closest to the previous day's
settlement price; and all strike prices listed for all other option contract
months listed at the time. If the previous day's settlement price is midway
between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Long-Term Municipal Bond Index futures contract
occurs at a price greater than or equal to the sixth largest striking price, a
new striking price one increment higher than the existing striking prices will
be added. When a sale in the underlying Long-Term Municipal Bond Index futures
contract occurs at a price less than or equal to the  sixth smallest striking
price, a new striking price one increment lower than the existing striking
prices will be added. When a new strike price is added for an option contract
month, the same strike price will be added to all option contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions.  (10/01/94)

2205.01  Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased.  (10/01/94)

2206.01  Option Premium Basis - The premium for Long-Term Municipal Bond Index
futures options shall be in multiples of one sixty-fourth (1/64) of one point
($1,000) of a Long-Term Municipal



                                      2202


                            Ch22 Trading Conditions
                            -----------------------


Bond Index futures contract which shall equal $15.63 per 1/64 and $1,000 per
full point. However, for box spreads* the option premium shall be in multiples
of one-half of one sixty-fourth of one point ($1000) which shall equal $7.81 per
one-half of one sixty-fourth and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

*   A box spread is defined as a position long one call option, short one call
    option, long one put option, and short one put option, in split dhe long
    call option and the short put option have the same exercise price, the short
    call option and the long put option have the same exercise price, and all
    options are in the same contract month.  (10/01/94)

**2207.01  Exercise of Option - The buyer of a Long-Term Municipal Bond Index
futures option may exercise the option on any business day up to and including
the day such option expires by giving notice of exercise to the Clearing House
by 6:00 p.m., or by such other time designated by the Board of Directors, on
such day. In-the-money options** that have not been liquidated or exercised on
the last day of trading in such option shall be automatically exercised in the
absence of contrary instructions delivered to the Clearing House by 6:00 p.m.,
or by such other time designated by the Board of Directors, on the last day of
trading by the clearing member representing the option buyer.  (12/01/99)

**An option is in-the-money if the settlement price of the underlying futures
contract is less in the case of a put, or greater in the case of a call, than
the exercise price of the option.

2208.01    Expiration of Option - Unexercised Long-Term Municipal Bond Index
futures options shall expire at 6:00 p.m. on the day of termination of trading.
(See Regulation 2213.01.)  (10/01/94)

2209.01    Months Traded In - Trading may be conducted in Long-Term Municipal
Bond Index futures options for a thirty-six month period extending from the
nearby contract month, provided however, that the Exchange may determine not to
list a contract month.  For options that are traded in months in which the
futures are not traded, the underlying futures is the next futures that is
nearest to the expiration of the option.  For options that are traded in the
same months in which the futures are traded and expire on the same day in which
the futures expires, the underlying futures is the expiring futures.  For
options that are traded in the same months in which the futures are traded but
expire on a different day than the futures, the underlying futures is the next
futures following that delivery month.  (10/01/94)

2210.01    Trading Hours  - The hours of trading of options on Long-Term
Municipal Bond Index futures contracts shall be determined by the Board. On the
last day of trading in an expiring option, the closing time shall be the same as
the close of trading of the Regular Daytime open outcry trading session for the
corresponding Long-Term Municipal Bond Index futures contract, subject to the
otherwise applicable provisions of the second paragraph of Rule 1007.00. Long-
Term Municipal Bond Index futures options shall be opened and closed for all
months and strike prices simultaneously or in such a manner as the Regulatory
Compliance Committee shall direct.  (04/01/00)

2211.01    Position Limits and Reportable Positions   - (See Regulation 425.01)
(10/01/00)

2212.01    Margin Requirements   - (See Regulation 431.03)  (10/01/94)

**  An option is in-the-money if the settlement price of the underlying futures
    contract is less in the case of a put, or greater in the case of a call than
    the exercise price for the option.

*2213.01   Last Day of Trading - For options that do not expire on the same day
of the underlying futures contract, the last day of trading shall be the last
Friday which precedes by at least two [five] business days, the last business
day of the option month. If such Friday is not a business day, the last day of
trading shall be the business day prior to such Friday.

For options that expire on the same day of the underlying futures contract, the
last day of trading will be the same as the last day of trading of the
underlying futures contract.  (03/01/00)

*Additions underlined, deletions bracketed for contracts from May 2001 forward.

2215.01    Disclaimer  -  The Bond Buyer Municipal Bond Index futures and
futures options are not sponsored, endorsed, sold or promoted by Thomson
Holdings, Inc., its subsidiaries, The


                                      2203


                            Ch22 Trading Conditions
                            -----------------------

CBBB Partnership, or the various brokers who evaluate bonds for purposes of the
Index ("Entities"). These Entities make no representation or warranty, express
or implied, to the owners of Bond Buyer Municipal Bond Index futures or futures
options or any member of the public regarding the advisability of trading in
Bond Buyer Municipal Bond Index futures and futures options. These Entities have
no obligation to take the needs of the Chicago Board of Trade or the owners of
the Bond Buyer Municipal Bond Index futures and futures options into
consideration in determining, composing or calculating the Index. These Entities
are not responsible for and have not participated in the determination of when
the Bond Buyer Municipal Bond Index futures and futures options are listed for
trading and (in the case of 71F2B options) at what strike prices or in the
determination or calculation of how such Index futures and futures options may
be converted into cash. These Entities have no obligation or liability in
connection with the administration, marketing or trading of the Bond Buyer
Municipal Bond Index futures and futures options.

THESE ENTITIES DO NO GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BOND
BUYER MUNICIPAL BOND INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF THE BOND BUYER MUNICIPAL BOND INDEX FUTURES
AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF SUCH INDEX
OR ANY DATA INCLUDED THEREIN.  THESE ENTITIES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BOND BUYER MUNICIPAL BOND
INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL THESE ENTITIES HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE ENTITIES AND
BETWEEN THESE ENTITIES AND THE CHICAGO BOARD OF TRADE OR THE CBBB PARTNERSHIP.
(04/01/98)



                                      2204


================================================================================
Chapter 23
Short Term U.S. T-Notes (2-Year)
================================================================================
   Ch23 Trading Conditions................................................. 2302
        2301.00  Authority................................................. 2302
        2302.01  Application of Regulation................................. 2302
        2303.01  Emergencies, Acts of God, Acts of Government.............. 2302
        2304.01  Unit of Trading........................................... 2302
        2305.01  Months Traded In.......................................... 2302
        2306.01  Price Basis............................................... 2302
        2307.01  Hours of Trading.......................................... 2302
        2309.01  Last Day of Trading....................................... 2303
        2309.02  Liquidation after Trading has Ceased...................... 2303
        2313.01  All-Or-None Orders........................................ 2303

   Ch23 Delivery Procedures................................................ 2304
        2336.01  Standards................................................. 2304
        2346.01  Date of Delivery.......................................... 2304
        2347.01  Delivery Notices.......................................... 2305
        2348.01  Method of Delivery........................................ 2305
        2349.01  Time of Delivery, Payment, Form of Delivery Notice........ 2305
        2349.02  Buyer's Report of Eligibility to Receive Delivery......... 2305
        2349.03  Seller's Invoice to Buyers................................ 2305
        2349.04  Payment................................................... 2305
        2349.05  Buyers Banking Notification............................... 2305
        2350.00  Duties of Members......................................... 2305
        2350.01  Office Deliveries Prohibited.............................. 2305
        2354.00  Failure to Accept Delivery................................ 2305
        2380.01  Banks..................................................... 2305



                                      2301


                           Ch 23 Trading Conditions
================================================================================
Chapter 23
Short Term U.S. T-Notes (2-Year)
================================================================================
Ch23 Trading Conditions

2301.00  Authority - (See Rule 1701.00)  (10/01/94)

2302.01  Application of Regulation - Futures transactions in short term U.S.
Treasury Notes shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in short term U.S. Treasury
Notes.

For the purpose of this chapter, the trading day begins with the commencement of
trading on Project A at 2:15 p.m. and ends with the close of trading of regular
daytime trading.  (10/01/98)

2303.01  Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either, is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
U.S. Treasury Notes, it may, upon a two-thirds vote under Rule 180.00, take such
action as may in the Board's sole discretion appear necessary to prevent,
correct or alleviate the condition. Without limiting the foregoing or the
authority of the Board under Rule 180.00, the Board may:

(1)  designate as deliverable, U.S. Treasury Bonds or U.S. Treasury Notes
     otherwise meeting the specifications and requirements stated in this
     chapter;

(2)  designate as deliverable one or more issues of U.S. Treasury Notes and/or
     U.S. Treasury Bonds having maturities shorter than one year, nine months or
     longer than two years and otherwise meeting the specifications and
     requirements stated in this chapter; and/or

(3)  determine a cash settlement based on the current cash value of a 6% coupon
     rate, one year nine months to two years U.S. Treasury Note, as determined
     by using the current market yield curve for U.S. Treasury securities on the
     last day of trading. (03/01/00)

2304.01  Unit of Trading - The unit of trading shall be United States Treasury
Notes having a face value at maturity of two hundred thousand dollars ($200,000)
or multiples thereof. (10/01/94)

2305.01  Months Traded In - Trading in Short-Term U.S. Treasury Notes futures
may be scheduled in such months as determined by the Exchange. (03/01/00)

2306.01  Price Basis - Minimum price fluctuations shall be in multiples of one-
quarter of one thirty-second (1/32) point per 100 points ($15.625 rounded up to
the nearest 1 cent per contract). Par shall be on the basis of 100 points.
Contracts shall not be made on any other price basis. (10/01/94)

                                      2302


                           Ch 23 Trading Conditions

2307.01  Hours of Trading - The hours of trading for future delivery in short
term U.S. Treasury Notes shall be determined by the Board. On the last day of
trading in an expiring future, the closing time for such future shall be 12:00
noon, subject to the provisions of the second paragraph of Rule 1007.00. The
market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct. (10/01/94)

2309.01  Last Day of Trading - No trades in short term U.S. Treasury Note
futures deliverable in the current month shall be made following the last
business day of the calendar month or two business days prior to issuance of two
year notes by the U.S. Treasury auctioned in the current month, whichever occurs
first, and any contracts remaining open must be settled by delivery or as
provided in Regulation 2309.02 after trading in such contract has ceased.
(10/01/94)

2309.02  Liquidation after Trading has Ceased - After trading in contacts for
future delivery in the current delivery month has ceased in accordance with
Regulation 2309.01 of this chapter, outstanding contracts may be liquidated by
the delivery of book-entry U.S. Treasury Notes (Regulation 2342.01) or by mutual
agreement by means of a bona fide exchange of such current futures for actual
U.S. Treasury Notes or comparable instruments. Such exchange must, in any event
be made no later than 12:00 p.m. (Chicago time) on the second business day
immediately preceding the last business day of the delivery month as defined in
Regulation 2346.01. (10/01/94)

2313.01  All-Or-None Orders -The minimum threshold established for All-Or-None
orders in short term U.S. Treasury Note futures is one hundred contracts. Such
orders must be executed in accordance with Regulation 331.03. (07/01/00)

                                      2303


                           Ch23 Delivery Procedures

Ch23 Delivery Procedures

2336.01   Standards - The contract grade for delivery on futures contracts made
under these regulations shall be U.S. Treasury Notes which have an original
maturity no greater than five years three months and remaining maturity not less
than one year, nine months and not more than two years as defined below. All
notes delivered against a contract must be of the same issue. For settlement or
for determining remaining maturity for delivery eligibility, the time to
maturity of a given issue is calculated in complete one month increments (i.e. 1
year, 10 months, 17 days is taken to be 1 year, 10 months) from the first day of
the delivery month. The price at which a note with this time to maturity and
with the same coupon rate as this issue will yield 6%, according to bond tables
prepared by the Financial Publishing Co. of Boston, Mass., is multiplied by the
settlement price to arrive at the amount at which the short invoices the long.

Interest accrued on the notes shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of U.S. Treasury Notes which satisfy the standards in this regulation
shall be added to the deliverable grade as they are issued. If during the
auction of a note which will meet the standards of this chapter the Treasury re-
opens an existing issue, thus rendering the existing issue indistinguishable
from the newly auctioned one, the older issue is deemed to meet the standards of
this chapter and would be deliverable. The Exchange shall have the right to
exclude any new issue from deliverable status or to further limit outstanding
issues from deliverable status.  (03/01/00)

2342.01   Deliveries on Futures Contracts - Deliveries against short-term U.S.
Treasury Notes futures contracts shall be by book-entry transfer between
accounts of Clearing Members at qualified banks (Regulation 2380.01) in
accordance with Department of Treasury Circular 300, Subpart 0: Book-Entry
Procedure. Delivery must be made no later than the last business day of the
month. Notice of intention to deliver shall be given to the Board of Trade
Clearing Corporation by 8:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on the second business day preceding
delivery day. In the event the long Clearing Member does not agree with the
terms of the invoice received from the short Clearing Member, the long Clearing
Member must notify the short Clearing Member, and the dispute must be settled by
9:30 a.m. (Chicago time) on delivery day. The short Clearing Member must have
contract grade U.S. Treasury notes at his bank in acceptable (to his bank)
delivery form by 10:00 a.m. (Chicago time) on delivery day. The short Clearing
Member must notify his bank (Regulation 2380.01) to transfer contract grade U.S.
Treasury notes by book-entry to the long Clearing Member's account on a delivery
versus payment basis. That is, payment shall not be made until the notes are
delivered. On delivery day, the long Clearing Member must make funds available
by 7:30 a.m. (Chicago time) and notify his bank (Regulation 2380.01) to accept
contract grade U.S. Treasury notes and to remit federal funds to the short
Clearing Members' account at the short Clearing Member's bank (Regulation
2380.01) in payment for delivery of the notes. Contract grade U.S. Treasury
notes must be transferred and payment must be made before 1:00 p.m. (Chicago
time) on delivery day. All deliveries must be assigned by the Clearing
Corporation. Where a commission house as a member of the Clearing Corporation
has an interest both long and short for customers on its own books, it must
tender to the Clearing Corporation such notices of intention to deliver as it
received from its customers who are short. (12/01/99)

2342.02   Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 2342.01 and 2349.04 and that all provisions of
Regulations of 2342.01 and 2349.04 have been complied with.  (10/01/94)

2346.01   Date of Delivery - Delivery of short term U.S. Treasury Notes may be
made by the short upon any permissible delivery day of the delivery month the
short may select. The delivery month extends to and includes the third business
day following the last trading day in the current month. Delivery of short term
U.S. Treasury Notes must be made no later than the last business day

                                      2304


================================================================================
Chapter 24
Long Term T-Notes (6 1/2 -10 Year)
================================================================================

    Ch24 Trading Conditions................................................ 2402
      2401.00  Authority................................................... 2402
      2402.01  Application of Regulation................................... 2402
      2403.01  Emergencies, Acts of God, Acts of Government................ 2402
      2404.01  Unit of Trading............................................. 2402
      2405.01  Months Traded In............................................ 2402
      2406.01  Price Basis................................................. 2402
      2407.01  Hours of Trading............................................ 2402
      2409.01  Last Day of Trading......................................... 2402
      2409.02  Liquidation in the Last Seven Days of Delivery Months....... 2403
      2412.12  Position Limits and Reportable Positions.................... 2403

    Ch24 Delivery Procedures............................................... 2404
      2436.01  Standards................................................... 2404
      2442.01  Deliveries of Futures Contracts............................. 2404
      2442.02  Wire Failure................................................ 2404
      2446.01  Date of Delivery............................................ 2405
      2447.01  Delivery Notices............................................ 2405
      2448.01  Method of Delivery.......................................... 2405
      2449.00  Time of Delivery, Payment, Form of Delivery Notice.......... 2405
      2449.02  Buyer's Report of Eligibility to Receive Delivery........... 2405
      2449.03  Sellers Invoice to Buyers................................... 2405
      2449.04  Payment..................................................... 2405
      2449.05  Buyers Banking Notification................................. 2405

    Ch24 Regularity of Banks............................................... 2406
      2480.01  Banks....................................................... 2406


                                      2401


================================================================================
Chapter 24
Long Term T-Notes (6 1/2 -10 Year)
================================================================================

Ch24 Trading Conditions

2401.00  Authority - (See Rule 1701.00)  (10/01/94)

2402.01  Application of Regulations - Futures transactions in long term U.S.
Treasury Notes shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in long term U.S. Treasury
Notes.  (09/01/00)

2403.01  Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either, is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
U.S. Treasury Notes, it may, upon a two-thirds vote under Rule 180.00, take such
action as may be in the Board's sole discretion appear necessary to prevent,
correct or alleviate the condition. Without limiting the foregoing or the
authority of the Board under Rule 180.00, the Board may:

(1) designate as deliverable, callable U.S. Treasury Bonds otherwise meeting the
    specifications and requirements stated in this chapter;

(2) designate as deliverable one or more issues of U.S. Treasury Notes and/or
    U.S. Treasury Bonds having maturities shorter than six and one-half years,
    or longer than ten years and otherwise meeting the specifications and
    requirements stated in this chapter; and/or

(3) determine a cash settlement based on the current cash value of a 6% coupon
    rate, six and one-half years to ten years U.S. Treasury Note, as determined
    by using the current market yield curve for U.S. Treasury securities on the
    last day of trading.  (03/01/00)

2404.01  Unit of Trading - The unit of trading shall be United States Treasury
Notes having a face value at maturity of one hundred thousand dollars ($100,000)
or multiples thereof.  (10/01/94)

2405.01  Months Traded In - Trading in Long-Term U.S. Treasury notes futures
may be scheduled in such months as determined by the Exchange. (03/01/00)

2406.01  Price Basis - Minimum price fluctuations shall be in multiples of
one-half of one thirty-second (1/32) point per 100 points ($15.625 per contract)
except for intermonth spreads, where minimum price fluctuations shall be in
multiples of one-fourth of one thirty-second point per 100 points ($7.8125 per
contract).  Par shall be on the basis of 100 points. Contracts shall not be made
on any other price basis.  (02/01/01)

2407.01  Hours of Trading - The hours of trading for future delivery in long
term U.S. Treasury Notes shall be determined by the Board. On the last day of
trading in an expiring future, the closing time for such future shall be 12:00
noon subject to the provisions of the second paragraph of Rule 1007.00.

The market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct.  (10/01/94)

2409.01  Last Day of Trading - No trades in long term U.S. Treasury Note
futures deliverable in the current month shall be made during the last seven
business days of that month and any contracts



                                      2402


                            Ch24 Trading Conditions
                            -----------------------

remaining open must be settled by delivery or as provided in Regulation 2409.02
after trading in such contracts has ceased. (10/01/94)

2409.02  Liquidation in the Last Seven Days of Delivery Months - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 2409.01 of this chapter, outstanding contracts may be
liquidated by the delivery of book-entry U.S. Treasury Notes or Bonds
(Regulation 2442.01) or by mutual agreement by means of a bona fide exchange of
such current futures for actual U.S. Treasury Notes or Bonds or comparable
instruments. Such exchange must, in any event, be made no later than the fifth
business day immediately preceding the last business day of the delivery month.
(10/01/94)

2412.12  Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/94)



                                      2403


Ch24 Delivery Procedures

2436.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be U.S. Treasury Notes which have an actual
maturity of not less than six and one-half years and not more than ten years.
All notes delivered against a contract must be of the same issue. For
settlement, the time to maturity of a given issue is calculated in complete
quarter year increments (i.e. 8 years, 10 months, 17 days is taken to be 8
years, 9 months) from the first day of the delivery month. The price at which a
note with this time to maturity and with the same coupon rate as this issue will
yield 6%, according to bond tables prepared by the Financial Publishing Co. of
Boston, Mass., is multiplied by the settlement price to arrive at the amount at
which the short invoices the long.

U.S. Treasury Notes deliverable against futures contracts under these
regulations must have semi-annual coupon payments.

Interest accrued on the notes shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of U.S. Treasury Notes which satisfy the standards in this regulation
shall be added to the deliverable grade as they are issued. If during the
auction of a note which will meet the standards of this chapter the Treasury re-
opens an existing issue, thus rendering the existing issue indistinguishable
from the newly auctioned one, the older issue is deemed to meet the standards of
this chapter and would be deliverable. The Exchange shall have the right to
exclude any new issue from deliverable status or to further limit outstanding
issues from deliverable status.  (03/01/00)

2442.01  Deliveries of Futures Contracts - Deliveries against long term U.S.
Treasury Note futures contracts shall be by book-entry transfer between accounts
of Clearing Members at qualified banks (Regulation 2480.01) in accordance with
Department of Treasury Circular 300, Subpart O: Book-Entry Procedure. Delivery
must be made no later than the last business day of the month. Notice of
intention to deliver shall be given to the Board of Trade Clearing Corporation
by 8:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the second business day preceding delivery day. In the event the
long Clearing Member does not agree with the terms of the invoice received from
the short Clearing Member, the long Clearing Member must notify the short
Clearing Member, and the dispute must be settled by 9:30 a.m. (Chicago time) on
delivery day. The short Clearing Member must have contract grade U.S. Treasury
notes in place at his bank in acceptable (to his bank) delivery form no later
than 10:00 a.m. (Chicago time) on delivery day. The short Clearing Member must
notify his bank (Regulation 2480.01) to transfer contract grade U.S. Treasury
notes by book-entry to the long Clearing Member's account at the long Clearing
Member's bank on a delivery versus payment basis. That is, payment shall not be
made until the notes are delivered. On delivery day, the long Clearing Member
must make funds available by 7:30 a.m. (Chicago time) and notify his bank
(Regulation 2480.01) to accept contract grade U.S. Treasury notes and to remit
federal funds to the short Clearing Member's account at the short Clearing
Member's bank (Regulation 2480.01) in payment for delivery of the notes.
Contract grade U.S. Treasury notes must be transferred and payment must be made
before 1:00 p.m. (Chicago time) on delivery day. All deliveries must be assigned
by the Clearing Corporation. Where a commission house as a member of the
Clearing Corporation has an interest both long and short for customers on its
own books, it must tender to the Clearing Corporation such notices of intention
to deliver as it received from its customers who are short.  (12/01/99)

2442.02  Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or thbulletinClearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 2442.01 and 2449.04 and that all other provisions of
Regulations of 2442.01 and 2449.04 have been complied with.  (10/01/94)



                                      2404


                           Ch24 Delivery Procedures
                           ------------------------

2446.01  Date of Delivery - Delivery of long term U.S. Treasury Notes may be
made by the short upon any permissible delivery day of the delivery month the
short may select. Delivery of long term U.S. Treasury Notes must be made no
later than the last business day of that month. (10/01/94)

2447.01  Delivery Notices - (See Regulation 1047.01) (10/01/94)

2448.01  Method of Delivery - (See Regulation 1048.01) (10/01/94)

2449.00  Time of Delivery, Payment, Form of Delivery Notice - (See Rule 1049.00)
(10/01/94)

2449.02  Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

2449.03  Sellers Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyer's mail boxes
provided for that purpose in the Clearing House. (12/01/99)

2449.04  Payment - Payment shall be made in federal funds. The long obligated to
take delivery must take delivery and make payment before 1:00 p.m. on the day of
delivery, except on banking holidays when delivery must be taken and payment
made before 9:30 a.m. the next business day. Adjustments for differences between
contract prices and delivery prices established by the Clearing House shall be
made with the Clearing House in accordance with its by-laws and resolutions.
(10/01/94)

2449.05  Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)



                                      2405


Ch24 Regularity of Banks

2480.01  Banks - For purposes of these regulations relating to trading in long
term U.S. Treasury Notes, the word "Bank" (Regulation 2442.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus and undivided
earnings) in excess of one hundred million dollars ($100,000,000). (10/01/94)



                                      2406


================================================================================
Chapter 25
Medium Term U.S. Treasury Notes (5 Year)
================================================================================

    Ch25 Trading Conditions................................................ 2502
      2501.00  Authority................................................... 2502
      2502.01  Application of Regulation................................... 2502
      2503.01  Emergencies, Acts of God, Acts of Government................ 2502
      2504.01  Unit of Trading............................................. 2502
      2505.01  Months Traded In............................................ 2502
      2506.01  Price Basis................................................. 2502
      2509.01  Last Day of Trading......................................... 2502
      2509.02  Liquidation in the Last Seven Days of the Delivery Month.... 2503
      2510.01  Margin Requirements......................................... 2503

    Ch25 Delivery Procedures............................................... 2504
      2536.01  Standards................................................... 2504
      2542.01  Deliveries on Futures Contracts............................. 2504
      2542.02  Wire Failure................................................ 2504
      2546.01  Date of Delivery............................................ 2504
      2547.01  Delivery Notices............................................ 2505
      2548.01  Method of Delivery.......................................... 2505
      2549.00  Time of Delivery, Payment, Form of Delivery Notice.......... 2505
      2549.02  Buyer's Report of Eligibility to Receive Delivery........... 2505
      2549.03  Seller's Invoice to Buyers.................................. 2505
      2549.04  Payment..................................................... 2505
      2549.05  Buyers Banking Notification................................. 2505
      2550.00  Duties of Members........................................... 2505
      2551.01  Office Deliveries Prohibited................................ 2505
      2554.00  Failure to Accept Delivery.................................. 2505

    Ch25 Regularity of Banks............................................... 2506
      2580.01  Banks....................................................... 2506




                                      2501


================================================================================
Chapter 25
Medium Term U.S. Treasury Notes (5 Year)
================================================================================
Ch25 Trading Conditions

2501.00  Authority - (See Rule 1701.00) (10/01/94)

2502.01  Application of Regulations - Futures transactions in medium term U.S.
Treasury Notes shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in medium term U.S.
Treasury Notes. (09/01/00)

2503.01  Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either, is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
U.S. Treasury Notes, it may, upon a two-thirds vote under Rule 180.00, take such
action as may in the Board's sole discretion appear necessary to prevent,
correct or alleviate the condition. Without limiting the foregoing or the
authority of the Board under Rule 180.00, the Board may:

(1)  designate as deliverable, U.S. Treasury Bonds otherwise meeting the
     specifications and requirements stated in this chapter;

(2)  designate as deliverable one or more issues of U.S. Treasury Notes and/or
     U.S. Treasury Bonds having maturities shorter than four years and two
     months, or longer than five years and two months and otherwise meeting the
     specifications and requirements stated in this chapter.

(3)  determine a cash settlement based on the current cash value of a  6% coupon
     rate, five year U.S. Treasury Note, as determined by using the current cash
     market yield curve for U.S. Treasury securities on the last day of trading.
     (03/01/00)

2504.01  Unit of Trading - The unit of trading shall be United States Treasury
Notes having a face value at maturity of one hundred thousand dollars ($100,000)
or multiples thereof. (10/01/94)

2505.01  Months Traded In - Trading in Medium-Term U.S. Treasury notes futures
may be scheduled in such months as determined by the Exchange. (03/01/00)

2506.01  Price Basis - Minimum price fluctuations shall be in multiples of one-
half of one thirty-second (1/32) point per 100 points ($15.625 rounded up to the
nearest 1c per contract) except for intermonth spreads, where minimum price
fluctuations shall be in multiples of one-fourth of one thirty-second point per
100 points ($7.8125 per contract). Par shall be on the basis of 100 points.
Contracts shall not be made on any other price basis. (02/01/01)

2507.01  Hours of Trading - The hours of trading for future delivery in U.S.
Treasury Notes shall be determined by the Board. On the last day of trading in
an expiring future, the closing time for such future shall be 12:00 noon subject
to the provisions of the second paragraph of Rule 1007.00. The market shall be
opened and closed for all months simultaneously or in such other manner as the
Regulatory Compliance Committee shall direct. (10/01/94)

2509.01  Last Day of Trading - No trades in medium term U.S. Treasury Note
futures deliverable in the current month shall be made during the last seven
business days of that month and any contracts remaining open must be settled by
delivery as provided in Regulation 2509.02 after trading in such contracts has
ceased. (10/01/94)

                                      2502


                            Ch25 Trading Conditions

2509.02  Liquidation in the Last Seven Days of the Delivery Month - After
trading in contracts for future delivery in the current delivery month has
ceased in accordance with Regulation 2509.01 of this chapter, outstanding
contracts may be liquidated by the delivery of book-entry U.S. Treasury Notes
(Regulation 2542.01) or by mutual agreement by means of bona fide exchange of
such current futures for actual U.S. Treasury Notes or comparable instruments.
Such exchange must, in any event, be made no later than the fifth business day
immediately preceding the last business day of the delivery month. (10/01/94)

2510.01  Margin Requirements - (See Regulation 431.03) (10/01/94)


                                      2503


Ch25 Delivery Procedures

2536.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be U.S. notes which have an original maturity of
not more than 5 years three months and which have a remaining maturity of not
less than four years and two months as defined below. To be delivered in the
current month, the note must have been issued by the Treasury before the last
day of trading in the current month. All notes or bonds delivered against a
contract must be of the same issue. For settlement, the time to maturity of a
given issue is calculated in complete one month increments (i.e. 4 years, 5
months and 14 days is taken to be 4 years and 5 months) from the first day of
the delivery month. The price at which a note with this time to maturity and
with the same coupon rate as this issue will yield 6%, according to bond tables
prepared by the Financial Publishing Co. of Boston, Mass., is multiplied by the
settlement price to arrive at the amount which the short invoices the long.

Interest accrued on the notes shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of U.S. Treasury Notes which satisfy the standards in this regulation
shall be added to the deliverable grade as they are issued. If during the
auction of a note which will meet the standards of this chapter the Treasury re-
opens an existing issue, thus rendering the existing issue indistinguishable
from the newly auctioned one, the older issue is deemed to meet the standards of
this chapter and would be deliverable. The Exchange shall have the right to
exclude any new issue from deliverable status or to further limit outstanding
issues from deliverable status.  (03/01/00)

2542.01  Deliveries on Futures Contracts - Deliveries against medium term U.S.
Treasury Note futures contracts shall be by book-entry transfer between accounts
of Clearing Members at qualified banks (Regulation 2580.01) in accordance with
Department of Treasury Circular 300, Subpart O: Book-Entry Procedure. Delivery
must be made no later than the last business day of the month. Notice of
intention to deliver shall be given to the Board of Trade Clearing Corporation
by 8:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the second business day preceding delivery day. In the event the
long Clearing Member does not agree with the terms of the invoice received from
the short Clearing Member, the long Clearing Member must notify the short
Clearing Member, and the dispute must be settled by 9:30 a.m. (Chicago time) on
delivery day. The short Clearing Member must have contract grade U.S. Treasury
notes at his bank in acceptable (to his bank) delivery form by 10:00 a.m.
(Chicago time) on delivery day. The short Clearing Member must notify his bank
(Regulation 2580.01) to transfer contract grade U.S. Treasury notes by book-
entry to the long Clearing Member's account on a delivery versus payment basis.
That is, payment shall not be made until the notes are delivered. On delivery
day, the long Clearing Member must make funds available by 7:30 a.m. (Chicago
time) and notify his bank (Regulation 2580.01) to accept contract grade U.S.
Treasury notes and to remit federal funds to the short Clearing Member's account
at the short Clearing Member's bank (Regulation 2580.01) in payment for delivery
of the notes. Contract grade U.S. Treasury notes must be transferred and payment
must be made before 1:00 p.m. (Chicago time) on delivery day. All deliveries
must be assigned by the Clearing Corporation. Where a commission house as a
member of the Clearing Corporation has an interest both long and short for
customers on its own books, it must tender to the Clearing Corporation such
notices of intention to deliver as it received from its customers who are short.
(12/01/99)

2542.02  Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 2542.01 and 2549.04 and that all other provisions of
Regulations of 2542.01 and 2549.04 have been complied with.  (10/01/94)

2546.01  Date of Delivery - Delivery of medium term U.S. Treasury Notes may be
made by the short upon any permissible delivery day of the delivery month the
short may select. Delivery of


                                      2504


                           Ch25 Delivery Procedures

medium term U.S. Treasury Notes must be made no later than the last business day
of that month. (10/01/94)

2547.01  Delivery Notices - (See Regulation 1047.01) (10/01/94)

2548.01  Method of Delivery - (See Regulation 1048.01) (10/01/94)

2549.00  Time of Delivery, Payment, Form of Delivery Notice - (See Rule 1049.00)
(10/01/94)

2549.02  Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

2549.03  Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers,
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyer's mail boxes
provided for that purpose in the Clearing House. (12/01/99)

2549.04  Payment - Payment shall be made in federal funds. The long obligated to
take delivery must take delivery and make payment before 1:00 p.m. on the day of
delivery, except on banking holidays when delivery must be taken and payment
made before 9:30 a.m. the next banking business day. Adjustments for differences
between contract prices and delivery prices established by the Clearing House
shall be made with the Clearing House in accordance with its by-laws and
resolutions. (10/01/94)

2549.05  Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)

2550.00  Duties of Members - (See Rule 1050.00) (10/01/94)

2551.01  Office Deliveries Prohibited - (See Regulation 1051.01) (10/01/94)

2554.00  Failure to Accept Delivery - (See Rule 1054.00) (10/01/94)


                                      2505


Ch25 Regularity of Banks

2580.01  Banks - For purposes of these regulations relating to trading in U.S.
Treasury notes, the word "Bank" (Regulation 2542.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus, and undivided
earnings) in excess of one hundred million dollars ($100,000,000). (10/01/94)


                                      2506


================================================================================
Chapter 27A (Standard Options)
Long Term Treasury Note Futures Options
================================================================================

     Ch27A Trading Conditions.............................................. 2702
          A2701.00  Authority.............................................. 2702
          A2701.01  Application of Regulations............................. 2702
          A2702.01  Nature of Long Term Treasury Note Futures Put Options.. 2702
          A2702.02  Nature of Long Term Treasury Note Futures Call Options. 2702
          A2703.01  Trading Unit........................................... 2702
          A2704.01  Striking Prices........................................ 2702
          A2705.01  Payment of Option Premium.............................. 2702
          A2706.01  Option Premium Basis................................... 2702
          A2707.01  Exercise of Option..................................... 2703
          A2707.02  Automatic Exercise..................................... 2703
          A2708.01  Expiration of Option................................... 2703
          A2709.01  Months Traded In....................................... 2703
          A2710.01  Trading Hours.......................................... 2703
          A2711.01  Position Limits and Reportable Positions............... 2703
          A2712.01  Margin Requirements.................................... 2703
          A2713.01  Last Day of Trading.................................... 2703

                                     2701A


================================================================================
Chapter 27A (Standard Options)
Long Term Treasury Note Futures Options
================================================================================

Ch27A Trading Conditions

A2701.00  Authority - (See Rule 2801.00)  (10/01/94)

A2701.01  Application of Regulations - Transactions in put and call options on
Long Term Treasury Note futures contracts shall be subject to the general rules
of the Association as far as applicable and shall also be subject to the
regulations contained in this chapter which are exclusively applicable to
trading in put and call options on Long Term Treasury Note futures contracts.
(See Rule 490.00) (09/01/00)

A2702.01 Nature of Long Term Treasury Note Futures Put Options - The buyer of
one (1) Long Term Treasury Note futures put option may exercise his option at
any time prior to expiration (subject to Regulation 2707.01), to assume a short
position in one (1) Long Term Treasury Note futures contract of a specified
contract month at a striking price set at the time the option was purchased. The
seller of one (1) Long Term Treasury Note futures put option incurs the
obligation of assuming a long position in one (1) Long Term Treasury Note
futures contract of a specified contract month at a striking price set at the
time the option was sold, upon exercise by a put option buyer. (10/01/94)

A2702.02 Nature of Long Term Treasury Note Futures Call Options - The buyer of
one (1) Long Term Treasury Note futures call option may exercise his option at
any time prior to expiration (subject to Regulation 2707.01), to assume a long
position in one (1) Long Term Treasury Note futures contract of a specified
contract month at a striking price set at the time the option was purchased. The
seller of one (1) Long Term Treasury Note futures call option incurs the
obligation of assuming a short position in one (1) Long Term Treasury Note
futures contract of a specified contract month at a striking price set at the
time the option was sold, upon exercise by a call option buyer. (10/01/94)

A2703.01 Trading Unit - One (1) $100,000 face value Long Term Treasury Note
futures contract of a specified contract month on the Chicago Board of Trade.
(10/01/94)

A2704.01 Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one (1) point per Long Term
Treasury Note futures contract. At the commencement of trading for such option
contracts, the following strike prices shall be listed: one with a striking
price closest to the previous day's settlement price on the underlying Long Term
Treasury Note futures contract, and the next fifteen consecutive higher and the
next fifteen consecutive lower striking prices closest to the previous day's
settlement price; and all strike prices listed for all other option contract
months listed at the time. If the previous day's settlement price is midway
between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Long Term Treasury Note futures contract occurs at
a price greater than or equal to the fifteenth largest striking price, a new
striking price one increment higher than the existing striking prices will be
added. When a sale in the underlying Long Term Treasury Note futures contract
occurs at a price less than or equal to the fifteenth smallest striking price, a
new striking price one increment lower than the existing striking prices will be
added. When a new strike price is added for an option contract month, the same
strike price will be added to all option contract months for which that strike
price is not already listed. All new strike prices will be added prior to the
opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (01/01/99)

A2705.01 Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

A2706.01 Option Premium Basis - The Premium for Long Term Treasury Note futures
options

                                     2702A


                           Ch27A Trading Conditions
                           ------------------------

shall be in multiples of one sixty-fourth (1/64) of one percent (1%) of a
$100,000 Long Term Treasury Note futures contract which shall equal $15.63 per
1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

If options are quoted in volatility terms, the minimum fluctuation shall be .10
percent (i.e.-10.0%, 10.1%, 10.2%, etc.) (10/01/94)

A2707.01 Exercise of Option - The buyer of a Long Term Treasury Note futures
option may exercise the option on any business day prior to expiration by giving
notice of exercise to the Clearing Corporation by 6:00 p.m., or by such other
time designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on the
expiration date:

  i) to correct errors or mistakes made in good faith;

 ii) to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

A2707.02 Automatic Exercise - Notwithstanding the provisions of Regulation
2707.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

  i) to correct errors or mistakes made in good faith;

 ii) to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

A2708.01 Expiration of Option - Unexercised Long Term Treasury Note futures
options shall expire at 10:00 a.m. on the first Saturday following the last day
of trading. (10/01/94)

A2709.01 Months Traded In - Trading may be conducted in Long Term Treasury Note
futures options for a thirty six month period extending from the nearby contract
month, provided however, that the Exchange may determine not to list a contract
month. Both serial and quarterly options may be listed to expire into either
front-month or deferred futures as determined by the Board. (06/01/99)

A2710.01 Trading Hours - The hours of trading of options on Long Term Treasury
Note futures contracts shall be determined by the Board. On the last day of
trading in an expiring option the closing time for such option shall be the same
as the close of trading of the Regular Daytime open outcry trading session for
the corresponding Long Term Treasury Note futures contract, subject to the
provisions of the second paragraph of Rule 1007.00. Long Term Treasury Note
futures options shall be opened and closed for all months and strike prices
simultaneously or in such a manner as the Regulatory Compliance Committee shall
direct. (04/01/00)

A2711.01 Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

A2712.01 Margin Requirements - (See Regulation 431.05) (10/01/94)

*A2713.01 Last Day of Trading - No trades in Long Term Treasury Note futures
options expiring in the current month shall be made after the close of trading
of the Regular Daytime open outcry trading session for the corresponding Long
Term Treasury Note futures contract, on the last Friday which precedes by at
least two [five] business days, the last business day of the month preceding the
      ---
option month. If such Friday is not a business day, or there is a Friday which
is not a business day which precedes by one [four] business day[s] the last
                                        ---
business day of the month preceding the option month, the last day of trading
shall be the business day prior to such Friday. (03/01/00)

                                     2703A


                           Ch27A Trading Conditions
                           ------------------------

* Additions underlined; deletions bracketed for contracts from June 2001
forward.

                                     2704A


================================================================================
Chapter 27B (Flexible Options)
Long Term Treasury Note Flexible Options
================================================================================

     Ch27B Trading Conditions............................................. 2706B
          B2702.03  Nature of Flexible Options............................ 2706B
          B2703.01  Trading Unit.......................................... 2706B
          B2704.01  Strike Prices......................................... 2706B
          B2707.01  Exercise of Flexible Options.......................... 2706B
          B2707.02  Automatic Exercise.................................... 2706B
          B2708.01  Expiration Date....................................... 2707B
          B2709.01  Months Traded In...................................... 2707B
          B2713.01  Last Day of Trading................................... 2707B
          B2715.01  Exercise Style........................................ 2707B
          B2716.01  Underlying Futures Contract for Flexible Options...... 2707B
          B2717.01  Initiating a Flexible Option Contract Series.......... 2707B
          B2719.01  RFQ Trading Interval.................................. 2707B
          B2720.01  Expiration of an RFQ.................................. 2707B
          B2721.01  Reporting of Flexible Option Trades................... 2707B

                                     2705B


===============================================================================
Chapter 27B (Flexible Options)
Long Term Treasury Note Flexible Options
===============================================================================

     Note: The following Flexible option regulations with the exception noted in
           the second paragraph of Regulation 2702.03 supersede the
           corresponding standard regulations presented in Part A of this
           chapter. Regulations 2701.00, 2701.01, 2702.01, 2702.02, 2705.01,
           2706.01, 2710.01, 2711.01, 2712.01, and 2714.01 remain in effect for
           both standard and Flexible options.

Ch27B Trading Conditions

B2702.03 Nature of Flexible Options - Flexible options on Long Term Treasury
Note futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on Long Term Treasury Note futures shall also be
permitted in puts and calls which have the same underlying futures contract,
same strike price, same exercise style, and same last day of trading as standard
options that are not at the time listed for trading in the standard options pit
or on e-cbot. All Flexible Option regulations except 2707.01, 2707.02, 2708.01,
and 2713.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or
option/futures spread involving puts, calls or futures. (09/01/00)

B2703.01 Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B2704.01 Strike Prices - Strike prices for flexible options must be specified in
points and 32nd's of points per Long Term Treasury Note futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
32nd point increments relative to the underlying futures contract. Strike prices
cannot be outside the range of the currently listed strike prices for standard
options. (06/01/95)

B2707.01 Exercise of Flexible Options - Notification of the intent to exercise a
flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B2707.02 Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

*B2708.01 Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month preceding the
underlying future contract month. Flexible options expire at 4:30 p.m. on the
last trading

                                     2706B


                           Ch27B Trading Conditions
                           ------------------------

day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B2709.01 Months Traded In - Trading my be conducted in flexible options in any
month up through the most distant underlying futures contract in which a trade
has occurred. (05/01/94)

B2713.01 Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B2715.01 Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B2716.01 Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B2717.01 Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series. If
so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 2719.01) will exist.
(02/01/01)

B2719.01 RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the priority period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B2720.01 Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (02/01/01)

B2721.01 Reporting of Flexible Option Trades - It shall be the responsibility of
the participants in a flexible option trade to report the quantities and prices
to the flexible pit reporter in a timely manner, including any later trades in
open flexible contract term series. (10/01/94)

*    The effect of the second paragraph of Regulation 2702.03 is to permit
     trading in standard options under certain Flexible trading procedures prior
     to the listing of such options in the standard options pit or on e-cbot.
     Once and if these options are listed for trading in the standard options
     pit or on e-cbot, they will be traded only in the standard options pit or
     on e-cbot subject to standard options trading requirements. Upon such
     listing, all existing open positions established under Flexible trading
     procedures shall be fully fungible with transactions in the respective
     standard option series for all purposes under these regulations.

                                     2707B


================================================================================
Chapter 28A (Standard Options)
T-Bond Futures Options
================================================================================
      Ch28A Trading Conditions..........................................  2802A
         A2801.00    Authority..........................................  2802A
         A2801.01    Application of Regulations.........................  2802A
         A2802.01    Nature of U.S. Treasury Bond Futures Put Options...  2802A
         A2802.02    Nature of U.S. Treasury Bond Futures Call Options..  2802A
         A2803.01    Trading Unit.......................................  2802A
         A2804.01    Striking Prices....................................  2802A
         A2805.01    Payment of Option Premium..........................  2803A
         A2806.01    Option Premium Basis...............................  2803A
         A2807.01    Exercise of Option.................................  2803A
         A2807.02    Automatic Exercise.................................  2803A
         A2808.01    Expiration of Option...............................  2803A
         A2809.01    Months Traded In...................................  2803A
         A2810.01    Trading Hours......................................  2803A
         A2811.01    Position Limits and Reportable Positions...........  2804A
         A2812.01    Margin Requirements................................  2804A
         A2813.01    Last Day of Trading................................  2804A

                                     2801A


================================================================================
Chapter 28A (Standard Options)
T-Bond Futures Options
================================================================================

Ch28A Trading Conditions

A2801.00  Authority - Trading in put and call options on futures contracts and
on commodities may be conducted under such terms and conditions as may be
prescribed by regulation.  (10/01/94).

A2801.01  Application of Regulations - Transactions in put and call options on
U.S. Treasury Bond futures contracts shall be subject to the general rules of
the Association as far as applicable and shall also be subject to the
regulations contained in this chapter which are exclusively applicable to
trading in put and call options on U.S. Treasury Bond futures contracts. (See
Rule 490.00)  (09/01/00)

A2802.01  Nature of U.S. Treasury Bond Futures Put Options - The buyer of one
(1) U.S. Treasury Bond futures put option may exercise his option at any time
prior to expiration (subject to Regulation 2807.01), to assume a short position
in one (1) U.S. Treasury Bond futures contract of a specified contract month at
a striking price set at the time the option was purchased. The seller of one (1)
U.S. Treasury Bond futures put option incurs the  obligation of assuming a long
position in one (1) U.S. Treasury Bond futures contract of a specified contract
month at a striking price set at the time the option was sold, upon exercise by
a put option buyer.  (10/01/94)

A2802.02  Nature of U.S. Treasury Bond Futures Call Options - The buyer of one
(1) U.S. Treasury Bond futures call option may exercise his option at any time
prior to expiration (subject to Regulation 2807.01), to assume a long position
in one (1) U.S. Treasury Bond futures contract of a specified contract month at
a striking price set at the time the option was purchased. The seller of one (1)
U.S. Treasury Bond futures call option incurs the obligation of assuming a short
position in one (1) U.S. Treasury Bond futures contract of a specified contract
month at a striking price set at the time the option was sold, upon exercise by
a call option buyer.  (10/01/94)

A2803.01  Trading Unit - One (1) $100,000 face value U.S. Treasury Bond
futures contract of a specified contract month on the Chicago Board of Trade.
(10/01/94)

A2804.01  Striking Prices - Trading shall be conducted for put and call
options with striking prices in integral multiples of two (2) points and one (1)
point per U.S. Treasury Bond futures contract as follows:  At the commencement
of trading for quarterly expirations the following strike prices in two point
intervals shall be listed: one with a striking price closest to the previous
day's settlement price on the underlying U.S. Treasury Bond futures contract,
the next fifteen consecutive higher and the next fifteen consecutive lower
striking prices closest to the previous day's settlement price; and all two
point strike prices listed for all other option contract months listed at the
time. If the previous day's settlement price is midway between two striking
prices, the closest striking price shall be the larger of the two.  Over time
new two point striking prices will be added to ensure that at least fifteen two
point striking prices always exist above and below the previous day's trading
range in the underlying futures.  When a new two point strike price is added for
an option contract month, the same strike price will be added to all option
contract months for which that strike price is not already listed.  At the
commencement of trading for a non-quarterly expiration and for a quarterly
expiration on the day they become the second deferred month, the following
striking prices in one point intervals shall be listed:  one with a striking
price closest to the U.S. Treasury Bond futures contract's previous day's
settlement price, the next thirty consecutive higher and lower striking prices
in one point intervals and all other striking prices in two point intervals that
exist for other option contract months.  Over time, new one point striking
prices will be added to ensure that at least thirty one point striking prices
always exist above and below the previous day's trading range in the underlying
futures.  All new strike prices will be added prior to the opening of trading on
the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions.  (09/01/00)

A2805.01  Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time

                                     2802A


                           Ch28A Trading Conditions
                           ------------------------

that the option is purchased, or within a reasonable time after the option is
purchased. (10/01/94)

A2806.01  Option Premium Basis  - The Premium for U.S. Treasury Bond futures
options shall be in multiples of one sixty-fourth (1/64) of one percent (1%) of
a $100,000 U.S. Treasury Bond futures contract which shall equal $15.63 per 1/64
and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

If options are quoted in volatility terms, the minimum fluctuation shall be .10
percent (i.e.-10.0%, 10.1%, 10.2%, etc.)  (10/01/94)

A2807.01  Exercise of Option   - The buyer of a U.S. Treasury Bond futures
option may exercise the option on any business day prior to expiration by giving
notice of exercise to the Clearing Corporation by 6:00 p.m., or by such other
time designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on the
expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A2807.02 Automatic Exercise  - Notwithstanding the provisions of Regulation
2807.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A2808.01 Expiration of Option- Unexercised U.S. Treasury Bond futures options
shall expire at 10:00 a.m. on the first Saturday following the last day of
trading. (10/01/94)

A2809.01  Months Traded In - Trading may be conducted in U.S. Treasury Bond
futures options for a thirty-six month period extending from the nearby contract
month, provided however, that the Exchange may determine not to list a contract
month. Both serial and quarterly options may be listed to expire into either
front-month or deferred futures as determined by the Board (06/01/99)

A2801.01  Trading Hours - The hours of trading of options in U.S. Treasury Bond
futures contracts shall be determined by the Board. On the last day of trading
in an expiring option, the closing time for such options shall be the same as
the close of trading of the Regular Daytime open outcry trading session for the
corresponding U.S. Treasury Bond futures contracts, subject to the provisions of
the second paragraph of Rule 1007.00. U.S. Treasury Bond futures options shall
be opened and closed for all months and strike prices simultaneously or in such
a manner as the Regular Compliance Committee shall direct. (04/01/00) A28011.01
Position Limits and Reportable Positions - (See Regulation 425.01) (10/01/00)

A2812.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*A2813.01 Last Day of Trading - No trades in U.S. Treasury Bond futures options
expiring in the current month shall be made after the close of the Regular
Daytime open outcry trading session for the corresponding U.S. Trading Bond
futures contract on the last Friday which precedes by at least two [five]
                                                               ---
business days, the last business day of the month preceding the option month. If

                                     2803A


                           Ch28A Trading Conditions
                           ------------------------

such Friday is not a business day, or there is a Friday which is not a business
day which precedes by one [four] business day[s] the last business day of the
month preceding the option month, the last day of trading shall be the business
day prior to such Friday. (03/01/00)

*Additions underlined; deletions bracketed for contracts from June 2001 forward.

                                     2804A


===============================================================================
Chapter 28B (Flexible Options)
Treasury Bond Flexible Options
===============================================================================
                                                                  
     Ch28B Trading Conditions...                                          2806B
         B2802.03   Nature of Flexible Options.........................   2806B
         B2803.01   Trading Unit.......................................   2806B
         B2804.01   Strike Prices......................................   2806B
         B2807.01   Exercise of Flexible Options.......................   2806B
         B2807.02   Automatic Exercise.................................   2806B
         B2808.01   Expiration Date....................................   2807B
         B2809.01   Months Traded In...................................   2807B
         B2813.01   Last Day of Trading................................   2807B
         B2815.01   Exercise Style.....................................   2807B
         B2816.01   Underlying Futures Contract for Flexible Options...   2807B
         B2817.01   Initiating a Flexible Option Contract Series.......   2807B
         B2819.01   RFQ Trading Interval...............................   2807B
         B2820.01   Expiration of an RFQ...............................   2807B
         B2821.01   Reporting of Flexible Option Trades................   2807B

     

                                     2805B


================================================================================
Chapter 28B (Flexible Options)
Treasury Bond Flexible Options
================================================================================

    Note:  The following Flexible option regulations with the exception noted in
           the second paragraph of Regulation 2802.03 supersede the
           corresponding standard regulations presented in Part A of this
           chapter. Regulations 2801.00, 2801.01, 2802.01, 2802.02, 2805.01,
           2806.01, 2810.01, 2811.01, 2812.01, and 2814.01 remain in effect for
           both standard and Flexible options.

Ch28B Trading Conditions

B2802.03  Nature of Flexible Options - Flexible options on U.S. Treasury Bond
futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on U.S. Treasury Bond futures shall also be permitted
in puts and calls which have the same underlying futures contract, same strike
price, same exercise style, and same last day of trading as standard options
that are not at the time listed for trading in the standard options pit or on e-
cbot.  All Flexible Option regulations except 2807.01, 2807.02, 2808.01, and
2813.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or option/
futures spread involving puts, calls or futures. (09/01/00)

B2803.01  Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B2804.01  Strike Prices - Strike prices for flexible options must be specified
in points and 32nd's of points per U.S. Treasury Bond futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
32nd point increments relative to the underlying futures contract.  Strike
prices cannot be outside the range of the currently listed strike prices for
standard options. (06/01/95)

B2807.01  Exercise of Flexible Options - Notification of the intent to exercise
a flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2802.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B2807.02  Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2802.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

*B2808.01  Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month preceding the
underlying future contract month. Flexible options expire at 4:30 p.m. on the
last trading

                                     2806B


                           Ch28B Trading Conditions
                           ------------------------

day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2902.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B2809.01  Months Traded In - Trading may be conducted in flexible options in any
month up through the most distant underlying futures contract in which a trade
has occurred. (10/01/94)

B2813.01  Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2802.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B2815.01  Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B2816.01  Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B2817.01  Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series.

If so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 2819.01) will exist.
(02/01/01)

B2819.01  RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B2820.01  Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (02/01/01)

B2821.01  Reporting of Flexible Option Trades - It shall be the responsibility
of the participants in a flexible option trade to report the quantities and
prices to the flexible pit reporter in a timely manner,

including any later trades in open flexible contract term series. (10/01/94)

*   The effect of the second paragraph of Regulation 2802.03 is to permit
    trading in standard options under certain Flexible trading procedures prior
    to the listing of such options in the standard options pit or e-cbot. Once
    and if these options are listed for trading in the standard options pit or
    on e-cbot, they will be traded only in the standard options pit or on e-cbot
    subject to standard options trading requirements. Upon such listing, all
    existing open positions established under Flexible trading procedures shall
    be fully fungible with transactions in the respective standard option series
    for all purposes under these regulations.

                                     2807B




================================================================================
Chapter 29
Soybean Futures Options
================================================================================
                                                                        
     Ch29 Trading Conditions.............................................. 2902
          2901.00  Authority.............................................. 2902
          2901.01  Application of Regulations............................. 2902
          2902.01  Nature of Soybean Futures Put Options.................. 2902
          2902.02  Nature of Soybean Futures Call Options................. 2902
          2903.01  Trading Unit........................................... 2902
          2904.01  Striking Prices........................................ 2902
          2905.01  Payment of Option Premium.............................. 2903
          2906.01  Option Premium Basis................................... 2903
          2907.01  Exercise of Option..................................... 2903
          2907.02  Automatic Exercise..................................... 2903
          2908.01  Expiration of Option................................... 2903
          2909.01  Months Traded.......................................... 2903
          2910.01  Trading Hours.......................................... 2904
          2911.01  Position Limits and Reportable Positions............... 2904
          2912.01  Margin Requirements.................................... 2904
          2913.01  Last Day of Trading.................................... 2904
          2914.01  Option Premium Fluctuation Limits...................... 2904


                                     2901


================================================================================
Chapter 29
Soybean Futures Options
================================================================================

Ch29 Trading Conditions

2901.00  Authority - (See Rule 2801.00).  (10/01/94)

2901.01  Application of Regulations - Transactions in put and call options on
Soybean futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Soybean futures contracts. (See Rule 490.00).  (10/01/94)

2902.01  Nature of Soybean Futures Put Options - The buyer of one (1) Soybean
futures put option may exercise his option at any time prior to expiration,
(subject to Regulation 2907.01), to assume a short position in one (1) Soybean
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Soybean futures put option
incurs the obligation of assuming a long position in one (1) Soybean futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer.  (10/01/94)

2902.02  Nature of Soybean Futures Call Options - The buyer of one (1) Soybean
futures call option may exercise his option at any time prior to expiration,
(subject to Regulation 2907.01), to assume a long position in one (1) Soybean
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Soybean  futures call
option incurs the obligation of assuming a short position in one (1) Soybean
futures contract of a specified contract month at a striking price set at the
time the option was sold, upon exercise by a call option buyer.  (10/01/94)

2903.01  Trading Unit - One (1) 5,000 bushel Soybean futures contract of a
specified contract month on the Chicago Board of Trade.  (10/01/94)

2904.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of ten (10) cents per
bushel per Soybean futures contract (i.e., 6.10, 6.20, 6.30, etc) in integral
multiples of twenty (20) cents per bushel per Soybean futures contract (i.e.,
6.20, 6.40, 6.60, etc.) and in integral multiples of forty (40) cents per bushel
per Soybean futures contract (i.e., 6.00, 6.40, 6.80, etc.) as follows:

1.   a.  In integral multiples of twenty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: one with
         a strike closest to the previous day's settlement price of the
         underlying Soybean futures contract, the next five consecutive higher
         and the next five consecutive lower strikes (the "initial band"). If
         the previous day's settlement price is midway between two strikes, the
         closest price shall be the larger of the two.

     b.  In integral multiples of forty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: the next
         four consecutive strikes above the initial band.

     c.  In integral multiples of twenty cents, over time, strikes shall be
         added as necessary to ensure that all strikes within $1.10 of the
         previous day's trading range of the underlying futures contract are
         listed (the "minimum band").

     d.  In integral multiples of forty cents, over time, strikes shall be added
         as necessary to ensure that the next four consecutive strikes above the
         minimum band are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  In integral multiples of ten cents, at the commencement of trading for
         options that are traded in months in which Soybean futures are not
         traded, and for standard option months, the business day they become
         the second deferred month, the following strike prices shall be listed:
         one with a strike closest to the previous day's settlement price of the
         underlying Soybean futures contract and the next five consecutive
         higher and the next five consecutive

                                     2902


                            Ch29 Trading Conditions
                            -----------------------

         lower strikes. For example, ten-cent strike price intervals for the
         September 2000 contract month would be added on June 26, which is the
         business day after the expiration of the July contract month.

     b.  Over time, new ten-cent strike prices will be added to ensure that at
         least five strike prices exist above and below the previous day's
         trading range in the underlying futures.

3.   a.  In integral multiples of forty cents, all strikes in which the
         previous day's delta factors (as determined by the Board of Trade) for
         both the put and call options are 0.10 or greater for two consecutive
         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  In integral multiples of twenty cents, during the month in which an
         option expires, all strikes in which the previous day's delta factors
         (as determined by the Board of Trade) for both the put and call options
         are 0.10 or greater for two consecutive business days will be listed
         for trading.

4.   All strikes will be listed prior to the opening of trading on the following
     business day. The Exchange may modify the procedures for the introduction
     of strikes as it deems appropriate in order to respond to market
     conditions. (09/01/00)

2905.01  Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased.  (10/01/94)

2906.01  Option Premium Basis - The premium for Soybean futures options shall
be in multiples of one-eighth (1/8) of one cent per bushel of a 5,000 bushel
Soybean futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(10/01/94)

2907.01  Exercise of Option - The buyer of a Soybean futures option may
exercise the option on any business day prior to expiration by giving notice of
exercise to the Clearing Corporation by 6:00 p.m., or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on expiration
date:

i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

2907.02  Automatic Exercise - Notwithstanding the provisions of Regulation
2907.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

2908.01  Expiration of Option - Unexercised Soybean futures options shall expire
at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

2909.01  Months Traded - Trading may be conducted in the nearby Soybean futures
options

                                     2903


                            Ch29 Trading Conditions
                            -----------------------

contract month plus any succeeding months, provided however, that the Exchange
may determine not to list a contract month. For options that are traded in
months in which Soybean futures are not traded, the underlying futures contract
is the next futures contract that is nearest to the expiration of the option.
For example, the underlying futures contract for the February option contract is
the March futures contract. (09/01/00)

2910.01    Trading Hours - The hours of trading of options on Soybean futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Soybean futures contract, subject to the provisions of the second
paragraph of Rule 1007.00. On the last day of trading in an expiring option, the
expiring Soybean futures options shall be closed with a public call made
striking price by striking price, conducted by such persons as the Regulatory
Compliance Committee shall direct. On all other days, Soybean futures options
shall be opened and closed for all months and striking prices simultaneously or
in such a manner as the Regulatory Compliance Committee shall direct. (03/01/00)

2911.01    Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

2912.01    Margin Requirements - (See Regulation 431.05) (10/01/94)

*2913.01   Last Day of Trading - No trades in Soybean futures options expiring
in the current month shall be made after the close of trading of the Regular
Daytime open outcry trading session for the corresponding Soybean futures
contract on the last Friday which precedes by at least two [five] business days,
the last business day of the month preceding the option month. If such Friday is
not a business day, the last day of trading shall be the business day prior to
such Friday. (03/01/00)

* Additions underlined; deletions bracketed for contracts from May 2001 forward.

2914.01    Option Premium Fluctuation Limits   -Trading is prohibited during any
day except for the last day of trading in a Soybean futures option at a premium
of more than the trading limit for the Soybean futures contract above and below
the previous day's settlement premium for that option as determined by the
Clearing Corporation. On the first day of trading, limits shall be set from the
lowest premium of the opening range.  (10/01/94)

                                     2904


================================================================================
Chapter 30
Corn Futures Options
================================================================================

     Ch30 Trading Conditions..................................   3002
          3001.00  Authority..................................   3002
          3001.01  Application of Regulations.................   3002
          3002.01  Nature of Corn Futures Put Options.........   3002
          3002.02  Nature of Corn Futures Call Options........   3002
          3003.01  Trading Unit...............................   3002
          3004.01  Striking Prices............................   3002
          3005.01  Payment of Option Premium..................   3003
          3006.01  Option Premium Basis.......................   3003
          3007.01  Exercise of Option.........................   3003
          3007.02  Automatic Exercise.........................   3003
          3008.01  Expiration of Option.......................   3003
          3009.01  Months Traded..............................   3003
          3010.01  Trading Hours..............................   3004
          3011.01  Position Limits............................   3004
          3012.01  Margin Requirements........................   3004
          3013.01  Last Day of Trading........................   3004
          3014.01  Option Premium Fluctuation Limits..........   3004

                                     3001


================================================================================
Chapter 30
Corn Futures Options
================================================================================

Ch30 Trading Conditions

3001.00  Authority   - (See Rule 2801.00).  (10/01/94)

3001.01  Application of Regulations - Transactions in put and call options on
Corn futures contracts shall be subject to the general rules of the Association
as far as applicable and shall also be subject to the regulations contained in
this chapter which are exclusively applicable to trading in put and call options
on Corn futures contracts. (See Rule 490.00). (10/01/94)

3002.01  Nature of Corn Futures Put Options - The buyer of one (1) Corn futures
put option may exercise his option at any time prior to expiration, (subject to
Regulation 3007.01), to assume a short position in one (1) Corn futures contract
of a specified contract month at a striking price set at the time the option was
purchased. The seller of one (1) Corn futures put option incurs the obligation
of assuming a long position in one (1) Corn futures contract of a specified
contract month at a striking price set at the time the option was sold, upon
exercise by a put option buyer. (10/01/94)

3002.02  Nature of Corn Futures Call Options - The buyer of one (1) Corn futures
call option may exercise his option at any time prior to expiration, (subject to
Regulation 3007.01), to assume a long position in one (1) Corn futures contract
of a specified contract month at a striking price set at the time the option was
purchased. The seller of one (1) Corn futures call option incurs the obligation
of assuming a short position in one (1) Corn futures contract of a specified
contract month at a striking price set at the time the option was sold, upon
exercise by a call option buyer. (10/01/94)

3003.01  Trading Unit - One (1) 5,000 bushel Corn futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3004.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of five (5) cents per
bushel per Corn futures contract (i.e., 2.55, 2.60, 2.65, etc.), in integral
multiples of ten (10) cents per bushel per Corn futures contract (i.e., 2.50,
2.60, 2.70, etc.) and in integral multiples of twenty (20) cents per bushel per
Corn futures contract (i.e., 2.80, 3.00, 3.20, etc.) as follows:

1.  a.  In integral multiples of ten cents, at the commencement of trading
        for an option contract, the following strikes shall be listed: one with
        a strike closest to the previous day's settlement price of the
        underlying Corn futures contract, the next five consecutive higher and
        the next five consecutive lower strikes (the "initial band"). If the
        previous day's settlement price is midway between two strikes, the
        closest price shall be the larger of the two.

    b.  In integral multiples of twenty cents, at the commencement of trading
        for an option contract, the following strikes shall be listed: the next
        four consecutive strikes above the initial band.

    c.  In integral multiples of ten cents, over time, strikes shall be added as
        necessary to ensure that all strikes within 55 cents of the previous
        day's trading range of the underlying futures contract are listed (the
        "minimum band").

    d.  In integral multiples of twenty cents, over time, strikes shall be added
        as necessary to ensure that the next four consecutive strikes above the
        minimum band are listed.

    e.  No new strikes may be added by these procedures in the month in which an
        option expires.

2.  a.  In integral multiples of five cents, at the commencement of trading
        for options that are traded in months in which Corn futures are not
        traded, and for standard option months, the business day they become the
        second deferred month, the following strike prices shall be listed:  one
        with a strike closest to the previous day's settlement price of the
        underlying Corn futures contract and the next five consecutive higher
        and the next five consecutive lower strikes.  For example, five-cent
        strike price intervals for the September 2000 contract month would be
        added on June 26, which is the business day after the expiration of the
        July

                                     3002


                            Ch30 Trading Conditions
                            -----------------------


        contract month.


    b.  Over time, new-five cent strike prices will be added to ensure that at
        least five strike prices exist above and below the previous day's
        trading range in the underlying futures.

3.  a.  In integral multiples of twenty cents, all strikes in which the previous
        day's delta factors (as determined by the Board of Trade) for both the
        put and call options are 0.10 or greater for two consecutive business
        days will be listed for trading. However, no new strikes may be added by
        this procedure to an option month unless open positions exist in that
        contract month.

    b.  In integral multiples of ten cents, during the month in which an option
        expires, all strikes in which the previous day's delta factors (as
        determined by the Board of Trade) for both the put and call options are
        0.10 or greater for two consecutive business days will be listed for
        trading.

4.  All strikes will be listed prior to the opening of trading on the following
    business day. The Exchange may modify the procedures for the introduction of
    strikes as it deems appropriate in order to respond to market conditions.
    (09/01/00)

3005.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3006.01  Option Premium Basis - The premium for Corn futures options shall be in
multiples of one-eighth (1/8) of one cent per bushel of a 5,000 bushel Corn
futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(10/01/94)

3007.01  Exercise of Option - The buyer of a Corn futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on expiration date:

i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

3007.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3007.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:


i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

3008.01  Expiration of Option - Unexercised Corn futures options shall expire at
10:00 a.m. on the first Saturday following the last day of trading. (10/01/94)

3009.01  Months Traded - Trading may be conducted in the nearby Corn futures
options contract

                                     3003


                            Ch30 Trading Conditions
                            -----------------------


month plus any succeeding months, provided however, that the Exchange may
determine not to list a contract month. For options that are traded in months in
which Corn futures are not trading underlying futures contract is the next
futures contract that is nearest to the expiration of the option. For example,
the underlying futures contract for the February option contract is the March
futures contract. (09/01/00)

3010.01  Trading Hours - The hours of trading of options on Corn futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as close of
trading of the Regular Daytime open outcry trading session for the corresponding
Corn futures contract, subject to the provisions of the second paragraph of Rule
1007.00. On the last day of trading in an expiring option, the expiring Corn
futures options shall be closed with a public call made striking price by
striking price, conducted by such persons as the Regulatory Compliance Committee
shall direct. On all other days, Corn futures options shall be opened and closed
for all months and striking prices simultaneously or in such a manner as the
Regulatory Compliance Committee shall direct. (03/01/00)

3011.01  Position Limits - (See Regulation 425.01) (10/01/00)

3012.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*3013.01 Last Day of Trading - No trades in Corn futures options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Corn futures contract on the
last Friday which precedes by at least two [five] business days, the last
business day of the month preceding the option month. If such Friday is not a
business day, the last day of trading shall be the business day prior to such
Friday. (03/01/00)

* Additions underlined; deletions bracketed for contracts from May 2001 forward

3014.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Corn futures option at a premium of
more than the trading limit for the Corn futures contract above and below the
previous day's settlement premium for that option as determined by the Clearing
Corporation. On the first day of trading, limits shall be set from the lowest
premium of the opening range. (10/01/94)


                                     3004


================================================================================
Chapter 31
Wheat Futures Options
================================================================================

     Ch31 Trading Conditions.................................   3102
          3101.00  Authority.................................   3102
          3101.01  Application of Regulations................   3102
          3102.01  Nature of Wheat Futures Put Options.......   3102
          3102.02  Nature of Wheat Futures Call Options......   3102
          3103.01  Trading Unit..............................   3102
          3104.01  Striking Prices...........................   3102
          3105.01  Payment of Option Premium.................   3103
          3106.01  Option Premium Basis......................   3103
          3107.01  Exercise of Option........................   3103
          3107.02  Automatic Exercise........................   3103
          3108.01  Expiration of Option......................   3103
          3109.01  Months Traded.............................   3103
          3110.01  Trading Hours.............................   3104
          3111.01  Position Limits...........................   3104
          3112.01  Margin Requirements.......................   3104
          3113.01  Last Day of Trading.......................   3104
          3114.01  Option Premium Fluctuation Limits.........   3104

                                     3101



================================================================================
Chapter 31
Wheat Futures Options
================================================================================

Ch31 Trading Conditions

3101.00  Authority   - (See Rule 2801.00).  (10/01/94)

3101.01  Application of Regulations - Transactions in put and call options on
Wheat futures contracts shall be subject to the general rules of the Association
as far as applicable and shall also be subject to the regulations contained in
this chapter which are exclusively applicable to trading in put and call options
on Wheat futures contracts. (See Rule 490.00). (10/01/94)

3102.01  Nature of Wheat Futures Put Options - The buyer of one (1) Wheat
futures put option may exercise his option at any time prior to expiration,
(subject to Regulation 3107.01), to assume a short position in one (1) Wheat
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Wheat futures put option
incurs the obligation of assuming a long position in one (1) Wheat futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer. (10/01/94)

3102.02  Nature of Wheat Futures Call Options - The buyer of one (1) Wheat
futures call option may exercise his option at any time prior to expiration,
(subject to Regulation 3107.01), to assume a long position in one (1) Wheat
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Wheat futures call option
incurs the obligation of assuming a short position in one (1) Wheat futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (10/01/94)

3103.01  Trading Unit - One (1) 5,000 bushel Wheat futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3104.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of five (5) cents per
bushel per Wheat futures contract (i.e. 3.70, 3.75, 3.80, etc.), in integral
multiples of ten (10) cents per bushel per Wheat futures contract (i.e., 3.70,
3.80, 3.90, etc.) and in integral multiples of twenty (20) cents per bushel per
Wheat futures contract (i.e., 4.00, 4.20, 4.40, etc.) as follows:

1.   a.  In integral multiples of ten cents, at the commencement of trading for
         an option contract, the following strikes shall be listed: one with a
         strike closest to the previous day's settlement price of the underlying
         Wheat futures contract, the next five consecutive higher and the next
         five consecutive lower strikes (the "initial band"). If the previous
         day's settlement price is midway between two strikes, the closest price
         shall be the larger of the two.

     b.  In integral multiples of twenty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: the next
         four consecutive strikes above the initial band.

     c.  In integral multiples of ten cents, over time, strikes shall be added
         as necessary to ensure that all strikes within 55 cents of the previous
         day's trading range of the underlying futures contract are listed (the
         "minimum band").

     d.  In integral multiples of twenty cents, over time, strikes shall be
         added as necessary to ensure that the next four consecutive strikes
         above the minimum band are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  In integral multiples of five cents, at the commencement of trading for
         options that are traded in months in which Wheat futures are not
         traded, and for standard option months, the business day they become
         the second deferred month, the following strike prices shall be listed:
         one with a strike closest to the previous day's settlement price of the
         underlying Wheat futures contract and the next five consecutive higher
         and the next five consecutive lower strikes. For example, five-cent
         strike price intervals for the September 2000 contract month would be
         added on June 26, which is the business day after the expiration of the
         July

                                     3102


                            Ch31 Trading Conditions
                            -----------------------


         contract month.


     b.  Over time, new five-cent strike prices will be added to ensure that at
         least five strike prices exist above and below the previous day's
         trading range in the underlying futures.

3.   a.  In integral multiples of twenty cents, all strikes in which the
         previous day's delta factors (as determined by the Board of Trade) for
         both the put and call options are 0.10 or greater for two consecutive
         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  In integral multiples of ten cents, during the month in which an option
         expires, all strikes in which the previous day's delta factors (as
         determined by the Board of Trade) for both the put and call options are
         0.10 or greater for two consecutive business days will be listed for
         trading.

4.   All strikes will be listed prior to the opening of trading on the following
     business day. The Exchange may modify the procedures for the introduction
     of strikes as it deems appropriate in order to respond to market
     conditions. (09/01/00)

3105.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3106.01  Option Premium Basis - The premium for Wheat futures options shall be
in multiples of one-eighth (1/8) of one cent per bushel of a 5,000 bushel Wheat
futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(10/01/94)

3107.01  Exercise of Option - The buyer of a Wheat futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3107.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3107.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3108.01  Expiration of Option - Unexercised Wheat futures options shall expire
at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

3109.01  Months Traded - Trading may be conducted in the nearby Wheat futures
options

                                     3103


                            Ch31 Trading Conditions
                            -----------------------


contract month plus any succeeding months, provided however, that the Exchange
may determine not to list a contract month. For options that are traded in
months in which Wheat futures are not traded, the underlying futures contract is
the next futures contract that is nearest to the expiration of the option. For
example, the underlying futures contract for the February option contract is the
March futures contract. (09/01/00)

3110.01  Trading Hours - The hours of trading of options on Wheat futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Wheat futures contract, subject to the provisions of the second
paragraph of Rule 1007.00. On the last day of trading in an expiring option, the
expiring Wheat futures options shall be closed with a public call made striking
price by striking price, conducted by such persons as the Regulatory Compliance
Committee shall direct. On all other days, Wheat futures options shall be opened
and closed for all months and striking prices simultaneously or in such a manner
as the Regulatory Compliance Committee shall direct. (03/01/00)

3111.01  Position Limits - (See Regulation 425.01) (10/01/00)

3112.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*3113.01 Last Day of Trading - No trades in Wheat futures options expiring in
the current month shall be made after the close of trading of the Regular
Daytime open outcry trading session for the corresponding Wheat futures contract
on the last Friday which precedes by at least two [five] business days, the last
business day of the month preceding the option month. If such Friday is not a
business day, the last day of trading shall be the business day prior to such
Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from May 2001 forward.

3114.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Wheat futures option at a premium of
more than the trading limit for the Wheat futures contract above and below the
previous day's settlement premium for that option as determined by the Clearing
Corporation. On the first day of trading, limits shall be set from the lowest
premium of the opening range. (10/01/94)

                                     3104


================================================================================
Chapter 32
Soybean Oil Futures Options
================================================================================

     Ch32 Trading Conditions...................................  3202
          3201.00  Authority...................................  3202
          3201.01  Application of Regulations..................  3202
          3202.01  Nature of Soybean Oil Futures Put Options...  3202
          3202.02  Nature of Soybean Oil Futures Call Options..  3202
          3203.01  Trading Unit................................  3202
          3204.01  Striking Prices.............................  3202
          3205.01  Payment of Option Premium...................  3203
          3206.01  Option Premium Basis........................  3203
          3207.01  Exercise of Option..........................  3203
          3207.02  Automatic Exercise..........................  3203
          3208.01  Expiration of Option........................  3203
          3209.01  Months Traded...............................  3203
          3210.01  Trading Hours...............................  3203
          3211.01  Position Limits and Reportable Positions....  3204
          3212.01  Margin Requirements.........................  3204
          3213.01  Last Day of Trading.........................  3204
          3214.01  Option Premium Fluctuation Limits...........  3204

                                     3201


================================================================================
Chapter 32
Soybean Oil Futures Options
================================================================================

Ch32 Trading Conditions

3201.00  Authority - (See Rule 2801.00). (10/01/94)

3201.01  Application of Regulations - Transactions in put and call options on
Soybean Oil futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Soybean Oil futures contracts. (See Rule 490.00). (10/01/94)

3202.01  Nature of Soybean Oil Futures Put Options - The buyer of one (1)
Soybean Oil futures put option may exercise his option at any time prior to
expiration, (subject to Regulation 3207.01), to assume a short position in one
(1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Oil futures put option incurs the obligation of assuming a long position in one
(1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a put option buyer.
(10/01/94)

3202.02  Nature of Soybean Oil Futures Call Options - The buyer of one (1)
Soybean Oil futures call option may exercise his option at any time prior to
expiration, (subject to Regulation 3207.01), to assume a long position in one
(1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Oil futures call option incurs the obligation of assuming a short position in
one (1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a call option buyer.
(10/01/94)

3203.01  Trading Unit - One (1) 60,000 pound Soybean Oil futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3204.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of one-half cent per
pound per Soybean Oil futures contract (i.e., .210, .215, .220, etc.) for all
strikes less than thirty cents and in integral multiples of one cent per pound
per Soybean Oil futures contract (i.e., .300, .310, .320, etc.) for all strikes
greater than or equal to thirty cents (the "first tier"); and in integral
multiples of one cent per pound per Soybean Oil futures contract (i.e., .210,
 .220, .230, etc.) for all strikes less than thirty cents and in integral
multiples of two cents per pound per Soybean Oil futures contract (i.e., .320,
 .340, .360, etc.) for all strikes greater than or equal to thirty cents (the
"second tier") as follows:

1.   a.  Per the first tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: one with a strike
         closest to the previous day's settlement price of the underlying
         Soybean Oil futures contract and a consecutive series within 5.5 cents
         above and below that strike (the "initial band"). If the previous day's
         settlement price is midway between two strikes, the closest price shall
         be the larger of the two.

     b.  Per the second tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: the next four
         consecutive strikes above the initial band.

     c.  Per the first tier, over time, strikes shall be added as necessary to
         insure that all strikes within 5.5 cents of the previous day's trading
         range of the underlying futures contract are listed (the "minimum
         band").

     d.  Per the second tier, over time, strikes shall be added as necessary to
         insure that the next four consecutive strikes above the minimum band
         are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  Per the second tier, all strikes in which the previous day's delta
         factors (as determined by the Board of Trade) for both the put and call
         options are 0.10 or greater for two consecutive

                                     3202


                            Ch32 Trading Conditions
                            -----------------------


         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  Per the first tier, during the month in which an option expires, all
         strikes in which the previous day's delta factors (as determined by the
         Board of Trade) for both the put and call options are 0.10 or greater
         for two consecutive business days will be listed for trading.

3.   All strikes will be listed prior to the opening of trading on the following
     business day. The Exchange may modify the procedures for the introduction
     of strikes as it deems appropriate in order to respond to market
     conditions. (07/01/95)

3205.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3206.01  Option Premium Basis - The premium for Soybean Oil futures options
shall be in multiples of five thousandths (5/1000) of one cent per pound of a
60,000 pound Soybean Oil futures contract which shall equal $3.00 per contract.

However, when both sides of the trade are closing transactions, the option
premium may be equal to $1.00 or $2.00 per option contract. (10/01/94)

3207.01  Exercise of Option - The buyer of a Soybean Oil futures option may
exercise the option on any business day prior to expiration by giving notice of
exercise to the Clearing Corporation by 6:00 p.m., or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on expiration
date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3207.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3207.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3208.01  Expiration of Option - Unexercised Soybean Oil futures options shall
expire at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

3209.01  Months Traded - Trading may be conducted in the nearby Soybean Oil
futures options contract month plus any succeeding months, provided however,
that the Exchange may determine not to list a contract month. For options that
are traded in months in which Soybean Oil futures are not traded, the underlying
futures contract is the next futures contract that is nearest to the expiration
of the option. For example, the underlying futures contract for the February
option contract is the March futures contract. (09/01/00)

3210.01  Trading Hours - The hours of trading of options on Soybean Oil futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Soybean Oil futures contract, subject to the provisions of the
second paragraph

                                     3203


                            Ch32 Trading Conditions
                            -----------------------


of Rule 1007.00. On the last day of trading in an expiring option, the expiring
Soybean Oil futures options shall be closed with a public call made striking
price by striking price, conducted by such persons as the Regulatory Compliance
Committee shall direct. On all other days, Soybean Oil futures options shall be
opened and closed for all months and striking prices simultaneously or in such a
manner as the Regulatory Compliance Committee shall direct. (03/01/00)

3211.01  Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

3212.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*3213.01 Last Day of Trading - No trades in Soybean Oil futures options expiring
in the current month shall be made after the close of trading of the Regular
Daytime open outcry trading session for the corresponding Soybean Oil futures
contract on the last Friday which precedes by at least two [five] business days,
the last business day of the month preceding the option month. If such Friday is
not a business day, the last day of trading shall be the business day prior to
such Friday. (03/01/00)

*Additions underlined, deletions bracketed from May 2001 forward.

3214.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Soybean Oil futures option at a
premium of more than the trading limit for the Soybean Oil futures contract
above and below the previous day's settlement premium for that option as
determined by the Clearing Corporation. On the first day of trading, limits
shall be set from the lowest premium of the opening range. (10/01/94)

                                     3204


================================================================================
Chapter 33
Soybean Meal Futures Options
================================================================================

     Ch33 Trading Conditions......................................   3302
          3301.00  Authority......................................   3302
          3301.01  Application of Regulations.....................   3302
          3302.01  Nature of Soybean Meal Futures Put Options.....   3302
          3302.02  Nature of Soybean Meal Futures Call Options....   3302
          3303.01  Trading Unit...................................   3302
          3304.01  Striking Prices................................   3302
          3305.01  Payment of Option Premium......................   3303
          3306.01  Option Premium Basis...........................   3303
          3307.01  Exercise of Option.............................   3303
          3307.02  Automatic Exercise.............................   3303
          3308.01  Expiration of Option...........................   3304
          3309.01  Months Traded..................................   3304
          3310.01  Trading Hours..................................   3304
          3311.01  Position Limits and Reportable Positions.......   3304
          3312.01  Margin Requirements............................   3304
          3313.01  Last Day of Trading............................   3304
          3314.01  Option Premium Fluctuation Limits..............   3304

                                     3301


================================================================================
Chapter 33
Soybean Meal Futures Options
================================================================================

Ch33 Trading Conditions

3301.00  Authority - (See Rule 2801.00). (10/01/94)

3301.01  Application of Regulations - Transactions in put and call options on
Soybean Meal futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Soybean Meal futures contracts. (See Rule 490.00). (10/01/94)

3302.01   Nature of Soybean Meal Futures Put Options - The buyer of one (1)
Soybean Meal futures put option may exercise his option at any time prior to
expiration, (subject to Regulation 3307.01), to assume a short position in one
(1) Soybean Meal futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Meal futures put option incurs the obligation of assuming a long position in one
(1) Soybean Meal futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a put option buyer.
(10/01/94)

3302.02   Nature of Soybean Meal Futures Call Options - The buyer of one (1)
Soybean Meal futures call option may exercise his option at any time prior to
expiration, (subject to Regulation 3307.01), to assume a long position in one
(1) Soybean Meal futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Meal futures call option incurs the obligation of assuming a short position in
one (1) Soybean Meal futures contract of a specified contract month at a
striking price set at the time the option was sold, upon exercise by a call
option buyer. (10/01/94)

3303.01  Trading Unit - One (1)100 ton Soybean Meal futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3304.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of five (5) dollars
per ton per Soybean Meal futures contract (i.e., 185, 190, 195, etc.) for all
strikes less than two hundred dollars and in integral multiples of ten (10)
dollars per ton per Soybean Meal futures contract (i.e., 200, 210, 220, etc.)
for all strikes greater than or equal to two hundred dollars (the "first tier");
and in integral multiples of ten (10) dollars per ton per Soybean Meal futures
contract (i.e., 200, 210, 220, etc.) for all strikes less than two hundred
dollars and in integral multiples of twenty (20) dollars per ton per Soybean
Meal futures contract (i.e., 200, 220, 240, etc.) for all strikes greater than
or equal to two hundred dollars (the "second tier") as follows:

1.   a.  Per the first tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: one with a strike
         closest to the previous day's settlement price of the underlying
         Soybean Meal futures contract, the next ten consecutive higher strikes
         and the next ten consecutive lower strikes (the "initial band"). If the
         previous day's settlement price is midway between two strikes, the
         closest price shall be the larger of the two.

     b.  Per the second tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: the next four
         consecutive strikes above the initial band.

                                     3302


                            Ch33 Trading Conditions
                            -----------------------


     c.  Per the first tier, over time, strikes shall be added as necessary to
         insure that at least ten strikes above and below the previous day's
         trading range of the underlying futures are listed (the "minimum
         band").

     d.  Per the second tier, over time, strikes shall be added as necessary to
         insure that the next four consecutive strikes above the minimum band
         are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  Per the second tier, all strikes in which the previous day's delta
         factors (as determined by the Board of Trade) for both the put and call
         options are 0.10 or greater for two consecutive business days will be
         listed for trading. However, no new strikes may be added by this
         procedure to an option month unless open positions exist in that
         contract month.

     b.  Per the first tier, during the month in which an option expires, all
         strikes in which the previous day's delta factors (as determined by the
         Board of Trade) for both the put and call options are 0.10 or greater
         for two consecutive business days will be listed for trading.

3.  All strikes will be listed prior to the opening of trading on the following
    business day. The Exchange may modify the procedures for the introduction of
    strikes as it deems appropriate in order to respond to market conditions.
    (03/01/99)

3305.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3306.01  Option Premium Basis - The premium for Soybean Meal futures options
shall be in multiples of five (5) cents per ton of a 100 ton Soybean Meal
futures contract which shall equal $5.00 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $4.00 in $1.00 increments per option contract.
(10/01/94)

3307.01  Exercise of Option - The buyer of a Soybean Meal futures option may
exercise the option on any business day prior to expiration by giving notice of
exercise to the Clearing Corporation by 6:00 p.m., or at such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on the
expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to
     the member firm exercise instructions or the member firm's inability to
     receive such instructions prior to 6:00 p.m. on the last day of trading.
     (12/01/99)

3307.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3307.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or at such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)   to correct errors or mistakes made in good faith;


ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3308.01  Expiration of Option - Unexercised Soybean Meal futures options shall
expire at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

3309.01  Months Traded - Trading may be conducted in the nearby Soybean Meal
futures options contract month plus any succeeding months, provided however,
that the Exchange may determine not to list a contract month. For options that
are traded in months in which Soybean Meal futures are not traded, the
underlying futures contract is the next futures contract that is nearest to the
expiration of the option. For example, the underlying futures contract for the
February option contract is the March futures contract. (09/01/00)

3310.01  Trading Hours - The hours of trading of options on Soybean Meal futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Soybean Meal futures contract, subject to the provisions of the
second paragraph of Rule 1007.00. On the last day of trading in an expiring
option, the expiring Soybean Meal futures options shall be closed with a public
call made striking price by striking price, conducted by such persons as the
Regulatory Compliance Committee shall direct. On all other days, Soybean Meal
futures options shall be opened and closed for all months and striking prices
simultaneously or in such a manner as the Regulatory Compliance Committee shall
direct. (03/01/00)

3311.01  Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

3312.01  Margin Requirements - (See Regulation 431.03) (10/01/94)

*3313.01 Last Day of Trading - No trades in Soybean Meal futures options
expiring in the current month shall be made after the close of trading of the
Regular Daytime open outcry trading session for the corresponding Soybean Meal
futures contract on the last Friday which precedes by at least two [five]
business days, the last business day of the month preceding the option month. If
such Friday is not a business day, the last day of trading shall be the business
day prior to such Friday. (03/01/00)

* Additions underlined, deletions bracketed for contracts from May 2001 forward.

3314.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Soybean Meal futures option at a
premium of more than the trading limit for the Soybean Meal futures contract
above and below the previous day's settlement premium for that option as
determined by the Clearing Corporation. On the first day of trading, limits
shall be set from the lowest premium of the opening range. (10/01/94)

                                     3304






===============================================================================================================
Chapter 35A (Standard Options)
Medium Term U.S. Treasury Note Futures Options
===============================================================================================================
                                                                                                        
         Ch35A Trading Conditions..........................................................................3502A
                A3501.00     Authority.....................................................................3502A
                A3501.01     Application of Regulations....................................................3502A
                A3502.01     Nature of Medium Term U.S. Treasury Note Futures Put Options..................3502A
                A3502.02     Nature of Medium Term U.S. Treasury Note Futures Call Options.................3502A
                A3503.01     Trading Unit..................................................................3502A
                A3504.01     Striking Prices...............................................................3502A
                A3505.01     Payment of Option Premium.....................................................3503A
                A3506.01     Option Premium Basis..........................................................3503A
                A3507.01     Exercise of Option............................................................3503A
                A3507.02     Automatic Exercise............................................................3503A
                A3508.01     Expiration of Option..........................................................3503A
                A3509.01     Months Traded In..............................................................3503A
                A3510.01     Trading Hours.................................................................3503A
                A3511.01     Position Limits and Reportable Positions......................................3504A
                A3512.01     Margin Requirements...........................................................3504A
                A3513.01     Last Day of Trading...........................................................3504A


                                     3501A


================================================================================
Chapter 35A (Standard Options)
Medium Term U.S. Treasury Note Futures Options
================================================================================

Ch35A Trading Conditions

A3501.00  Authority - (See Rule 2801.00.)  (10/01/94)

A3501.01  Application of Regulations - Transactions in put and call options on
Medium Term U.S. Treasury Note futures contracts shall be subject to the general
rules of the Association as far as applicable and shall also be subject to the
regulations contained in this Chapter which are exclusively applicable to
trading in put and call options on Medium Term U.S. Treasury Note futures
contracts. (See Rule 490.00.) (09/01/00)

A3502.01  Nature of Medium Term U.S. Treasury Note Futures Put Options - The
buyer of one (1) Medium Term U.S. Treasury Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation 3507.01), to
assume a short position in one (1) Medium Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Medium Term U.S. Treasury Note
futures put option incurs the obligation of assuming a long position in one (1)
Medium Term U.S. Treasury Note futures contract of a specified contract month at
a striking price set at the time the option was sold, upon exercise by a put
option buyer. (10/01/94)

A3502.02  Nature of Medium Term U.S. Treasury Note Futures Call Options - The
buyer of one (1) Medium Term U.S. Treasury Note futures call option may exercise
his option at any time prior to expiration (subject to Regulation 3507.01), to
assume a long position in one (1) Medium Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Medium Term U.S. Treasury Note
futures call option incurs the obligation of assuming a short position in one
(1) Medium Term U.S. Treasury Note futures call option incurs the obligation of
assuming a short position in one (1) Medium Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (10/01/94)

A3503.01  Trading Unit - One (1) Medium Term U.S. Treasury Note futures contract
of a specified contract month on the Chicago Board of Trade. (10/01/94)

A3504.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one-half (1/2) point per Medium
Term U.S. Treasury Note futures contract. At the commencement of trading for
such option contracts, the following strike prices shall be listed: one with a
striking price closest to the previous day's settlement price on the underlying
Medium Term U.S. Treasury Note futures contract, the next twelve consecutive
higher and the next twelve consecutive lower striking prices closest to the
previous day's settlement price; and all strike prices listed for all other
option contract months listed at that time. If the previous day's settlement
price is midway between two striking prices, the closest price shall be the
larger of the two. When a sale in the underlying Medium Term U.S. Treasury Note
futures contract occurs at a price greater than or equal to the twelfth largest
striking price, a new striking price one increment higher than the existing
striking prices will be added. When a sale in the underlying Medium Term U.S.
Treasury Note futures contract occurs at a price less than or equal to the
twelfth smallest striking price, a new striking price one increment lower than
the existing striking prices will be added. When a new strike price is added for
an option contract month, the same strike price will be added to all options
contract months for which that strike price is not already listed. All new
strike prices will be added prior to the opening of trading on the following
business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (10/01/94)

A3505.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

                                     3502A


                           Ch35A Trading Conditions
                           ------------------------

A3506.01  Option Premium Basis - The premium for Medium Term U.S. Treasury Note
futures options shall be in multiples of one sixty-fourth (1/64) of one point
($1,000) of a Medium Term U. S. Treasury Note futures contract which shall equal
$15.63 per 1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (i.e.-10.0%, 10.1%, 10.2%, etc.) (10/01/94)

A3507.01  Exercise of Option - The buyer of a Medium Term U.S. Treasury Note
futures option may exercise the option on any business day prior to expiration
by giving notice of exercise to the Clearing Corporation by 6:00 p.m., or by
such other time designated by the Board of Directors, on such day.
Notwithstanding the foregoing, the buyer may exercise the option prior to 10:00
a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3507.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3507.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3508.01  Expiration of Option - Unexercised Medium Term U.S. Treasury Note
futures options shall expire at 10:00 a.m. on the first Saturday following the
last day of trading. (10/01/94)

A3509.01  Months Traded In - Trading may be conducted in Medium Term U.S.
Treasury Note futures options for a thirty-six month period extending from the
nearby contract month, provided however, that the Exchange may determine not to
list a contract month. Both serial and quarterly options may be listed to expire
into either front-month or deferred futures as determined by the Board.
(06/01/99)

A3510.01  Trading Hours - The hours of trading of options on Medium Term U.S.
Treasury Note futures contracts shall be determined by the Board. On the last
day of trading in an expiring option, the closing time for such options shall be
the same as the close of trading of the Regular Daytime open outcry trading
session for the corresponding Medium Term U.S. Treasury Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Medium Term
U.S. Treasury Note futures options shall be opened and closed for all months and
strike prices simultaneously or in such a manner as the Regulatory Compliance
Committee shall direct. (04/01/00)

A3511.01  Position Limits and Reportable Positions - (See Regulation 425.01.)
(10/01/00)

A3512.01  Margin Requirements - (See Regulation 431.05.) (10/01/94)

*A3513.01 Last Day of Trading - No trades in Medium Term U.S. Treasury Note
futures put and call options expiring in the current month shall be made after
the close of trading of the Regular Daytime open outcry trading session for the
corresponding U.S. Treasury Bond futures contract on the last Friday which
precedes by at least two [five] business days, the last business day of the
                     ---
month

                                     3503A


                           Ch35A Trading Conditions
                           ------------------------

preceding the option month. If such Friday is not a business day, or there
is a Friday which is not a business day which precedes by one [four] business
day[s] the last business day of the month preceding the option month, the last
day of trading will be the business day prior to such Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from June 2001 forward.

                                     3504A




================================================================================================================
Chapter 35B (Flexible Options)
Medium Term Treasury Note Flexible Options
----------------------------------------------------------------------------------------------------------------
================================================================================================================
                                                                                                        
         Ch35B Trading Conditions..........................................................................3506B
                B3502.03     Nature of Flexible Options....................................................3506B
                B3503.01     Trading Unit..................................................................3506B
                B3504.01     Strike Prices.................................................................3506B
                B3507.01     Exercise of Flexible Options..................................................3506B
                B3507.02     Automatic Exercise............................................................3506B
                B3508.01     Expiration Date...............................................................3507B
                B3509.01     Months Traded In..............................................................3507B
                B3513.01     Last Day of Trading...........................................................3507B
                B3516.01     Underlying Futures Contract for Flexible Options..............................3507B
                B3517.01     Initiating a Flexible Option Contract Series..................................3507B
                B3519.01     RFQ Trading Interval..........................................................3507B
                B3520.01     Expiration of an RFQ..........................................................3507B
                B3521.01     Reporting of Flexible Option Trades...........................................3507B


                                     3505B


================================================================================
Chapter 35B (Flexible Options)
Medium Term Treasury Note Flexible Options
--------------------------------------------------------------------------------
================================================================================

        Note:  The following Flexible option regulations with the exception
               noted in the second paragraph of Regulation 3502.03 supersede the
               corresponding standard regulations presented in Part A of this
               chapter. Regulations 3501.00, 3501.01, 3502.01, 3502.02, 3501.01,
               3506.01, 3510.01, 3511.01, 3512.01, and 3514.01 remain in effect
               for both standard and Flexible options.

Ch35B Trading Conditions

B3502.03  Nature of Flexible Options - Flexible options on Medium Term Treasury
Note futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on Medium Term Treasury Note futures shall also be
permitted in puts and calls which have the same underlying futures contract,
same strike price, same exercise style, and same last day of trading as standard
options that are not at the time listed for trading in the standard options pit
or on e-cbot. All Flexible Option regulations except 3507.01, 3507.02, 3508.01
and 3513.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or
option/futures spread involving puts, calls or futures. (09/01/00)

B3503.01  Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B3504.01  Strike Prices - Strike prices for flexible options must be specified
in points and 64th's of points per Medium Term Treasury Note futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
64th point increments relative to the underlying futures contract. Strike prices
cannot be outside the range of the currently listed strike prices for standard
options. (06/01/95)

B3507.01  Exercise of Flexible Options - Notification of the intent to exercise
a flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B3507.02  Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

*B3508.01 Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month

                                     3506B


preceding the underlying future contract month. Flexible options expire at 4:30
p.m. on the last trading day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B3509.01  Months Traded In - Trading may be conducted in flexible options in any
month through the most distant underlying futures contract in which a trade has
occurred. (10/01/94)

B3513.01  Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B3515.01  Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B3516.01  Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B3517.01  Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series.

If so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 3519.01) will exist.
(02/01/01)

B3519.01  RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the priority period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B3520.01  Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (02/01/01)

B3521.01  Reporting of Flexible Option Trades - It shall be the responsibility
of the participants in a flexible option trade to report the quantities and
prices to the flexible pit reporter in a timely manner, including any later
trades in open flexible contract term series. (10/01/94)

*       The effect of the second paragraph of Regulation 3502.03 is to permit
        trading in standard option under certain Flexible trading procedures
        prior to the listing of such options in the standard options pit or on
        e-cbot. Once and if these options are listed for trading in the standard
        options pit or on e-cbot, they will be traded only in the standard
        options pit or on e-cbot, they will be traded only in the standard
        options pit or e-cbot subject to standard options trading requirements.
        Upon such listing, all existing open positions established under
        Flexible trading procedures shall be fully fungible with transactions in
        the respective standard option series for all purposes under these
        regulations.

                                     3507B




================================================================================================================
Chapter 36A (Standard Options)
Short Term U.S. Treasury Note Futures Options
----------------------------------------------------------------------------------------------------------------
================================================================================================================
                                                                                                        
         Ch36A Trading Conditions..........................................................................3602A
                A3601.00     Authority.....................................................................3602A
                A3601.01     Application of Regulations....................................................3602A
                A3602.01     Nature of Short Term U.S. Treasury Note Futures Put Options...................3602A
                A3602.02     Nature of Short Term U.S. Treasury Note Futures Call Options..................3602A
                A3603.01     Trading Unit..................................................................3602A
                A3604.01     Striking Prices...............................................................3602A
                A3605.01     Payment of Option Premium.....................................................3603A
                A3606.01     Option Premium Basis..........................................................3603A
                A3607.01     Exercise of Option............................................................3603A
                A3607.02     Automatic Exercise............................................................3603A
                A3608.01     Expiration of Option..........................................................3603A
                A3609.01     Months Traded In..............................................................3603A
                A3610.01     Trading Hours.................................................................3603A
                A3611.01     Position Limits and Reportable Positions......................................3604A
                A3612.01     Margin Requirements...........................................................3604A
                A3613.01     Last Day of Trading...........................................................3604A


                                     3601A


===============================================================================
Chapter 36A (Standard Options)
Short Term U.S. Treasury Note Futures Options
-------------------------------------------------------------------------------
===============================================================================

Ch36A Trading Conditions

A3601.00  Authority - (See Rule 2801.00.)  (10/01/94)

A3601.01  Application of Regulations - Transactions in put and call options on
Short Term U.S. Treasury Note futures contracts shall be subject to the general
rules of the Association as far as applicable and shall also be subject to the
regulations contained in this chapter which are exclusively applicable to
trading in put and call options on Short Term U.S. Treasury Note futures
contracts. (See Rule 490.00.) (09/01/00)

A3602.01  Nature of Short Term U.S. Treasury Note Futures Put Options - The
buyer of one (1) Short Term U.S. Treasury Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation 3607.01), to
assume a short position in one (1) Short Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Short Term U.S. Treasury Note
futures put option incurs the obligation of assuming a long position in one (1)
Short Term U.S. Treasury Note futures contract of a specified contract month at
a striking price set at the time the option was sold, upon exercise by a put
option buyer. (10/01/94)

A3602.02  Nature of Short Term U.S. Treasury Note Futures Call Options - The
buyer of one (1) Short Term U.S. Treasury Note futures call option may exercise
his option at any time prior to expiration (subject to Regulation 3607.01), to
assume a long position in one (1) Short Term U.S. Treasury Note futures contract
of a specified contract month at a striking price set at the time the option was
purchased. The seller of one (1) Short Term U.S. Treasury Note futures call
option incurs the obligation of assuming a short position in one (1) Short Term
U.S. Treasury Note futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a call option buyer.
(10/01/94)

A3603.01  Trading Unit - One (1) $200,000 face value Short Term U.S. Treasury
Note futures contract at a specified contract month on the Chicago Board of
Trade. (10/01/94)

A3604.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one-quarter (1/4) point per Short
Term U.S. Treasury Note futures contract. At the commencement of trading for
such option contracts, the following strike prices shall be listed: one with a
striking price closest to the previous day's settlement price on the underlying
Short Term U.S. Treasury Note futures contract, the next six consecutive higher
and the next six consecutive lower striking prices closest to the previous day's
settlement price; and all strike prices listed for all other option contract
months listed at that time. If the previous day's settlement price is midway
between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Short Term U.S. Treasury Note futures contract
occurs at a price greater than or equal to the sixth largest striking price, a
new striking price one increment higher than the existing striking prices will
be added. When a sale in the underlying Short Term U.S. Treasury Note futures
contract occurs at a price less than or equal to the sixth smallest striking
price, a new striking price one increment lower than the existing striking
prices will be added. When a new strike price is added for an option contract
month, the same strike price will be added to all option contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (10/01/94)

A3605.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

                                     3602A


A3606.01  Option Premium Basis - The premium for Short Term U.S. Treasury Note
futures options shall be in multiples of one half of one sixty-fourth (1/64) of
one point ($15.63) of a Short Term U.S. Treasury Note futures contract which
shall equal $2,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (i.e.-10.0%, 10.1%, 10.2%, etc.) (10/01/94)

A3607.01  Exercise of Option - The buyer of a Short Term U.S. Treasury Note
futures option may exercise the option on any business day prior to expiration
by giving notice of exercise to the Clearing Corporation by 6:00 p.m., or by
such other time designated by the Board of Directors, on such day.
Notwithstanding the foregoing, the buyer may exercise the option prior to 10:00
a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3607.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3607.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3608.01  Expiration of Option - Unexercised Short Term U.S. Treasury Note
futures options shall expire at 10:00 a.m. on the first Saturday following the
last day of trading. (10/01/94)

A3609.01  Months Traded In - Trading may be conducted in Short Term U.S.
Treasury Note futures options for a forty-two month period extending from the
nearby contract month, provided however, that the Exchange may determine not to
list a contract month. Both serial and quarterly options may be listed to expire
into either front-month or deferred futures as determined by the Board.
(06/01/99)

A3610.01  Trading Hours - The hours of trading of options on Short Term U.S.
Treasury Note futures contracts shall be determined by the Board. On the last
day of trading in an expiring option, the closing time for such options shall be
the same as the close of trading of the Regular Daytime open outcry trading
session for the corresponding Short Term U.S. Treasury Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Short Term
U.S. Treasury Note futures options shall be opened and closed for all months and
strike prices simultaneously or in such a manner as the Regulatory Compliance
Committee shall direct. (04/01/00)

A3611.01  Position Limits and Reportable Positions - (See Regulation 425.01.)
          (10/01/00)

A3612.01  Margin Requirements - (See Regulation 431.05)  (10/01/94)

*A3613.01 Last Day of Trading - No trades in Short Term U.S. Treasury Note
futures put and call options expiring in the current month shall be made after
the close of trading of the Regular Daytime open outcry trading session for the
corresponding Short Term U.S. Treasury Note futures contract on the last Friday
which precedes by at least two [five] business days, the last business day of
                           ---
the month preceding the option month. If such Friday is not a business day, or
there is a Friday which is not a

                                     3603A


                           Ch36A Trading Conditions
                           ------------------------

business day which precedes by one [four] business day[s] the last business day
                               ---
of the month preceding the option month, the last day of trading shall be the
first business day prior to such Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from June 2001 forward.

                                     3604A


===============================================================================
Chapter 36B (Flexible Options)
Short Term Treasury Note Flexible Options
===============================================================================

                                                                                                         
         Ch36B Trading Conditions...........................................................................3606
                B3602.03     Nature of Flexible Options.....................................................3606
                B3603.01     Trading Unit...................................................................3606
                B3604.01     Strike Prices..................................................................3606
                B3607.01     Exercise of Flexible Options...................................................3606
                B3607.02     Automatic Exercise.............................................................3606
                B3608.01     Expiration Date................................................................3606
                B3609.01     Months Traded In...............................................................3607
                B3613.01     Last Day of Trading............................................................3607
                B3615.01     Exercise Style.................................................................3607
                B3616.01     Underlying Futures Contract for Flexible Options...............................3607
                B3617.01     Initiating a Flexible Option Contract Series...................................3607
                B3619.01     RFQ Trading Interval...........................................................3607
                B3620.01     Expiration of an RFQ...........................................................3607
                B3621.01     Reporting of Flexible Option Trades............................................3607



                                     3605B


===============================================================================
Chapter 36B (Flexible Options)
Short Term Treasury Note Flexible Options
===============================================================================

     Note: The following Flexible option regulations with the exception noted in
           the second paragraph of Regulation 3602.03 supersede the
           corresponding standard regulations presented in Part A of this
           chapter. Regulations 3601.00, 3601.01, 3602.01, 3602.02, 3605.01,
           3606.01, 3610.01, 3611.01, 3612.01, and 3614.01 remain in effect for
           both standard and Flexible options.

Ch36B Trading Conditions

B3602.03  Nature of Flexible Options - Flexible options on Short Term Treasury
Note futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on Short Term Treasury Note futures shall also be
permitted in puts and calls which have the same underlying futures contract,
same strike price, same exercise style, and same last day of trading as standard
options that are not at the time listed for trading in the standard options pit
or on e-cbot. All Flexible Option regulations except 3607.01, 3607.02, 3608.01
and 3613.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or
option/futures spread involving puts, calls or futures. (09/01/00)

B3603.01  Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B3604.01  Strike Prices - Strike prices for flexible options must be specified
in points and 64th's of points per Short Term Treasury Note futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
64th point increments relative to the underlying futures contract. Strike prices
cannot be outside the range of the currently listed strike prices for standard
options. (06/01/95)

B3607.01  Exercise of Flexible Options - Notification of the intent to exercise
a flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B3607.02  Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (`12/01/99)

*B3608.01 Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month preceding the
underlying future contract month. Flexible options expire at 4:30 p.m. on the
last trading

                                     3606B


                           Ch36B Trading Conditions
                           ------------------------

day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B3609.01  Months Traded In - Trading may be conducted in flexible options in any
month up through the most distant underlying futures contract in which a trade
has occurred. (10/01/94)

B3613.01  Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B3615.01  Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B3616.01  Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B3617.01  Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series.

If so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 3619.01) will exist.
(02/01/01)

B3619.01  RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the priority period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B3620.01  Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (002/01/01)

B3621.01  Reporting of Flexible Option Trades - It shall be the responsibility
of the participants in a flexible option trade to report the quantities and
prices to the flexible pit reporter in a timely manner, including any later
trades in open flexible contract term series. (10/01/94)

*    The effect of the second paragraph of Regulation 3602.03 is to permit
     trading in standard options under certain Flexible trading procedures prior
     to the listing of such options in the standard options pit or on e-cbot.
     Once and if these options are listed for trading in the standard options
     pit or on e-cbot, they will be traded only in the standard options pit or
     on e-cbot subject to standard options trading requirements. Upon such
     listing, all existing open positions established under Flexible trading
     procedures shall be fully fungible with transactions in the respective
     standard option series for all purposes under these regulations.

                                     3607B



================================================================================
Chapter 37
CBOT Rough Rice Futures
================================================================================
                                                                            
     Ch37 Trading Conditions...................................................3702
          3700.01   Introduction...............................................3702
          3701.01   Contract Specifications....................................3702
          3701.02   Trading Months and Hours...................................3702
          3701.03   Trading Unit...............................................3702
          3701.04   Price Increments...........................................3702
          3701.05   Daily Price Limits.........................................3702
          3701.06   Termination of Trading.....................................3702
          3701.07   Contract Modifications.....................................3702
          3701.08   Position Limits and Trading Limits.........................3702
          3702.01   Delivery by Warehouse Receipts.............................3702
          3702.02   Registration of Warehouse Receipts.........................3703
          3702.03   Delivery Dates.............................................3703
          3702.04   Storage....................................................3703
          3702.05   Par Delivery Unit..........................................3703
          3702.06   Par Delivery Point.........................................3703
          3702.07   Delivery Differentials.....................................3703
          3702.08   Delivery and Loading Out...................................3704
          3702.09   Notice of Intention........................................3705
          3703.01   Weighing...................................................3706
          3703.02   Storage Charges............................................3706

     Ch37 Delivery Facilities and Procedures...................................3707
          3704.01   Conditions of Regularity for Warehouses....................3707
          3704.02   Application For Declaration of Regularity..................3707
          3704.03   Duties of Warehousemen.....................................3708
          3704.04   Safeguarding Condition Of Stored Commodities...............3709
          3704.05   Damage To Commodity In Store...............................3709
          3704.06   Revocation of Regularity...................................3710
          3704.07   Federal Warehouses.........................................3710
          3704.08   Finality of USDA Or Other Required Inspection Certificate..3710
          3705.01   Delivery Through Clearing House............................3710
          3705.02   Payment Upon Delivery......................................3710
          3705.03   Necessity Of Possession Of Documents.......................3710
          3705.04   Suspended Member Out Of Line For Delivery..................3710
          3705.05   Failure to Deliver.........................................3710
          3705.06   Failure To Accept Delivery.................................3711
          3705.07   Transfer Of Cash For Futures After Termination Of Contract.3711
          3705.08   Risk Of Loss And Charges...................................3711


                                     3701


================================================================================
Chapter 37
CBOT Rough Rice Futures
================================================================================

Ch37 Trading Conditions

3700.01   Introduction - This chapter is limited in application to futures
trading in rough rice. The procedures for trading, clearing, inspection,
delivery, settlement and any other matters not specifically covered herein shall
be governed by the Rules and Regulations of the Exchange. (11/01/94)

3701.01   Contract Specifications - All futures contracts shall be for U.S. No.
2 or better long grain rough rice as the same is established by standards
promulgated by the United States Department of Agriculture (U.S.D.A.) at the
time of the first day of trading in a particular contract. No other grade is
deliverable.

To be deliverable, rough rice shall have a milling yield of not less than 65%,
including not less than 48% head rice. Each percent of head rice over or below
55% shall receive a 1.5% premium or discount, respectively, toward the
settlement price for long grain rough rice and each percent of broken rice over
or below 15% shall receive a .75% premium or discount, respectively. All rough
rice shall be of a Southern origin or such other origin as the Exchange may
approve. (11/01/94)

3701.02   Trading Months and Hours - Futures contracts shall be traded initially
for delivery during the months of September, November, January, March, May and
July of each year. The number of months to be open at one time shall be at the
discretion of the Exchange. Trading shall be conducted from 9:15 a.m. to 1:30
p.m. Chicago Time, except in the expiring contract on the last day of trading
when trading shall cease at 12:00 Noon. (11/01/98)

3701.03   Trading Unit - The unit of trading shall be 2,000 hundredweight
(200,000 pounds). (11/01/94)

3701.04   Price Increments - All bids and offers shall be in multiples of $.005
per hundredweight. (11/01/94)

3701.05   Daily Price Limits - (See 1008.01) (11/01/94)

3701.06   Termination of Trading - No trades shall be made during the last seven
business days of the trading month. Any trades remaining open during this period
shall be settled by delivery or a bona fide exchange of futures for the cash
commodity. (11/01/94)

3701.07   Contract Modifications - Contract specifications shall be fixed as of
the first day of trading of the contract and must conform to government grading
standards in force at that time. If any federal governmental agency issues an
order, ruling, directive or law that conflicts with requirements of these
regulations, such order, ruling, directive or law shall be construed to become
part of these regulations, and all new contracts shall be subject to such
governmental orders. (11/01/94)

3701.08   Position Limits and Trading Limits - (See Regulation 425.01)
(11/01/94)

3702.01   Delivery by Warehouse Receipts - Deliveries of rough rice shall be
made only by delivery of rough rice warehouse receipts issued by warehouses
located in the Arkansas counties of Craighead, Jackson, Poinsett, Woodruff,
Cross, St. Francis, Lonoke, Prairie, Monroe, Jefferson, Arkansas and DeSha and
designated by the Exchange as regular. Rough rice warehouse receipts issued by
otherwise regular warehouses licensed under the U.S. Warehouse Act shall be
eligible for delivery in satisfaction of Exchange contracts regardless of
whether such warehouses are or are not also licensed by any state. In order to
effect a valid delivery, each receipt shall (a) be endorsed by holder making
delivery; (b) be marked "INSURED"; (c) indicate payment for storage charges up
to and including the 18th day of the preceding month; (d) be negotiable; (e) be
registered with the registrar of the Exchange; (f) specify the warehouse; and
(g) specify the grade, milling yield and quantity of the rough rice stored.
Unpaid accumulated storage charges shall be allowed and credited to the buyer by
the seller up to and including the date of delivery. No warehouse receipt shall
be valid for delivery if the receipt has expired prior to the delivery or has an
expiration date in the month in which delivered.



                            Ch37 Trading Conditions
                            -----------------------

Endorsement by the holder shall constitute a warranty of the genuineness of the
warehouse receipt and of good title thereto, but shall not constitute a
guarantee of performance by the issuer. (11/01/94)

3702.02   Registration of Warehouse Receipts - Registration of rough rice
warehouse receipts shall be subject to the following requirements:

     A.   Warehouses which are regular for delivery may have their warehouse
          receipts registered at any time. Warehouse receipts must not be more
          than one year old, and must not have an expiration date in the month
          in which they are delivered. The holder of a registered warehouse
          receipt may cancel its registration at any time. A warehouse receipt
          which has been canceled may not be registered again.

     B.   The clearing house shall issue a weekly report showing the total
          number of warehouse receipts under registration as of 4:00 p.m. on the
          last trading day of each week. In addition to the information posted
          on the Exchange floor, this weekly report shall show the names of
          warehouses whose receipts are registered. (11/01/94)

3702.03   Delivery Dates - For the trading months of January, March, May, July,
September and November, delivery may be made by the seller upon any business day
of the delivery month the seller may select. Delivery must be made no later than
the last business day of the delivery month. (11/01/94)

3702.04   Storage - Rough rice shall be stored in a bin or bins in a warehouse
declared regular by the Exchange, and may contain rough rice from one or more
different lots of the same quality and milling yield. Rough rice may be added to
or withdrawn from such lots, provided any rice added shall be of the same
quality and milling yield and shall conform to the specifications of this
chapter and any withdrawal shall not reduce the amount of rice stored in such
lots to an amount less than the total amount required to satisfy all outstanding
warehouse receipts issued thereagainst. (11/01/94)

3702.05   Par Delivery Unit - Par delivery is 2,000 hundredweight (200,000
pounds) of U.S. No. 2 or better long-grain rough rice. A weight variation of 1%
shall be permitted, such variation to be priced at the previous day's settlement
price if the expiring future is still trading and at the expiration price of the
nearest previous future if no expiring future is trading. (11/01/94)

3702.06   Par Delivery Point - The par delivery points for rough rice shall be
mill site warehouses within the boundaries of the Arkansas counties of
Craighead, Jackson, Poinsett, Woodruff, Cross, St. Francis, Lonoke, Prairie,
Monroe, Jefferson, Arkansas and DeSha. Designation as a mill site warehouse
shall be determined by the Exchange. Rough rice may be delivered in satisfaction
of the rough rice futures contract at rice mill warehouses regular for delivery
at the contract price. Rough rice may be delivered at regular warehouses within
the twelve-county area which are not at mill sites in accordance with a schedule
of discounts established and published by the Exchange pursuant to 3702.07. No
warehouse regular for delivery of rough rice shall be located outside the twelve
Arkansas counties listed above. (11/01/94)

3702.07   Delivery Differentials - Delivery of rough rice in satisfaction of the
rough rice futures contract at regular warehouses other than regular mill site
warehouses shall be subject to a delivery differential of -15 cents per
hundredweight (cwt.) subject to the following:

     1.   At the time of filing an initial or renewal application for
          regularity, a warehouse shall be required to declare whether or not it
          is a mill site warehouse as defined in Appendix A.

     2.   If a regular mill site warehouse (non-mill site warehouse) renews
          regularity as a non-mill site warehouse (mill site warehouse) for a
          two-year term beginning July 1, the change in the delivery
          differential will become effective for the new crop delivery month of
          September within that two-year term.

     3.   Whenever the Exchange receives a bona fide renewal application for
          regularity which will cause the warehouse's delivery differential to
          change for the next crop year, a notice of the receipt of the
          application will be posted on the floor of the Exchange after the
          close of the market that day.

     4.   A warehouse which has been declared regular for delivery as a non-mill
          site warehouse (mill site warehouse) for a current regularity term
          ending June 30 may not be declared regular for

                                     3703


                            Ch37 Trading Conditions
                            -----------------------

          delivery as a mill site warehouse (non-mill site warehouse) during the
          balance of that term.

     Pursuant to the provisions of this regulation, 3702.06 and Appendix A of
     these rules and regulation, the Exchange shall publish a list of all
     regular warehouses and the applicable discount.

3702.08   Delivery and Loading Out - Delivery shall be made on the basis of the
actual weight of rough rice loaded into rail cars or trucks. A load-out charge
not to exceed the tariff as filed with the Exchange in accordance with 3704.01.H
shall be paid by the buyer to cover loading and weighing. The maximum load-out
charge for the loading-out of rough rice against a rough rice registered
warehouse receipt is 22.222 cents per cwt. which will be subject to an
evaluation by the Exchange at the time of renewal of regularity of rice
warehouses. An increase or decrease in the maximum load-out charge for rough
rice may become effective 30 days after a notice has been posted on the Exchange
floor. The notice will state the amount of the maximum load-out charge, the
applicable warehouse receipts and the date that the charge will become
effective.

Load-outs shall begin not later than the third business day following the day on
which loading instructions are given to the warehouseman; provided, however,
that the withdrawing party has within that period furnished rail cars or trucks
to receive the rice. The warehouseman shall be required to load-out rice at the
normal rate of load-out for the facility, but not less than 20 trucks or its
equivalent weight loaded-out in rail cars per business day and shall be able to
load out the warehouse's entire regular capacity in 45 calendar days or less. A
party taking delivery shall receive the quantity ordered loaded out as soon as
reasonably possible but no more than 45 calendar days after load-out begins.
Rough rice regular warehouses shall not be required to meet these minimum
load-out rates when transportation equipment is not clean and load ready,
inspection services are not available, a condition of force majeure exists, or
inclement weather prevents loading.

In addition, rough rice regular warehouses shall not be required to meet the
minimum load-out rate for rail cars when rail cars have been constructively
placed for load-in prior to constructive placement of rail cars for load-out.
However, when rail cars for load-out are constructively placed after rail cars
for load in, the warehouse will load-in grain from the rail cars at the normal
rate of load-in for the facility. This rate shall not be less than the
equivalent weight of 20 trucks loaded-in from rail cars. Rough rice regular
warehouses shall not be required to meet these minimum load-in rates when a
condition of force majeure exists, inspection services are not available or
inclement weather prevents unloading.

The warehouse operator is not obligated to commence load-out of rough rice to a
given party sooner than three business days after he receives canceled warehouse
receipts and written loading instructions from such party, even if such party
may have a conveyance positioned to accept load-out of rough rice before that
time. If the party taking delivery presents transportation equipment of a
different type (rail or truck) than that specified in the loading instructions,
he is required to provide the warehouse operator with new loading orders, and
the warehouse operator shall not be obligated to begin load-out of rough rice to
such party sooner than three business days after he receives the new loading
orders. Written loading orders received after 2:00 p.m. (Chicago time) on a
given business day shall be deemed to be received on the following business day.

The warehouseman upon receipt of the canceled receipts by his agent and loading
instructions from the owner by 2:00 p.m. on a given day, shall notify the owner
by telex or telefax by 4:00 p.m. on that given day the scheduled day for
load-out. The daily tariff load-out rate and the amount of tonnage which is
scheduled for load-out before owner's load-out shall also be provided in the
notification.

The owner upon acceptance of the scheduled load-out date, and if he so requests
on a given day prior to load-out, shall receive a telex or telefax from the
warehouseman specifying the amount of tonnage remaining before owner's equipment
is loaded.

The warehouseman upon cancellation of loading instructions on any business day
prior to the day of actual loading of rice, and if requested by the owner, shall
reissue and register warehouse receipts for the amount of rough rice which
remains unloaded. Storage fees shall begin on the date of re-issuance of the new
warehouse receipts.

Storage charges on rough rice to be shipped pursuant to loading instructions
shall cease no later than three calendar days following the day on which
canceled warehouse receipts are surrendered or

                                     3704


                            Ch37 Trading Conditions
                            -----------------------

loading instructions are given, whichever occurs later; provided, however, that
the owner makes transportation available for loading on the scheduled load-out
date or has not canceled loading instructions.

The warehouse operator shall be permitted a two percent deviation above or below
the yield of head rice shown on the warehouse receipt issued for delivery on the
contract. The warehouse operator shall also be permitted a two percent deviation
above or below the total milling yield shown on the warehouse receipt issued for
delivery on the contract.

The warehouse operator is responsible for maintaining the milling yield of rice
specified on said warehouse receipt, within the stated allowable deviations, for
the total quantity of rice represented by said warehouse receipt and not for
sub-lots (i.e. truckloads) of said warehouse receipt. The warehouse operator is
also responsible for maintaining the numerical grade of rice specified on said
warehouse receipt for the total quantity of rice represented by said warehouse
receipt for the total quantity of rice represented by said warehouse receipt,
however, the numerical grade for sub-lots (i.e., truckloads) shall be no more
than one numerical grade below the deliverable grade specified in 3701.01.
Averaging the grade or milling yield of multiple receipts is not permissible.

When the rough rice is ordered out-of-store, the warehouse operator will be
reimbursed by the buyer in cash if the total milling yield or the yield of head
rice of the rice loaded out is over the total milling yield or the yield of head
rice listed on the warehouse receipt (up to two percent).

Conversely, the warehouse operator will reimburse the buyer in cash if the total
milling yield or the yield of head rice of the rice loaded out is under the
total milling yield or the yield of head rice listed on the warehouse receipt
(up to two percent). Calculations shall be made daily for each receipt loaded
out that day and shall be based on the nearby month rough rice future's
settlement price on the day of load out. Such payments to or from the warehouse
operator for excess or deficit head and broken rice shall be at the premium and
discount schedule specified in 3701.01, Contract Specifications. Adjustments on
the milling yield of head rice shall be based on an official test.

Both the buyer and the warehouseman will provide for an analysis of the rough
rice for grade and milling yield. If there is a disagreement, then a duplicate
sample taken at origin shall be analyzed by the Federal Grain Inspection Service
(FGIS), or a mutually agreed-upon third party to resolve the disagreement.

Notwithstanding the above, the buyer retains the right, at his expense, to an
official sampling and anaylsis by FGIS, or a mutually agreed-upon third party,
at orgin, of rough rice loaded-out at any time. (03/01/97)

3702.09   Notice of Intention - A clearing member intending to deliver shall,
not later than 4:00 p.m. on position day, the second business day prior to the
intended delivery day, provide to the Clearing House, a notice of intention in
the form prescribed by the Exchange. On the last notice day of the delivery
month, however, delivery notices may be delivered to the Clearing House until
2:00 p.m. No intra-office delivery may be made. If a clearing member has both
long and short interest on its books, it must tender to the Clearing House such
notices as it receives from its customers who are short. Prior to the opening of
the market of the following business day, the Clearing House shall pass such
notice to the clearing member having the oldest long contract as of the close of
trading on the day of receipt by the Clearing House of the notice of intent
(position day).

Upon receipt of the names of the buyers obligated to accept delivery from him
and a description of each commodity tendered by him which was assigned by the
Clearing House to each such buyer, the seller shall prepare invoices addressed
to its assigned buyers describing the amount which buyers must pay to the seller
in settlement of the actual deliveries, based on the delivery prices established
by the Clearing House for that purpose adjusted for applicable premiums,
discounts, storage charges, quantity variations and other items for which
provision is made in these rules and regulations and other items for which
provision is made in these rules and regulations relating to contracts. Such
invoices shall be delivered to the Clearing House by 4:00 p.m. on notice day.
Upon receipt of such invoices, the Clearing House shall promptly made them
available to buyers to whom they are addressed. A buyer receiving such an
invoice from the Clearing House shall, not later than 1:00 p.m. of the following
day, present the invoice at the office of the seller by whom it was issued
together with a certified check for the amount due, and thereupon warehouse
receipts shall be delivered by the seller to the buyer.

                                     3705


                            Ch37 Trading Conditions
                            -----------------------

(11/01/94)

3703.01   Weighing - Weighing shall be done in accordance with the current
custom of the trade. The official shipped weight so obtained shall be final
provided, however, that railroad weights shall be acceptable and shall be final
if the negotiable warehouse receipt holder and the seller so agree in writing.
(11/01/94)

3703.02   Storage Charges - Storage charges on rough rice shall not exceed such
charges as have been filed with the Exchange in accordance with 3704.01H. (which
shall be designed to cover costs of storage, insurance and taxes). (11/01/94)

Storage charges on rough rice shall not exceed 34/100 of a cent per
hundredweight per day. (Amended -effective May 1, 1995.)

                                     3706


Ch37 Delivery Facilities and Procedures

3704.01   Conditions of Regularity for Warehouses - The following shall
constitute the requirements and conditions for regularity:

     A.   The warehouse shall at all times meet standards of construction,
          sanitation and dust control, insurability and physical maintenance
          applicable generally to commercial warehouses.

     B.   It shall be situated with respect to transportation facilities deemed
          adequate by the Exchange.

     C.   It shall be located in such states as the Exchange may designate from
          time to time as delivery locations for particular commodities.

     D.   It shall be in good financial standing and credit, and shall meet the
          minimum financial requirements and financial reporting requirements
          set forth in Appendix D. It shall file a bond with sufficient sureties
          in such sum and subject to such conditions as the Exchange may
          require. The Exchange may, at its option, waive bond requirements.

     E.   It shall maintain all licenses required by state or federal law.

     F.   It shall have standard equipment and appliances for the convenient and
          expeditious receiving, handling and shipping of commodities in bulk,
          in railroad cars, barges or in trucks, and shall be properly
          safeguarded and patrolled.

     G.   It shall cooperate with the Exchange's system of registration of
          negotiable warehouse receipts and furnish to the Registrar all needed
          information to enable him to keep a correct record and account of all
          commodities remaining in store and receipts issued as of the close of
          each week.

     H.   It shall file its tariffs listing in detail the maximum charges for
          the handling and storage of all commodities for which regularity is
          sought, and thereafter it shall file with the Exchange any proposed
          changes in such tariffs. The effective date of the change will be on
          the first day of the month that follows a two-month time period after
          the day a written notice of the change is received by the Exchange.

     I.   Its warehouse receipts rendered in satisfaction of futures contracts
          shall not, because of the warehouse's accessibility, tariffs,
          insurance rates or other characteristics, adversely affect the value
          of the commodity delivered or impair the efficiency of futures trading
          in the particular commodity.

     J.   It shall not engage in unethical conduct, or fail to be operated in
          accordance with accepted commercial practices or fail to comply with
          governmental statutes, rules and regulations governing warehouses and
          the commodities stored therein.

     K.   It shall make such reports, keep such records, and permit such
          warehouse visitations and examinations of documents as the Exchange,
          the Commodity Futures Trading Commission pursuant to Commission
          Regulation 1.44(a) - (c) and the United States Department of Justice
          may prescribe or undertake; it shall comply with all applicable rules,
          regulations and orders promulgated by the Commodity Futures Trading
          Commission and with all requirements established by the Exchange
          because of such rules or orders. (11/01/94)

3704.02   Application For Declaration of Regularity - Persons operating
warehouses for the storage of Rough Rice traded on the Exchange who desire to
have such warehouses made regular for delivery of Rough Rice under the rules and
regulations shall make application for an initial declaration of regularity on a
form prescribed by the Exchange prior to May 1, 1994, and every even year
thereafter, for a two-year term beginning the following July 1, and every even
year thereafter, and at any time during a current term for the balance of that
term. Regular warehouses who desire to change their regular capacity during a
current term shall make application for the desired amount of total regular
capacity on the same form. Initial regularity for the current term and changes
in regularity shall be effective either thirty days after a notice that a bona
fide application has been received, is posted on the floor of the exchange, or
the day after the application is approved by the Exchange, whichever is later.
Applications for a renewal of regularity shall be made prior to May 1, 1994, and
every even year

                                     3707


                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

thereafter, for the respective years beginning July 1, 1994 and every even year
thereafter, and shall be on the same form.

As part of its application for regularity, the warehouseman expressly agrees to
consent to the disciplinary jurisdiction of the Exchange for five (5) years
after regularity lapses for conduct pertaining to regularity which occurred
while the warehouse was regular.

3704.03   Duties of Warehousemen - It shall be the duty of operators of all
regular warehouses:

     A.   RESERVED

     B.   To notify the Exchange of any change in the condition of their
          warehouse which might materially affect their physical or financial
          ability to continue to meet the requirements for regularity under
          these rules and regulations. Any warehouse must immediately notify the
          Exchange of any material reduction of its capital, including the
          incurring of a contingent liability which would materially affect
          capital should such liability become fixed. Such notice must be in
          writing and signed by an officer of the warehouse.

          For purposes of this requirement, a reduction amounting to twenty
          percent (20%) or more from the total capital reported as of the last
          date for which a financial statement was filed under this requirement
          shall be deemed material. In determining total capital, there shall be
          taken into consideration equities and deficits in all proprietary
          accounts properly included in the determination of net worth.

     C.   To insure adequately and fully commodities covered by warehouse
          receipts tendered for delivery against loss by fire, tornado and the
          contingencies provided for in the standard form of "extended coverage"
          endorsements or policies. Commodities shall be deemed so insured when
          the warehouse shall maintain such insurance for the benefit of all
          depositories of grain under tariffs, rules or regulations authorized
          and promulgated under the authority of the United States Warehouse
          Act. In any warehouse declared regular by the Exchange, the charge for
          insurance on commodities delivered on futures contracts shall be
          limited to a maximum of $1.00 per $100.00 evaluation annually. Any
          charges for insurance in excess of this amount shall be paid by the
          warehouseman.

     D.   To remove no commodity covered by negotiable warehouse receipts
          registered with the Exchange from the designated warehouse or, if
          appropriate, from the designated bond save at the request of the
          negotiable warehouse receipt holder upon surrender of the receipt.

     E.   To register with the Exchange all negotiable warehouse receipts
          relating to commodities for which the warehouse is declared regular
          and to cancel such registrations before releasing property.

     F.   To have a representative in Chicago, Illinois authorized and known to
          the Exchange to act in matters pertaining to negotiable warehouse
          receipts including shipping instructions.

     G.   To load vehicles furnished by holders of negotiable warehouse receipts
          of the Exchange within the time specified by these rules and
          regulations.

     H.   To furnish the Exchange with copies of policies or certificates of
          insurance under which deliverable commodities in the warehouse are
          insured.

     I.   To deliver commodities ordered out of the warehouse in buyer's
          vehicles within such times as specified by these rules and regulations
          showing no preference in out-loading, unless conditions such as acts
          of God, fire, flood, windstorm, explosion or other force majeure
          interfere therewith; provided, the warehouse shall make no charge for
          storage after three days following receipt of the load-out order
          notwithstanding delivery is prevented because of such act of God, etc.

          If no time period for out-loading is set forth in the rules or
          regulations of a given contract, load-out under such contract shall
          occur not later than three business days after vehicles are ready for
          loading, except as provided herein.

     J.   To inspect the transportation facilities furnished by the negotiable
          warehouse receipt holder. If, in the warehouseman's judgement,
          cleaning is necessary, he shall immediately notify the

                                     3708


                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

          receipt holder and thereafter abide by the holder's instructions.

     K.   To load each vehicle to its capacity providing sufficient negotiable
          warehouse receipts are tendered.

     L.   To bear the costs of all expenses contingent upon transfer of title of
          the warehoused commodity to another regulated warehouse satisfactory
          to the owners of such commodity in the event of expiration or
          revocation of regularity or in the event of abandonment or sale of the
          properties where regularity is not reissued. (11/01/94)

3704.04   Safeguarding Condition Of Stored Commodities -

     A.   Whenever in the opinion of the operator of the warehouse any commodity
          stored in a public warehouse under his jurisdiction should be loaded
          out in order to protect the best interests of the parties concerned,
          such operator shall notify the Exchange giving the location and grades
          of such commodity. The Exchange shall immediately notify an
          appropriate inspection service which shall at once proceed to the
          warehouse in which the commodity is stored and examine it in
          conjunction with the operator of such warehouse. If the inspection
          service agrees with the operator that the commodity should be moved,
          it shall so notify the Registrar. If the inspection service does not
          agree with the operator that the commodity should be moved, the
          operator of the warehouse shall have the right to appeal to the
          Business Conduct Committee of the Exchange. If on such appeal the
          Business Conduct Committee shall agree with the operator that the
          commodity should be moved, the committee shall so notify the
          Registrar, and the warehouse receipts covering the above specified lot
          or lots shall no longer be regular for delivery on futures contracts.
          Upon receiving such notice, either from the inspection service or from
          the Business Conduct Committee, the Registrar shall notify the holder,
          or holders, or their agents, together with the Chairman of the
          Business Conduct Committee, of the total quantity of the grade of
          commodity in question (selecting the oldest registered warehouse
          receipt first, then such additional registered warehouse receipts in
          the order of their issuance as may be necessary to equal such total
          quantity of the commodity).

          When this information reaches the Chairman of the Business Conduct
          Committee, he shall appoint a Committee consisting of five
          disinterested handlers of the cash commodity. This Committee shall
          meet at once and after taking into consideration various factors that
          establish the value of the grade of the receipts held by such owner or
          owners, shall determine the fair value of the commodity, which price
          shall be that to be paid by the operator. If the price offered is not
          satisfactory, a Committee appointed by the Chairman of the Business
          Conduct Committee (at the request of such owner), shall procure other
          offers for such commodity, and such offers shall be immediately
          reported to the owner or his agent. If the owner refuses to accept any
          such offers, he shall have the two following business days to order
          and furnish facilities for loading the commodity out of store, and
          during this period the warehouse shall be obliged to deliver the
          commodity called for by the warehouse receipts, but not more than
          three (3) days may elapse after notification by the Registrar to the
          holder of the receipt before satisfactory disposition shall have been
          made of the commodity, either by sale to the operator or by the
          ordering out and furnishing facilities to load the same, provided the
          amount of such commodity does not exceed 20,000 hundredweight of rough
          rice in any one warehouse. If the amount of commodity in question
          exceeds such amount, the owner, or owners, of the warehouse receipts
          shall be allowed forty-eight hours of grace over and above the
          aforementioned three days for each additional 20,000 hundredweight.

     B.   In the event that the holder of the warehouse receipt, or his agent,
          fails to move the commodity or make other satisfactory disposition of
          same within the prescribed time, it shall be held for his account, and
          any loss in grade sustained shall likewise be for his account.

     C.   Nothing in the foregoing provisions shall be construed as prohibiting
          the warehouseman from fulfilling contracts from other stocks under his
          control. (11/01/94)

3704.05   Damage To Commodity In Store - Notice - The operator of a warehouse
shall promptly advise the Exchange of any damage to a commodity held in store by
it whenever such damage shall

                                     3709



                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

occur to an extent that will render it unwilling to purchase and withdraw from
store, at its cost, all such damaged commodity. (11/01/94)

3704.06   Revocation of Regularity - Any declaration of regularity may be
withdrawn by the Exchange at any time if the warehouse does not comply with the
conditions above set forth or fails to carry out prescribed duties; providing,
however, the Exchange has theretofore given notice to the warehouseman of the
deficiencies and a reasonable time, under the circumstances, to cure them.

If the designation is revoked, the Exchange shall post such revocation on the
bulletin board together with the period of time, if any, during which the
negotiable warehouse receipts issued by the warehouse will be deliverable in
satisfaction of futures contracts.

Once such period of time, if any, has expired, and the negotiable warehouse
receipts issued by the warehouse are no longer deliverable in satisfaction of
futures contracts, the warehouse shall bear the cost of the transfer of the
warehoused commodity to another regulated warehouse, in accordance with 3704.03,
paragraph L. (11/01/94)

3704.07   Federal Warehouses - In compliance with the provisions of Section
5a(7) of the Commodity Exchange Act, providing that the commodity may be
delivered from a warehouse subject to the United States Warehouse Act, 7 U.S.C.
Sections 241-273, a receipt issued under that Act shall be accepted for delivery
on any futures contract provided the commodity represented by the receipt meets
contract specifications and the warehouse issuing the receipt meets the
requirements imposed by this chapter on all other warehouses. (11/01/94)

3704.08   Finality of USDA Or Other Required Inspection Certificate - The
Exchange assumes no responsibility and disclaims all liability on account of the
grade, quantity or specifications of any commodity delivered on the basis of a
USDA or other required inspection certificate. Such certificate shall constitute
conclusive evidence of the grade, quantity or other specifications of the
commodity described therein. (11/01/94)

3705.01   Delivery Through Clearing House - All deliveries on maturing contracts
shall be made through the Clearing House. The Clearing House shall prescribe
such forms and requirements for initiating and completing delivery as are
consistent with this chapter and the various contract specification chapters.
(11/01/94)

3705.02   Payment Upon Delivery - The receiver of a Notice of Intention from the
Clearing House shall present the delivery invoice at the office of the deliverer
not later than 1:00 p.m. on the next business day, i.e., delivery day, together
with a certified or cashier's check drawn on a Chicago bank, and shall receive
therefore, properly endorsed, warehouse receipts or shipping certificates in
accordance with the Notice and any other contract documents required under these
rules and regulations.

If said delivery day is a banking holiday, delivery and payment must be made
before 9:30 a.m. the next banking business day and the seller shall be
responsible for storage charges up to and including that banking holiday.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
accordance with its Regulations. (11/01/94)

3705.03   Necessity Of Possession Of Documents - The deliverer shall at such
time as the Notice of Intent is delivered to the Clearing House have possession
of all documents (except a warehouse receipt in the case of a redelivery)
necessary to make good delivery. (11/01/94)

3705.04   Suspended Member Out Of Line For Delivery - When a member of the
Clearing House who has open purchases is suspended from the clearing House for
default or insolvency, he shall be deemed out of line for delivery and tender
shall be made to the buyer obligated upon the next oldest contract. Also, if
tender be made to a buyer who is thereafter suspended for default or insolvency
before delivery is accepted, the Notice shall be withdrawn and another
immediately served upon the buyer obligated upon the next oldest contract.
(11/01/94)

3705.05   Failure to Deliver - A clearing member who has not tendered a Notice
on or before 8:00 p.m. on the last day in a delivery month on which such notice
is permitted shall be in default. Failure to make delivery shall constitute
improper conduct. In addition to the penalties provided under Exchange

                                     3710


                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

rules and regulations, the Exchange shall determine and assess the damages
incurred by the buyer, taking into account the settlement price and such other
factors as it may deem just. (11/01/94)

3705.06   Failure To Accept Delivery -

     A.   If a clearing member fails to accept delivery, the commodity shall be
          sold for the account of the buyer by the Exchange. If the proceeds are
          insufficient to pay the seller the full delivery price, the clearing
          member failing to accept delivery shall be liable for the difference.

     B.   If a clearing member is unable or refuses to make full payment to the
          seller, the Clearing House shall bear the seller's loss in the first
          instance.

     C.   Failure to accept delivery or make full payment shall also constitute
          improper conduct. (11/01/94)

3705.07   Transfer Of Cash For Futures After Termination Of Contract - Subject
to the Exchange approval, a transfer of cash merchandise for futures may be
permitted during the contract month after termination of the contract.

Such transfer of cash for futures shall be cleared through the Clearing House in
accordance with normal procedures and shall be made at the prices as are
mutually agreed upon by the two parties to the transaction. Such transfers shall
be clearly designated by proper symbol as transfer transactions and shall be
recorded by the Exchange and the clearing member to the transactions, and proper
notice given to the membership. Each party to such transaction must satisfy the
Exchange that the transaction is bona fide and must file with the Clearing House
all memoranda necessary to establish the nature of the transaction, the kind and
quantity of the cash commodity, the kind, quantity and price of the commodity
future, the names of all clearing members to the transaction and such other
information as the Clearing House or Exchange may require.

Such transfer of cash for futures shall bear the normal commission charges
pursuant to deliveries. (11/01/94)

3705.08   Risk Of Loss And Charges -

     A.   Title and the risk of loss or damage pass to the buyer at the time of
          delivery of the warehouse receipts.

     B.   The deliverer shall be responsible for all warehouse charges until the
          time when title passes and thereafter the receiver shall be
          responsible.

     C.   The receiver shall be responsible for all inspection and weighing
          charges at load-out. (11/01/94)

                                     3711


================================================================================
Chapter 38
CBOT Rough Rice Options
================================================================================

     Ch38 Trading Conditions...........................................  3802
          3800.01   Scope Of Chapter...................................  3802
          3801.01   Unit Of Trading....................................  3802
          3802.01   Options Call.......................................  3802
          3803.01   Striking Prices....................................  3802
          3804.01   Option Exercise....................................  3803
          3805.01   Daily Price Limits.................................  3803
          3806.01   Automatic Exercise.................................  3803

                                     3801


================================================================================
Chapter 38
CBOT Rough Rice Options
================================================================================

Ch38 Trading Conditions

3800.01   Scope Of Chapter - This chapter is limited in application to the
trading of put and call options exercisable for Chicago Board of Trade Rough
Rice futures contracts. Procedures for trading, clearing and any other matters
not specifically covered herein shall be governed by the rules of the
Association. (11/01/94)

3801.01   Unit Of Trading - The unit of trading shall be a put or call option
exercisable for (1) 2,000 hundredweight Chicago Board of Trade rough rice
futures contract. (11/01/94)

3802.01   Options Call -

     A.        Hours Of Trading - The hours of options trading shall be
               concurrent with the hours of the underlying futures contract.

     B.        Contract Months - Trading may be conducted in the nearby rough
               rice options contract month plus any succeeding months, provided
               however that the Exchange may determine not to list a contract
               month. For options that are traded in months in which rough rice
               futures are not traded, the underlying futures contract is the
               next futures contract that is nearest to the expiration of the
               option. For example, the underlying futures contract for the
               February option contract is the March futures contract.

     *C.       Termination Of Trading - No trades in rough rice futures options
               expiring in the current month shall be made after the close of
               trading of the Regular Daytime open outcry trading session for
               the corresponding Rough Rice futures contract on the last Friday
               which precedes, by at least two [five] business days, the last
                                           ---
               business day of the month preceding the option month. If such
               Friday is not a business day, then trading shall terminate on the
               preceding business day prior to such Friday.

               On the last day of trading in an expiring option class, the
               expiring options shall be closed with a public call made striking
               price by striking price, conducted by such persons as the
               Exchange shall direct.

     * Additions underlined, deletions bracketed for contracts from May 2001
forward.

     D.        Option Expiration - The contractual rights and obligations
               arising from the unexercised option contract expire at 10:00 a.m.
               on the first Saturday following the last trading day.

     E.        Option Premium Basis - The minimum price fluctuation of the
               option premium shall be $0.0025 per hundredweight or $5.00 per
               contract.

               However, when both sides of the trade are closing transactions,
               the option premium may range from $1.00 to $4.00 in $1.00
               increments per option contract.

     F.        Position Limits And Reportable Positions - (See Regulation
               425.01) (10/01/00)

3803.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of twenty (20) cents
per hundredweight per rough rice futures contract (i.e., 7.80, 8.00, 8.20, etc.)
and in integral multiples of forty (40) cents per hundredweight per rough rice
futures contract (i.e. 8.00, 8.40, 8.80, etc.) as follows:

     A.   1.   In integral multiples of twenty cents, at the commencement of
               trading for an option contract, the following strikes shall be
               listed: one with a strike closest to the previous day's
               settlement price of the underlying rough rice futures contract,
               the next five consecutive higher and the next five consecutive
               lower strikes (the "initial band"). If the previous day's
               settlement price is midway between two strikes, the closest price
               shall be the larger of the two.

          2.   In integral multiples of forty cents, at the commencement of
               trading for an option

                                     3802


                            Ch38 Trading Conditions
                            -----------------------

               contract, the following strikes shall be listed: the next four
               consecutive strikes above the initial band.

          3.   In integral multiples of twenty cents, over time, strikes shall
               be added as necessary to insure that all strikes within $1.10 of
               the previous day's trading range of the underlying futures
               contract are listed (the "minimum band").

          4.   In integral multiples of forty cents, over time, strikes shall be
               added as necessary to insure that the next four consecutive
               strikes above the minimum band are listed.

          5.   No new strikes may be added by these procedures in the month in
               which an option expires.

     B.   1.   In integral multiples of forty cents, all strikes in which the
               previous day's delta factors (as determined by the Exchange) for
               both the put and call options are 0.10 or greater for two
               consecutive business days will be listed for trading. However, no
               new strikes may be added by this procedure to an option month
               unless open positions exist in that contract month.

          2.   In integral multiples of twenty cents, during the month in which
               an option expires, all strikes in which the previous day's delta
               factors (as determined by the Exchange) for both the put and call
               options are 0.10 or greater for two consecutive business days
               will be listed for trading.

     C.   All strikes will be listed prior to the opening of trading on the
          following business day. The Exchange may modify the procedures for the
          introduction of strikes as it deems appropriate in order to respond to
          market conditions. (11/01/94)

3804.01   Option Exercise - An option holder intending to exercise shall present
to the clearing house, no later than 6:00 p.m., or by such other time designated
by the Board of Directors, on any business day through and including the last
trading day, on a form prescribed thereby, a notice of exercise.

The clearing house shall assign such a notice promptly and at random to a
clearing member carrying a short position in the option series. Said clearing
member in turn shall assign such notice to accounts with an open short option
position in a fair and non-preferred manner in accordance with written
procedures. By the opening of the next trading session, in the case of a call
option, the writer shall sell to the holder by book entry the underlying futures
contract at the contracted striking price. In the case of a put option, the
writer shall buy from the holder by book entry the underlying futures contract
at the contracted striking price. Thenceforth, the writer and the holder assume
the rights and obligations associated with their respective positions in the
underlying futures contract.

Notwithstanding the foregoing, an option holder may exercise an option prior to
10:00 a.m. on the expiration date:

     A.   to correct errors or mistakes made in good faith;

     B.   to take appropriate action as the result of unreconciled Exchange
          option transactions;

     C.   in exceptional cases involving a customer's inability to communicate
          exercise instructions to the member firm or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

3805.01   Daily Price Limits - Trading in a rough rice futures option shall be
confined to a premium no greater than the trading limit for the rough rice
futures contract above and below the option's previous day settlement premium
for all trading days except the last. (11/01/94)

3806.01   Automatic Exercise - Notwithstanding the provisions of Regulation
3804.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the clearing house.

Notice to cancel automatic exercise shall be given to the clearing house by 6:00
p.m., or by such other time designated by the Board of Directors, on the last
day of trading, except that such notice may be given to the clearing house prior
to 10:00 a.m. on the expiration date:

                                     3803


                            Ch38 Trading Conditions
                            -----------------------

          A.   to correct errors or mistakes made in good faith;

          B.   to take appropriate action as the result of unreconciled Exchange
               option transactions;

          C.   in exceptional cases involving a customer's inability to
               communicate exercise instructions to the member firm or the
               member firm's inability to receive such instructions prior to
               6:00 p.m. on the last day of trading. (12/01/99)

                                     3804




===============================================================================================================
Chapter 39
CBOT(R) Dow Jones Utility Average(SM) Index Futures
===============================================================================================================
                                                                                                         
         Ch 39 Trading Conditions........................................................................   3902
                3901.00      Authority...................................................................   3902
                3902.01      Application of Regulation...................................................   3902
                3903.01      Emergencies, Acts of God, Acts of Government................................   3902
                3904.01      Unit of Trading.............................................................   3902
                3905.01      Months Traded In............................................................   3902
                3906.01      Price Basis.................................................................   3902
                3907.01      Hours of Trading............................................................   3903
                3908.01      Price Limits and Trading Halts..............................................   3903
                3909.01      Last Day of Trading.........................................................   3903
                3909.02      Liquidation During the Delivery Month.......................................   3903
                3910.01      Margin Requirements.........................................................   3903
                3912.01      Position Limits and Reportable Positions....................................   3903

         Ch 39 Delivery Procedures.......................................................................   3904
                3936.01      Standards...................................................................   3904
                3942.01      Delivery on Futures Contracts...............................................   3904
                3942.02      Final Settlement Price......................................................   3904
                3942.03      The Final Settlement Day....................................................   3904
                3947.01      Payment.....................................................................   3904
                3948.01      Disclaimer..................................................................   3904


                                     3901


================================================================================
Chapter 39
CBOT(R) Dow Jones Utility Average(SM) Index/1/ Futures
================================================================================
Trading Conditions

3901.00           Authority-- -- (See 1701.00) (08/01/00)

3902.01           Application of Regulations -- Futures transactions in CBOT Dow
                  Jones Utility Average ("DJUA ") Index contracts shall be
                  subject to the general rules of the Association as far as
                  applicable and shall also be subject to the regulations
                  contained in this chapter, which are exclusively applicable to
                  trading in CBOT Dow Jones Utility Average Index contracts.
                  (08/01/00)

3903.01           Emergencies, Acts of God, Acts of Government -- If the
                  delivery or acceptance or any precondition or requirement of
                  either, is prevented by strike, fire, accident, act of
                  government, act of God or other emergency, the seller or buyer
                  shall immediately notify the Chairman. If the Chairman
                  determines that emergency action may be necessary, he shall
                  call a special meeting of the Board and arrange for the
                  presentation of evidence respecting the emergency condition.
                  If the Board determines that an emergency exists, it shall
                  take such action under Rule 180.00 as it deems necessary under
                  the circumstances and its decision shall be binding upon all
                  parties to the contract. (08/01/00)

3904.01           Unit of Trading -- The unit of trading shall be $200 times the
                  Dow Jones Utility Average . The Dow Jones Utility Average is a
                  price-weighted composite index of 15 utility stocks.
                  (04/01/01)

3905.01           Months Traded In -- The months listed for trading are March,
                  June, September and December, at the discretion of the
                  Exchange. (08/01/00)

3906.01           Price Basis -- The price of the CBOT Dow Jones Utility Average
                  Index futures shall be quoted in one twentieths of a point.
                  One point equals $200.00. The minimum price

_____________________
/1/ /1/ "Dow Jones", "Dow Jones Utility Average" and "DJUA" are service marks of
    Dow Jones & Company, Inc. and have been licensed for use for certain
    purposes by the Board of Trade of the City of Chicago (CBOT(R)). The CBOT's
    futures and futures options contracts based on the Dow Jones Utility Average
    are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones
    makes no representation regarding the advisability of trading in such
    product(s).

                                     3902


                           Ch 39 Trading Conditions

                  fluctuation shall be one twentieth of a point per contract
                  or $10.00. Contracts shall not be made on any other price
                  basis. (04/01/01)

3907.01           Hours of Trading -- The hours of trading for future delivery
                  in CBOT Dow Jones Utility Average Index futures shall be
                  determined by the Board.

                  The market shall be opened and closed for all months
                  simultaneously, or in such other manner as the Regulatory
                  Compliance Committee shall direct. (08/01/00)

3908.01           Price Limits and Trading Halts -- (See Regulation 1008.01)
                  (08/01/00)

3909.01           Last Day of Trading -- The last day of trading in CBOT Dow
                  Jones Utility Average Index futures contracts deliverable in
                  the current delivery month shall be the trading day
                  immediately preceding the final settlement day (as described
                  in Regulation 3942.03). (08/01/00)

3909.02           Liquidation During the Delivery Month -- After trading in
                  contracts for future delivery in the current delivery month
                  has ceased, in accordance with Regulation 3909.01 of this
                  chapter, outstanding contracts for such delivery shall be
                  liquidated by cash settlement as prescribed in Regulation
                  3942.01. (08/01/00)

3910.01           Margin Requirements -- Margin requirements shall be as
                  determined by the Board by regulation. (08/01/00)

3912.01           Position Limits and Reportable Positions -- (See 425.01)
                  (08/01/00)

                                     3903


Delivery Procedures

3936.01           Standards -- The contract grade shall be the final settlement
                  price (as described in Regulation 3942.02) of the Dow Jones
                  Utility Average Index on final settlement day (as described in
                  Regulation 3942.03). (08/01/00)

3942.01           Delivery on Futures Contracts -- Delivery against the CBOT Dow
                  Jones Utility Average Index Futures contract must be made
                  through the Clearing Corporation. Delivery under these
                  regulations shall be on the final settlement day (as described
                  in regulation 3942.03) and shall be accomplished by cash
                  settlement as hereinafter provided. (08/01/00)

                  Clearing members holding open positions in a CBOT Dow Jones
                  Utility Average Index futures contract at the time of
                  termination of trading shall make payment to and receive
                  payment through the Clearing Corporation in accordance with
                  normal variation settlement procedures based on a settlement
                  price equal to the final settlement price (as described in
                  Regulation 3942.02). (08/01/00)

3942.02           Final Settlement Price -- The final settlement price shall be
                  determined on the final settlement day. The final settlement
                  price shall be $200 times a Special Open Quotation (SOQ) of
                  the Dow Jones Utility Average Index based on the opening
                  prices of the component stocks in the index, or on the last
                  sale price of a stock that does not open for trading on the
                  regularly scheduled day of final settlement (as described in
                  Regulation 3942.03). (04/01/01)

                  If the designated primary market for a component stock does
                  not open on the day scheduled for the determination of the
                  final settlement price, then the final settlement price shall
                  be based on the next opening prices for such component stock.
                  (08/01/00)

3942.03           The Final Settlement Day -- The final settlement day shall be
                  defined as the third Friday of the contract month, or if the
                  Dow Jones Utility Average is not scheduled to be published for
                  that day, the first preceding business day for which the Dow
                  Jones Utility Average is scheduled to be published. (04/01/01)

3947.01           Payment --  See Regulation 1049.04. (08/01/00)

3948.01           Disclaimer

                  CBOT Dow Jones Utility Average Index futures and futures
                  options contracts are not sponsored, endorsed, sold or
                  promoted by Dow Jones. Dow Jones makes no representation or
                  warranty, express or implied, to the owners of CBOT Dow Jones
                  Utility Average Index futures and futures options contracts or
                  any member of the public regarding the advisability of trading
                  in CBOT Dow Jones Utility Average Index futures and futures
                  options contracts. Dow Jones' only relationship to the
                  Exchange is the licensing of certain trademarks and trade
                  names of Dow Jones and of the Dow Jones Utility Average which
                  is determined, composed and calculated by Dow Jones without
                  regard to the Chicago Board of Trade or CBOT Dow Jones Utility
                  Average Index futures and futures options contracts, Dow Jones
                  has no obligation to take the needs of the Chicago Board of
                  Trade or the owners of CBOT Dow Jones Utility Average Index
                  futures and futures options contracts into consideration in
                  determining, composing or calculating the Dow Jones Utility
                  Average . Dow Jones is not responsible for and has not
                  participated in the determination of the timing of, prices at,
                  or quantities of CBOT Dow Jones Utility Average Index futures
                  and futures options contracts to be listed or in the
                  determination or calculation of the equation by which CBOT Dow
                  Jones Utility Average Index futures and futures options
                  contracts are to be converted into cash. Dow Jones has no

                                     3904


                              Delivery Procedures

                  obligation or liability in connection with the administration,
                  marketing or trading of the CBOT Dow Jones Utility Average
                  Index futures and futures options contracts.

                  DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE
                  COMPLETENESS OF THE DOW JONES UTILITY AVERAGE OR ANY DATA
                  INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY
                  ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES MAKES
                  NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
                  BY THE CHICAGO BOARD OF TRADE, OWNERS OF CBOT DOW JONES
                  UTILITY AVERAGE INDEX FUTURES AND FUTURES OPTIONS CONTRACTS,
                  OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES
                  UTILITY AVERAGE OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES
                  NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
                  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE OR USE WITH RESPECT TO THE DOW JONES UTILITY AVERAGE
                  OR ANY DATA INCLUDED THEREIN, WITHOUT LIMITING ANY OF THE
                  FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR
                  ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR
                  CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
                  NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO
                  THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS
                  BETWEEN DOW JONES AND THE CHICAGO BOARD OF TRADE. (08/01/00)

                                     3905


===============================================================================
Chapter 41
CBOT(R) Dow Jones Transportation Average(SM) Index Futures
===============================================================================

   Ch 41 Trading Conditions...............................................  4102
          4101.00  Authority..............................................  4102
          4102.01  Application of Regulation..............................  4102
          4103.01  Emergencies, Acts of God, Acts of Government...........  4102
          4104.01  Unit of Trading........................................  4102
          4105.01  Months Traded In.......................................  4102
          4106.01  Price Basis............................................  4102
          4107.01  Hours of Trading.......................................  4102
          4108.01  Price Limits and Trading Halts.........................  4102
          4109.01  Last Day of Trading....................................  4102
          4109.02  Liquidation During the Delivery Month..................  4103
          4110.01  Margin Requirements....................................  4103
          4112.01  Position Limits and Reportable Positions...............  4103

   Ch 41 Delivery Procedures..............................................  4104
          4136.01  Standards..............................................  4104
          4142.01  Delivery on Futures Contracts..........................  4104
          4142.02  Final Settlement Price.................................  4104
          4142.03  The Final Settlement Day...............................  4104
          4147.01  Payment................................................  4104
          4148.01  Disclaimer.............................................  4104


                                     4101


===============================================================================
Chapter 41
CBOT(R) Dow Jones Transportation Average(SM) Index/1/
Futures
===============================================================================
Ch 41 Trading Conditions

4101.00    Authority --  (See 1701.00.) (08/01/00)

4102.01    Application of Regulations -- Futures transactions in CBOT Dow Jones
           Transportation Average(SM) ("DJTA") Index contracts shall be subject
           to the general rules of the Association as far as applicable and
           shall also be subject to the regulations contained in this chapter,
           which are exclusively applicable to trading in CBOT Dow Jones
           Transportation Average(SM) Index contracts. (08/01/00)

4103.01    Emergencies, Acts of God, Acts of Government -- If the delivery or
           acceptance or any precondition or requirement of either is prevented
           by strike, fire, accident, act of government, act of God, or other
           emergency, the seller or buyer shall immediately notify the Chairman.
           If the Chairman determines that emergency action may be necessary, he
           shall call a special meeting of the Board and arrange for the
           presentation of evidence respecting the emergency condition. If the
           Board determines that an emergency exists, it shall take such action
           under Rule 180.00 as it deems necessary under the circumstances and
           its decision shall be binding upon all parties to the contract.
           (08/01/00)

4104.01    Unit of Trading-- The unit of trading shall be $20.00 times the Dow
           Jones Transportation Average(SM). The Dow Jones Transportation
           Average(SM) is a price-weighted composite index of twenty (20) U.S.
           stocks. (08/01/00)

4105.01    Months Traded In -- The months listed for trading are March, June,
           September, and December, at the discretion of the Exchange.
           (08/01/00)

4106.01    Price Basis -- The price of the CBOT Dow Jones Transportation
           Average(SM) Index futures shall be quoted in points. One point equals
           $20.00. The minimum price fluctuation shall be one-half (1/2) of one
           point, or $10.00 per contract. Contracts shall not be made on any
           other price basis. (08/01/00)

4107.01    Hours of Trading -- The hours of trading for future delivery in CBOT
           Dow Jones Transportation Average(SM) Index futures shall be
           determined by the Board.

           The market shall be opened and closed for all months simultaneously,
           or in such other manner as the Regulatory Compliance Committee shall
           direct. (08/01/00)

4108.01    Price Limits and Trading Halts (See Regulation 1008.01.) (08/01/00)

4109.01    Last Day of Trading -- The last day of trading in CBOT Dow Jones
           Transportation Average(SM) Index futures contracts deliverable in the
           current delivery month shall be the trading day immediately preceding
           the final settlement day (as described in Regulation
_________________________
/1/   "Dow Jones", "Dow Jones Transportation Average" and "DJTA" are service
   marks of Dow Jones & Company, Inc. and have been licensed for use for certain
   purposes by the Board of Trade of the City of Chicago (CBOT(R)). The CBOT's
   futures and futures options contracts based on the Dow Jones Transportation
   Average are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow
   Jones makes no representation regarding the advisability of trading in such
   product(s).


                                     4102


                           Ch 41 Trading Conditions

           4142.03).(08/01/00)


4109.02    Liquidation During the Delivery Month -- After trading in
           contracts for future delivery in the current delivery month
           has ceased, in accordance with Regulation 4109.01 of this
           chapter, outstanding contracts for such delivery shall be
           liquidated by cash settlement as prescribed in Regulation
           4142.01. (08/01/00)

4110.01    Margin Requirements -- Margin requirements shall be as determined by
           the Board by regulation. (08/01/00)

4112.01    Position Limits and Reportable Positions --  (See 425.01.) (08/01/00)



                                     4103


Delivery Procedures

4136.01    Standards -- The contract grade shall be the final settlement price
           (as described in Regulation 4142.02) of the Dow Jones Transportation
           Average(SM) Index on final settlement day (as described in Regulation
           4142.03). 08/01/00)

4142.01    Delivery on Futures Contracts -- Delivery against the CBOT Dow Jones
           Transportation Average(SM) Index Futures contract must be made
           through the Clearing Corporation. Delivery under these regulations
           shall be on the final settlement day (as described in regulation
           4142.03) and shall be accomplished by cash settlement as hereinafter
           provided.

           Clearing members holding open positions in a CBOT Dow Jones
           Transportation Average(SM) Index futures contract at the time of
           termination of trading shall make payment to and receive payment
           through the Clearing Corporation in accordance with normal variation
           settlement procedures based on a settlement price equal to the final
           settlement price (as described in Regulation 4142.02). (08/01/00)

4142.02    Final Settlement Price-- The final settlement price shall be
           determined on the final settlement day. The final settlement price
           shall be $20.00 times a Special Open Quotation (SOQ) of the Dow Jones
           Transportation Average(SM) Index based on the opening prices of the
           component stocks in the index, or on the last sale price of a stock
           that does not open for trading on the regularly scheduled day of
           final settlement (as described in Regulation 4142.03).

           If the designated primary market for a component stock in the index
           does not open on the day scheduled for the determination of the final
           settlement price, then the final settlement price shall be based on
           the next opening price for such component stock. (08/01/00)

4142.03    The Final Settlement Day -- The final settlement day shall be defined
           as the third Friday of the contract month, or if the Dow Jones
           Transportation Average(SM) is not scheduled to be published for that
           day, the first preceding business day for which the Dow Jones
           Transportation Average(SM) is scheduled to be published. (08/01/00)

4147.01    Payment -- (See Regulation 1049.04.) (08/01/00)

4148.01    Disclaimer

           CBOT Dow Jones Transportation Average(SM) Index futures and futures
           options contracts are not sponsored, endorsed, sold or promoted by
           Dow Jones. Dow Jones makes no representation or warranty, express or
           implied, to the owners of CBOT Dow Jones Transportation Average(SM)
           Index futures and futures options contracts or any member of the
           public regarding the advisability of trading in CBOT Dow Jones
           Transportation Average(SM) Index futures and futures options
           contracts. Dow Jones' only relationship to the Exchange is the
           licensing of certain service marks and trade names of Dow Jones and
           of the Dow Jones Transportation Average(SM) which is determined,
           composed and calculated by Dow Jones without regard to the Chicago
           Board of Trade or CBOT Dow Jones Transportation Average(SM) Index
           futures and futures options contracts, Dow Jones has no obligation to
           take the needs of the Chicago Board of Trade or the owners of CBOT
           Dow Jones Transportation Average(SM) Index futures and futures
           options contracts into consideration in determining, composing or
           calculating the Dow Jones Transportation Average(SM). Dow Jones is
           not responsible for and has not participated in the determination of
           the timing of, prices at, or quantities of CBOT Dow Jones
           Transportation

                                     4104


                           Ch 41 Delivery Procedures

           Average(SM) Index futures and futures options contracts to be listed
           or in the determination or calculation of the equation by which CBOT
           Dow Jones Transportation Average(SM) Index futures and futures
           options contracts are to be converted into cash. Dow Jones has no
           obligation or liability in connection with the administration,
           marketing or trading of the CBOT Dow Jones Transportation Average(SM)
           Index futures and futures options contracts.

           DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
           THE DOW JONES TRANSPORTATION AVERAGE(SM) OR ANY DATA INCLUDED THEREIN
           AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
           INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
           IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE CHICAGO BOARD OF TRADE,
           OWNERS OF CBOT DOW JONES TRANSPORTATION AVERAGE(SM) INDEX FUTURES AND
           FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE
           OF THE DOW JONES TRANSPORTATION AVERAGE(SM) OR ANY DATA INCLUDED
           THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
           EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR
           A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES
           TRANSPORTATION AVERAGE(SM) OR ANY DATA INCLUDED THEREIN, WITHOUT
           LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY
           LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR
           CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
           THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY
           BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND
           THE CHICAGO BOARD OF TRADE. (08/01/00)

                                     4105



=========================================================================================================
Chapter 43
CBOT(R) Dow Jones Industrial Average(SM) Index Futures
=========================================================================================================
                                                                                                  
     Ch 43 Trading Conditions.....................................................................   4302
            4301.00   Authority...................................................................   4302
            4302.01   Application of Regulation...................................................   4302
            4303.01   Emergencies, Acts of God, Acts of Government................................   4302
            4304.01   Unit of Trading.............................................................   4302
            4305.01   Months Traded In............................................................   4302
            4306.01   Price Basis.................................................................   4302
            4307.01   Hours of Trading............................................................   4302
            4308.01   Price Limits and Trading Halts..............................................   4302
            4309.01   Last Day of Trading.........................................................   4302
            4309.02   Liquidation During the Delivery Month.......................................   4303
            4310.01   Margin Requirements.........................................................   4303
            4312.01   Position Limits and Reportable Positions....................................   4303

     Ch 43 Delivery Procedures....................................................................   4304
            4336.01   Standards...................................................................   4304
            4342.01   Delivery on Futures Contracts...............................................   4304
            4342.02   Final Settlement Price......................................................   4304
            4342.03   The Final Settlement Day....................................................   4304
            4347.01   Payment.....................................................................   4304
            4348.01   Disclaimer..................................................................   4304



                                     4301


================================================================================
 Chapter 43
 CBOT(R) Dow Jones Industrial Average(SM) Index/1/ Futures

================================================================================
 Ch 43 Trading Conditions

 4301.00   Authority - (See 1701.00)  (11/01/97)

 4302.01   Application of Regulations - Futures transactions in CBOT Dow Jones
 Industrial Average(SM) ("DJIA") Index contracts shall be subject to the general
 rules of the Association as far as applicable and shall also be subject to the
 regulations contained in this chapter, which are exclusively applicable to
 trading in CBOT Dow Jones Industrial Average(SM) Index contracts. (09/01/00)

 4303.01   Emergencies, Acts of God, Acts of Government - If delivery or
 acceptance or any precondition or requirement of either, is prevented by
 strike, fire, accident, act of government, act of God or other emergency, the
 seller or buyer shall immediately notify the Chairman. If the Chairman
 determines that emergency action may be necessary, he shall call a special
 meeting of the Board and arrange for the presentation of evidence respecting
 the emergency condition. If the Board determines that an emergency exists, it
 shall take such action under Rule 180.00 as it deems necessary under the
 circumstances and its decision shall be binding upon all parties to the
 contract. (11/01/97)

 4304.01   Unit of Trading - The unit of trading shall be $10.00 times the Dow
 Jones Industrial Average(SM). The Dow Jones Industrial Average(SM) is a price-
 weighted composite index of 30 stocks. (11/01/97)

 4305.01   Months Traded In - The months listed for trading are March, June,
 September and December, at the discretion of the Exchange. (11/01/97)

 4306.01   Price Basis - The price of the CBOT Dow Jones Industrial Average(SM)
 Index futures shall be quoted in points. One point equals $10.00. The minimum
 price fluctuation shall be one point per contract. Contracts shall not be made
 on any other price basis. (11/01/97)

 4307.01   Hours of Trading - The hours of trading for future delivery in CBOT
 Dow Jones Industrial Average(SM) Index futures shall be determined by the
 Board.

 The market shall be opened and closed for all months simultaneously, or in such
 other manner as the Regulatory Compliance Committee shall direct. (11/01/97)

 4308.01   Price Limits and Trading Halts - (See Regulation 1008.01) (11/01/97)

 4309.01   Last Day of Trading - The last day of trading in CBOT Dow Jones
 Industrial Average
_____________________
1          "Dow Jones(SM)", "The Dow(SM)", Dow Jones Industrial Average(SM)" and
           "DJIA(SM)" are service marks of Dow Jones & Company, Inc. and have
           been licensed for use for certain purposes by the Board of Trade of
           the City of Chicago ("CBOT".). The CBOT's futures and futures option
           contracts based on the Dow Jones Industrial Average(SM) are not
           sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones,
           and Dow Jones makes no representation regarding the advisability of
           trading in such product(s).

                                     4302


                           Ch 43 Trading Conditions
                           ------------------------

Index futures contracts deliverable in the current delivery month shall be the
trading day immediately preceding the final settlement day (as described in
Regulation 4342.03). (11/01/97)

4309.02    Liquidation During the Delivery Month - After trading in contracts
for future delivery in the current delivery month has ceased, in accordance with
Regulation 4309.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 4342.01.
(11/01/97)

4310.01    Margin Requirements - (See Regulation 431.03) (11/01/97)

4312.01    Position Limits and Reportable Positions - (See Regulation 425.01)
(11/01/97)

                                     4303


Ch 43 Delivery Procedures

4336.01    Standards - The contract grade shall be the final settlement price
(as described in Regulation 4342.02) of the Dow Jones Industrial Average(SM)
Index on final settlement day (as described in Regulation 4342.03). (11/01/97)

4342.01    Delivery on Futures Contracts - Delivery against the CBOT Dow Jones
Industrial Average(SM) Index Futures contract must be made through the Clearing
Corporation. Delivery under these regulations shall be on the final settlement
day (as described in regulation 4342.03) and shall be accomplished by cash
settlement as hereinafter provided.

Clearing members holding open positions in a CBOT Dow Jones Industrial
Average(SM) Index futures contract at the time of termination of trading shall
make payment to and receive payment through the Clearing Corporation in
accordance with normal variation settlement procedures based on a settlement
price equal to the final settlement price (as described in Regulation 4342.02).
(11/01/97)

4342.02    Final Settlement Price - The final settlement price shall be
determined on the final settlement day. The final settlement price shall be $10
times a Special Open Quotation (SOQ) of the Dow Jones Industrial Average(SM)
Index based on the opening prices of the component stocks in the index, or on
the last sale price of a stock that does not open for trading on the regularly
scheduled day of final settlement (as described in Regulation 4342.03).

If the New York Stock Exchange ("NYSE") does not open on the day scheduled for
the determination of the final settlement price, then the NYSE-stock component
of the final settlement price shall be based on the next opening prices for NYSE
stocks. (11/01/97)

4342.03    The Final Settlement Day - The final settlement day shall be defined
as the third Friday of the contract month, or if the Dow Jones Industrial
Average(SM) is not published for that day, the first preceding business day for
which the Dow Jones Industrial Average(SM) is scheduled to be published.
(11/01/97)

4347.01    Payment - (See Regulation 1049.04.) (11/01/97)

4348.01    Disclaimer -

CBOT Dow Jones Industrial Average(SM) Index futures and futures options
contracts are not sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones
makes no representation or warranty, express or implied, to the owners of CBOT
Dow Jones Industrial Average(SM) Index futures and futures options contracts or
any member of the public regarding the advisability of trading in CBOT Dow Jones
Industrial Average(SM) Index futures and futures options contracts. Dow Jones'
only relationship to the Exchange is the licensing of certain trademarks and
trade names of Dow Jones and of the Dow Jones Industrial Average(SM) which is
determined, composed and calculated by Dow Jones without regard to the Chicago
Board of Trade or CBOT Dow Jones Industrial Average(SM) Index futures and
futures options contracts. Dow Jones has no obligation to take the needs of the
Chicago Board of Trade or the owners of CBOT Dow Jones Industrial Average(SM)
Index futures and futures options contracts into consideration in determining,
composing or calculating the Dow Jones Industrial Average(SM). Dow Jones is not
responsible for and has not participated in the determination of the timing of,
prices at, or quantities of CBOT Dow Jones Industrial Average(SM) Index futures
and futures options contracts to be listed or in the determination or
calculation of the equation by which CBOT Dow Jones Industrial Average(SM) Index
futures and futures options contracts are to be converted into cash. Dow Jones
has no obligation or liability in connection with the administration, marketing
or trading of the CBOT Dow Jones Industrial Average(SM) Index futures and
futures options contracts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF CBOT DOW JONES INDUSTRIAL AVERAGE(SM) INDEX
FUTURES AND FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW
JONES MAKES NO EXPRESS OR IMPLIED

                                     4304


                           Ch 43 Delivery procedures
                           -------------------------

WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL
AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND THE
CHICAGO BOARD OF TRADE. (11/01/97)

                                     4305




=======================================================================================================
Chapter 44
CBOT(R) Dow Jones Industrial Average(SM) Index Futures Options
=======================================================================================================
                                                                                                
    Ch 44 Trading Conditions.....................................................................  4402
           4401.00  Authority....................................................................  4402
           4401.01  Application of Regulations...................................................  4402
           4402.01  Nature of CBOT Dow Jones Industrial Average(SM) Index Futures Put Options....  4402
           4402.02  Nature of Dow Jones Industrial Average(SM) Index Futures Call Options........  4402
           4403.01  Trading Unit.................................................................  4402
           4404.01  Striking Prices..............................................................  4402
           4405.01  Payment of Option Premium....................................................  4403
           4406.01  Option Premium Basis.........................................................  4403
           4407.01  Exercise of Option...........................................................  4403
           4407.02  Automatic Exercise...........................................................  4403
           4408.01  Expiration of Option.........................................................  4403
           4409.01  Months Traded In.............................................................  4403
           4410.01  Trading Hours................................................................  4403
           4411.01  Position Limits and Reportable Positions.....................................  4404
           4412.01  Margin Requirements..........................................................  4404
           4413.01  Last Day of Trading..........................................................  4404
           4414.01  Option Premium Fluctuation Limits............................................  4404
           4414.02  Trading Halts on Project A.02................................................  4404
           4415.01  Disclaimer...................................................................  4404


                                     4401


================================================================================
Chapter 44
CBOT(R) Dow Jones Industrial Average(SM) Index/1/
Futures Options
================================================================================

Ch 44 Trading Conditions

4401.00   Authority - (See Rule 2801.00) (11/01/97)

4401.01   Application of Regulations - Transactions in put and call options on
CBOT Dow Jones Industrial Average(SM) ("DJIA") Index futures contracts shall be
subject to the general rules of the Association as far as applicable and shall
also be subject to the regulations contained in this chapter which are
exclusively applicable to trading in put and call options on CBOT Dow Jones
Industrial Average(SM) Index futures contracts. (See Rule 490.00) (09/01/00)

4402.01   Nature of CBOT Dow Jones Industrial Average(SM) Index Futures Put
Options- The buyer of one (1) CBOT Dow Jones Industrial Average(SM) Index
futures put option may exercise his option at any time prior to expiration
(subject to Regulation 4407.01), to assume a short position in one (1) CBOT Dow
Jones Industrial Average(SM) Index futures contract of a specified contract
month at a striking price set at the time the option was purchased. The seller
of one (1) CBOT Dow Jones Industrial Average(SM) Index futures put option incurs
the obligation of assuming a long position in one (1) CBOT Dow Jones Industrial
Average(SM) Index futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a put option buyer.
(11/01/97)

4402.02   Nature of Dow Jones Industrial Average(SM) Index Futures Call
Options -The buyer of one (1) CBOT Dow Jones Industrial Average(SM) Index
futures call option may exercise his option at any time prior to expiration
(subject to Regulation 4407.01), to assume a long position in one (1) CBOT Dow
Jones Industrial Average(SM) Index futures contract of a specified contract
month at a striking price set at the time the option was purchased. The seller
of one (1) CBOT Dow Jones Industrial Average(SM) Index futures call option
incurs the obligation of assuming a short position in one (1) CBOT Dow Jones
Industrial Average(SM) Index futures contract of a specified contract month at a
striking price set at the time the option was sold, upon exercise by a call
option buyer. (11/01/97)

4403.01   Trading Unit - One (1) CBOT Dow Jones Industrial Average(SM) Index
futures contract of a specified contract month on the Chicago Board of Trade.
(11/01/97)

4404.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one hundred (100) index points per
CBOT Dow Jones Industrial Average Index futures contract and in integral
multiples of two hundred (200) index points per CBOT Dow Jones Industrial
Average(SM) Index futures contract as follows:

A.   At the commencement of trading for quarterly and non-quarterly expirations,
     the following strike prices in one hundred point intervals shall be listed:
     one with a striking price closest to the previous day's settlement price on
     the underlying CBOT Dow Jones Industrial Average Index futures contract and
     the next twenty consecutive higher and the next twenty consecutive lower
     striking prices closest to the previous day's settlement price. If the
     previous day's settlement price is midway between two striking prices, the
     closest price shall be the larger of the two. Over time new striking prices
     will be added

____________

/1/  "Dow Jones(SM)", "The Dow(SM)", "Dow Jones Industrial Average(SM)", and
     "DJIA(SM)" are service marks of Dow Jones & Company, Inc. and have been
     licensed for use for certain purposes by the Board of Trade of the City of
     Chicago ("CBOT."). The CBOT's futures and futures options contracts based
     on the Dow Jones Industrial Average(SM) are not sponsored, endorsed, sold
     or promoted by Dow Jones, and Dow Jones makes no representation regarding
     the advisability of trading in such product(s).

                                     4402


                           Ch 44 Trading Conditions
                           ------------------------

     to ensure that at least twenty one hundred point striking prices always
     exist above and below the previous day's settlement price in the underlying
     futures.

B.   At the commencement of trading for quarterly and non-quarterly expirations,
     the following strike prices in two hundred point intervals shall be listed:
     the next twenty consecutive higher and the next twenty consecutive lower
     strike prices above and below the strike price band as stipulated in
     Regulation 4404.01(A). Over time new striking prices will be added to
     ensure that at least twenty striking prices in two hundred point intervals
     always exist above and below the strike price band as stipulated in
     Regulation 4404.01(A).

C.   All new strike prices will be added prior to the opening of trading on the
     following business day. The Exchange may modify the procedure for the
     introduction of striking prices as it deems appropriate in order to respond
     to market conditions. (10/01/99)

4405.01   Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (11/01/97)

4406.01   Option Premium Basis - The premium for CBOT Dow Jones Industrial
Average(SM) Index futures options shall be in multiples of one-half (1/2) of one
index point of a CBOT Dow Jones Industrial Average(SM) Index futures contract
which shall equal $5.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $5.00 in $1.00 increments per option contract.
(11/01/97)

4407.01   Exercise of Option - The buyer of a CBOT Dow Jones Industrial
Average(SM) Index futures option may exercise the option on any business day
prior to expiration by giving notice of exercise to the Clearing Corporation by
6:00 p.m., or by such other time designated by the Board of Directors, on such
day. (12/01/99)

4407.02   Automatic Exercise - Notwithstanding the provisions of Regulation
4407.01, for options with quarterly expirations, all in-the-money2 options shall
be automatically exercised after 6:00 p.m. on the business day following the
last day of trading, unless notice to cancel automatic exercise is given to the
Clearing Corporation. Notwithstanding the provisions of Regulation 4407.01, for
options with non-quarterly expirations, all in-the-money options shall be
automatically exercised after 6:00 p.m. on the last day of trading, unless
notice to cancel automatic exercise is given to the Clearing Corporation.

For options with quarterly expirations, notice to cancel automatic exercise
shall be given to the Clearing Corporation by 6:00 p.m., or by such other time
designated by the Board of Directors, on the business day following the last day
of trading. For options with non-quarterly expirations, notice to cancel
automatic exercise shall be given to the Clearing Corporation by 6:00 p.m., or
by such other time designated by the Board of Directors, on the last day of
trading. (12/01/99)

4408.01   Expiration of Option - Unexercised CBOT Dow Jones Industrial
Average(SM) Index futures options with quarterly expirations shall expire at
7:00 p.m. on the business day following the last day of trading.

Unexercised CBOT Dow Jones Industrial Average(SM) Index futures options with
non-quarterly expirations shall expire at 7:00 p.m. on the last day of trading.
(11/01/97)

4409.01   Months Traded In - The months listed for trading are January through
December at the discretion of the Exchange; provided however, that the Exchange
may determine not to list a contract month. For options that are traded in
months in which CBOT Dow Jones Industrial Average(SM) Index futures are not
traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the October or November option contract is the December futures
contract. (01/01/98)

4410.01   Trading Hours - The hours of trading of options on CBOT Dow Jones
Industrial

_______________

/2/  An option is in-the-money if the settlement price of the underlying futures
     contract is less in the case of a put, or greater in the case of a call
     than the exercise price for the option.

                                     4403


                           Ch 44 Trading Conditions
                           ------------------------

Average(SM) Index futures contracts shall be determined by the Board.
On the last day of trading in an expiring option the closing time for such
option shall be the same as the underlying futures contract, subject to the
provisions of the second paragraph of Rule 1007.00. On the last day of trading
in an expiring option, the expiring CBOT Dow Jones Industrial Average(SM) Index
futures options shall be closed with a public call, made strike price by strike
price, conducted by such persons as the Regulatory Compliance Committee shall
direct. CBOT Dow Jones Industrial Average(SM) Index futures options shall be
opened and closed for all months and strike prices simultaneously or in such a
manner as the Regulatory Compliance Committee shall direct. (11/01/97)

4411.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

4412.01   Margin Requirements - (See Regulation 431.05) (11/07/97)

4413.01   Last Day of Trading - For options expiring on the quarterly cycle,
trading shall terminate at the same date and time as the underlying futures
contract. For options that expire in months other than those in the quarterly
cycle, options trading shall terminate on the third Friday of the option
contract month, at the end of the regular trading session. If that day is not an
Exchange business day, options trading shall terminate on the first preceding
business day. (11/01/97)

4414.01   Option Premium Fluctuation Limits - Option premium limits for the CBOT
Dow Jones Industrial Average(SM) Index futures options shall correspond to the
daily trading limit in effect at that time for the underlying futures contract
as specified in Regulation 1008.01F. There shall be no trading in any option
contract during a period in which trading in the underlying future is halted as
specified in Regulation 1008.01F. On the first day of trading, limits shall be
set from the lowest premium of the opening range. (11/01/97)

4414.02   Trading Halts on e-cbot - There shall be no trading in any option
contract during e-cbot trading hours when the CBOT Dow Jones Industrial
Average(SM) Index primary futures contract is limit bid or limit offered at the
e-cbot price limit. (09/01/00)

4415.01   Disclaimer -

CBOT Dow Jones Industrial Average(SM) Index futures and futures options are not
sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones makes no
representation or warranty, express or implied, to the owners of CBOT Dow Jones
Industrial Average(SM) Index futures and futures options contracts or any member
of the public regarding the advisability of trading in CBOT Dow Jones Industrial
Average(SM) Index futures and futures options contracts. Dow Jones' only
relationship to the Exchange is the licensing of certain trademarks and trade
names of Dow Jones and of the Dow Jones Industrial Average(SM) which is
determined, composed and calculated by Dow Jones without regard to the Chicago
Board of Trade or CBOT Dow Jones Industrial Average(SM) Index futures and
futures options contracts. Dow Jones has no obligation to take the needs of the
Chicago Board of Trade or the owners of CBOT Dow Jones Industrial Average(SM)
Index futures and futures options contracts into consideration in determining,
composing or calculating the Dow Jones Industrial Average(SM). Dow Jones is not
responsible for and has not participated in the determination of the timing of,
prices at, or quantities of CBOT Dow Jones Industrial Average(SM) Index futures
and futures options contracts to be listed or in the determination or
calculation of the equation by which CBOT Dow Jones Industrial Average(SM) Index
futures and futures options contracts are to be converted into cash. Dow Jones
has no obligation or liability in connection with the administration, marketing
or trading of CBOT Dow Jones Industrial Average(SM) Index futures and futures
options contracts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF CBOT DOW JONES INDUSTRIAL AVERAGE(SM) INDEX
FUTURES AND FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW
JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF

                                     4404


                           Ch 44 Trading Conditions
                           ------------------------

THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO
THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES
AND THE CHICAGO BOARD OF TRADE. (11/01/97)

                                     4405


================================================================================
Chapter 45
Long Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac Reference Notes(SM)
(6 Years 6 Months - 10 Years 3 Months)
================================================================================

                                                                                                         
         Ch45 Trading Conditions............................................................................4502
                4501.00      Authority......................................................................4502
                4502.01      Application of Regulation......................................................4502
                4503.01      Emergencies, Acts of God, Acts of Government...................................4502
                4504.01      Unit of Trading................................................................4503
                4505.01      Months Traded In...............................................................4503
                4506.01      Price Basis....................................................................4503
                4507.01      Hours of Trading...............................................................4503
                4509.01      Last Day of Trading............................................................4503
                4509.02      Liquidation in the Last Seven Days of Delivery Months..........................4503
                4510.01      Margin Requirements............................................................4503
                4512.02      Position Limits and Reportable Positions.......................................4503
                4513.01      All-Or-None Orders.............................................................4503

         Ch45 Delivery Procedures...........................................................................4504
                4536.01      Standards......................................................................4504
                4542.01      Deliveries of Futures Contracts................................................4504
                4542.02      Wire Failure...................................................................4505
                4546.01      Date of Delivery...............................................................4505
                4547.01      Delivery Notices...............................................................4505
                4548.01      Method of Delivery.............................................................4505
                4549.00      Time of Delivery, Payment, Form of Delivery Notice.............................4505
                4549.02      Buyer's Report of Eligibility to Receive Delivery..............................4505
                4549.03      Seller's Invoice to Buyers.....................................................4505
                4549.04      Payment........................................................................4505
                4549.05      Buyers Banking Notification....................................................4505
                4550.00      Duties of Members..............................................................4506
                4551.01      Office Deliveries Prohibited...................................................4506
                4554.00      Failure to Accept Delivery.....................................................4506

         Ch45 Regularity of Banks....-......................................................................4507
                4580.01      Banks..........................................................................4507



                                     4501


================================================================================
Chapter 45
Long Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac Reference Notes(SM)
(6 Years 6 Month - 10 Years 3 Months)
================================================================================

*Note:  These contracts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch45 Trading Conditions

4501.00   Authority - (See Rule 1701.00) (04/01/00)

4502.01   Application of Regulation - Futures transactions in Long Term Fannie
Mae(R) Benchmark Notes(SM) and Freddie Mac Reference Notes(SM) shall be subject
to the general rules of the Association as far as applicable and shall also be
subject to the regulations contained in this chapter, which are exclusively
applicable to trading in Long Term Fannie Mae Benchmark Notes and Freddie Mac
Reference Notes. Long Term Fannie Mae Benchmark Notes and Freddie Mac Reference
Notes are listed for trading by the Association pursuant to Commodity Futures
Trading Commission exchange certification procedures. (02/01/01)

4503.01   Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
Fannie Mae Benchmark Notes and/or Freddie Mac Reference Notes, it may, upon a
two-thirds vote under Rule 180.00, take such action as may be in the Board's
sole discretion appear necessary to prevent, correct or alleviate the condition.
Without limiting the foregoing or the authority of the Board under Rule 180.00,
the Board may:

     (1)  designate as deliverable, callable Fannie Mae Benchmark Notes and
     Bonds, and/or Freddie Mac Reference Notes and Bonds otherwise meeting the
     specifications and requirements stated in this chapter;

     (2)  designate as deliverable one or more issues of Fannie Mae Benchmark
     Notes and Freddie Mac Reference Notes and/or Fannie Mae Benchmark Bonds and
     Freddie Mac Reference Bonds having maturities shorter than six and one-half
     years, or longer than ten years three months and otherwise meeting the
     specifications and requirements stated in this chapter; and/or

                                     4502


                              Regularity of Banks
                              -------------------


     (3) determine a cash settlement based on the current cash value of an 6%
     coupon rate, six and one-half years to ten years three months Fannie Mae
     Benchmark Note and/or Freddie Mac Reference Note, as determined by using
     the current market yield curve for Fannie Mae Benchmark Notes and Freddie
     Mac Reference Notes on the last day of trading. (04/01/00)

4504.01   Unit of Trading - The unit of trading shall be Fannie Mae Benchmark
Notes or Freddie Mac Reference Notes having a face value at maturity of one
hundred thousand dollars ($100,000) or multiples thereof. (04/01/00)

4505.01   Months Traded In - Trading in Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures may be scheduled in such months as determined
by the Exchange. (04/01/00)

4506.01   Price Basis - Minimum price fluctuations shall be in multiples of one-
half of one thirty-second (1/32) point per 100 points ($15.625 rounded up to the
nearest 1(cent) per contract) except for intermonth spreads, where minimum price
fluctuations shall be in multiples of one-fourth of one thirty-second point per
100 points ($7.8125 per contract). Par shall be on the basis of 100 points.
Contracts shall not be made on any other price basis. (02/01/01)

4507.01   Hours of Trading - The hours of trading for future delivery in Long
Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes shall be
determined by the Board. On the last day of trading in an expiring future, the
closing time for such future shall be 12:00 noon (Chicago time), subject to the
provisions of the second paragraph of Rule 1007.00.

The market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct. (04/01/00)

4509.01   Last Day of Trading - No trades in Long Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures deliverable in the current month shall be
made during the last seven business days of that month and any contracts
remaining open must be settled by delivery or as provided in Regulation 4509.02
after trading in such contracts has ceased. (04/01/00)

4509.02   Liquidation in the Last Seven Days of Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 4509.01 of this chapter, outstanding contracts may be
liquidated by the delivery of book-entry Fannie Mae Benchmark Notes or Freddie
Mac Reference Notes (Regulation 4542.01) or by mutual agreement by means of a
bona fide exchange of such current futures for actual Fannie Mae Benchmark Notes
or Bonds and/or Freddie Mac Reference Notes or Bonds or comparable instruments.
Such exchange must, in any event, be made no later than the fifth business day
immediately preceding the last business day of the delivery month. (04/01/00)

4510.01   Margin Requirements - (See Regulation 431.03) (04/01/00)

4512.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(04/01/00)

4513.01   All-Or-None Orders - The minimum threshold established for All-Or-None
orders in Long- Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) futures and the Long-Term U.S. Treasury Note Futures/Long-Term Fannie
Mae(R) Benchmark Notes(SM) and Freddie Mac Reference Notes(SM) futures spreads
is one hundred contracts. Such orders must be executed in accordance with
Regulation 331.03. (07/01/00)

                                     4503


                              Delivery Procedures
                              -------------------

Ch45 Delivery Procedures

4536.01   Standards - The contract grade for delivery on futures contracts made
under these regulations shall be non-callable Fannie Mae Benchmark Notes or non-
callable Freddie Mac Reference Notes which have an original issue size of at
least $3 billion and an original maturity of not more than ten years three
months and which have a remaining maturity of not less than six years six months
as defined below. All notes delivered against a contract must be of the same
issue. For settlement, the time to maturity of a given issue is calculated in
complete quarter year increments (e.g., 8 years, 10 months, 17 days is taken to
be 8 years, 9 months) from the first day of the delivery month. The price at
which a note with this time to maturity and with the same coupon rate as this
issue will yield 6%, according to bond tables prepared by the Financial
Publishing Co. of Boston, Mass., is multiplied by the settlement price to arrive
at the amount at which the short invoices the long.

Fannie Mae Benchmark Notes and Freddie Mac Reference Notes deliverable against
futures contracts under these regulations must have semi-annual fixed coupon
payments.

Interest accrued on the notes shall be charged to the long by the short on the
basis of a 360-day year consisting of 12 30-day months.

New issues of Fannie Mae Benchmark Notes and Freddie Mac Reference Notes which
satisfy the standards in this regulation shall be added to the deliverable grade
as they are issued. To be eligible for delivery in the current month, the newly
issued notes must have been issued and settled at least three business days
before the first eligible day for delivery (see 4542.01).

If during the issuance of notes Fannie Mae or Freddie Mac re-opens an existing
issue, thus rendering the existing issue indistinguishable from the newly issued
one, the older issue would be deliverable if it meets the following standards.
The reopening must have an original issue size of at least $3 billion, and meet
the maturity standards of this chapter at the time of the reopening.

The Exchange reserves the right to exclude any new issue from deliverable status
or to further limit outstanding issues from deliverable status. (06/01/01)

4542.01   Deliveries of Futures Contracts - Deliveries against Long Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall be by
book-entry transfer between accounts of Clearing Members at qualified banks
(Regulation 4580.01) in accordance with Department of Housing and Urban
Development Title 24 CFR Part 81. Delivery must be made no earlier than the
first business day of the month and no later than the last business day of the
month. Notice of intention to deliver shall be given to the Board of Trade
Clearing Corporation by 8:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on the second business day preceding
delivery day. In the event the long Clearing Member does not agree with the
terms of the invoice received from the short Clearing Member, the long Clearing
Member must notify the short Clearing Member, and the dispute must be settled by
9:30 a.m. (Chicago time) on delivery day. The short Clearing Member must have
contract grade Fannie Mae Benchmark Notes or Freddie Mac Reference Notes in
place at his bank in acceptable (to his bank) delivery form no later than 10:00
a.m. (Chicago time) on delivery day. The short Clearing Member must notify his
bank (Regulation 4580.01) to transfer contract grade Fannie Mae Benchmark Notes
or Freddie Mac Reference Notes by book-entry to the long Clearing Member's
account at the long Clearing Member's bank on a delivery versus payment basis.
That is, payment shall not be made until the notes are delivered. On delivery
day, the long Clearing Member must make funds available by 7:30 a.m. (Chicago
time) and notify his bank (Regulation 4580.01) to accept contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes and to remit federal funds to
the short Clearing Member's account at the short Clearing Member's bank
(Regulation 4580.01) in payment for delivery of the notes. Contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes must be transferred and
payment must be made before 1:00 p.m. (Chicago time) on delivery day. All
deliveries must be assigned by the Clearing Corporation. Where a commission
house as a member of the Clearing Corporation has an interest both long and
short for customers on its own books, it must tender to the Clearing Corporation
such notices of intention to deliver as it received from its customers who are

                                     4504


                              Delivery Procedures
                              -------------------

short. (04/01/00)

4542.02   Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m.
(Chicago time) on the next business day on which the Federal Reserve wire is
operable. Interest shall accrue to the long paid by the short beginning on the
day at which the notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 4542.01 and 4549.04 and that all other provisions of
Regulations 4542.01 and 4549.04 have been complied with. (04/01/00)

4546.01   Date of Delivery - Delivery of Long Term Fannie Mae Benchmark Notes or
Freddie Mac Reference Notes may be made by the short upon any permissible
delivery day of the delivery month the short may select. Delivery of Long Term
Fannie Mae Benchmark Notes and Freddie Mac Reference Notes must be made no later
than the last business day of that month. (04/01/00)

4547.01   Delivery Notices - (See Regulation 1047.01) (04/01/00)

4548.01   Method of Delivery - (See Regulation 1048.01) (04/01/00)

4549.00   Time of Delivery, Payment, Form of Delivery Notice - (See Rule
1049.00) (04/01/00)

4549.02   Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (04/01/00)

4549.03   Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m. (Chicago time), or by such other time designated
by the Board of Directors, on the day of intention except on the last intention
day of the month, where such invoices shall be delivered to the Clearing House
by 3:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors. Upon receipt of such invoices, the Clearing House shall promptly make
them available to buyers to whom they are addressed, by placing them in buyers'
mail boxes provided for that purpose in the Clearing House. (04/01/00)

4549.04   Payment - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payment before 1:00 p.m. (Chicago
time) on the day of delivery, except on banking holidays when delivery must be
taken and payment made before 9:30 a.m. (Chicago time) the next business day.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
accordance with its by-laws and resolutions. (04/01/00)

4549.05   Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (Chicago time) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of Fannie Mae Benchmark Notes or Freddie Mac
Reference Notes. (04/01/00)

4550.00   Duties of Members - (See Rule 1050.00) (04/01/00)

                                     4505


                              Delivery Procedures
                              -------------------

4551.01   Office Deliveries Prohibited - (See Regulation 1051.01) (04/01/00)

4554.00   Failure to Accept Delivery - (See Rule 1054.00) (04/01/00)

                                     4506


                              Regularity of Banks
                              -------------------

Ch45 Regularity of Banks

4580.01   Banks - For purposes of these regulations relating to trading in Long
Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes, the word "Bank"
(Regulation 4542.01) shall mean a U.S. commercial bank (either Federal or State
charter) that is a member of the Federal Reserve System and with capital
(capital, surplus and undivided earnings) in excess of one hundred million
dollars ($100,000,000). (04/01/00)

                                     4507


===============================================================================
Chapter 46A (Standard Options)
Long Term Fannie Mae(R)Benchmark Note(SM) and Freddie Mac Reference Note(SM)
Futures Options
===============================================================================

                                                                                                        
         Ch 46A Trading Conditions.........................................................................4602A
                A4601.00     Authority.....................................................................4602A
                A4601.01     Application of Regulations....................................................4602A
                A4602.01     Nature of Long Term Fannie Mae  Benchmark  Note and Freddie Mac Reference
                             Note Futures Put Options......................................................4602A
                A4602.02     Nature of Long Term Fannie Mae  Benchmark  Note and Freddie Mac Reference
                             Futures Call Options..........................................................4602A
                A4603.01     Trading Unit..................................................................4602A
                A4604.01     Striking Prices...............................................................4603A
                A4605.01     Payment of Option Premium.....................................................4603A
                A4606.01     Option Premium Basis..........................................................4603A
                A4607.01     Exercise of Option............................................................4603A
                A4607.02     Automatic Exercise............................................................4603A
                A4608.01     Expiration of Option..........................................................4604A
                A4609.01     Months Traded In..............................................................4604A
                A4610.01     Trading Hours.................................................................4604A
                A4611.01     Position Limits and Reportable Positions......................................4604A
                A4612.01     Margin Requirements...........................................................4604A
                A4613.01     Last Day of Trading...........................................................4604A



                                     4601A


================================================================================
Chapter 46A(Standard Options)
Long Term Fannie Mae(R)Benchmark Note(SM) and Freddie Mac Reference Note(SM)
Futures Options
================================================================================

*Note: These contacts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch46A Trading Conditions

A46601.00 Authority - (See Rule 2801.00) (04/01/00)

A4601.01  Application of Regulations - Transactions in put and call options on
Long Term Fannie Mae(R) Benchmark Note(SM) and Freddie Mac Reference Note(SM)
futures contracts shall be subject to the general rules of the Association as
far as applicable and shall also be subject to the regulations contained in this
chapter which are exclusively applicable to trading in put and call options on
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures
contracts. (See Rule 490.00.) Options on Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures are listed for trading pursuant to Commodity
Futures Trading Commission exchange certification procedures. (02/01/01)

A4602.01  Nature of Long Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Put Options - - The buyer of one (1) Long Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation A4607.01), to
assume a short position in one (1) Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month at a
striking price set at the time the option was purchased. The seller of one (1)
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures put
option incurs the obligation of assuming a long position in one (1) Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract of a
specified contract month at a striking price set at the time the option was
sold, upon exercise by a put option buyer. (04/01/00)

A4602.02  Nature of Long Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Call Options - The buyer of one (1) Long Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures call option may exercise
his option at any time prior to expiration (subject to Regulation A4607.01), to
assume a long position in one (1) Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month at a
striking price set at the time the option was purchased. The seller of one (1)
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures call
option incurs the obligation of assuming a short position in one (1) Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract of a
specified contract month at a striking price set at the time the option was
sold, upon exercise by a call option buyer. (04/01/00)

A4603.01  Trading Unit - One (1) Long Term Fannie Mae Benchmark Note and Freddie
Mac Reference Note futures contract of a specified contract month on the Chicago
Board of Trade. (04/01/00)

A4604.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one (1) point per Long Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contract. At the
commencement of trading for such option contracts, the following strike prices
shall be listed: one with a striking price closest to the previous day's
settlement price on the underlying Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract, the next fifteen consecutive higher
and the next fifteen consecutive lower striking prices closest to the previous
day's settlement price; and all strike prices listed for all other option

                                     4602A


                           Ch46A Trading Conditions
                           ------------------------

contract months listed at that time. If the previous day's settlement price is
midway between two striking prices, the closest price shall be the larger of the
two. When a sale in the underlying Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract occurs at a price greater than or
equal to the fifteenth largest striking price, a new striking price one
increment higher than the existing striking prices will be added. When a sale in
the underlying Long Term Fannie Mae Benchmark Note and Freddie Mac Reference
Note futures contract occurs at a price less than or equal to the fifteenth
smallest striking price, a new striking price one increment lower than the
existing striking prices will be added. When a new strike price is added for an
option contract month, the same strike price will be added to all options
contract months or which that strike price is not already listed. All new strike
prices will be added prior to the opening of trading on the following business
day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (04/01/00)


A4605.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (04/01/00)

A4606.01  Option Premium Basis - The premium for Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures options shall be in multiples of one
sixty-fourth (1/64) of one point ($1,000) of a Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures contract which shall equal $15.63
per 1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (e.g., 10.0%, 10.1%, 10.2%, etc.). (04/01/00)

A4607.01  Exercise of Option - The buyer of a Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures option may exercise the option on
any business day prior to expiration by giving notice of exercise to the
Clearing Corporation by 6:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. (Chicago time)
on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions; and

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. (Chicago
          time) on the last day of trading. (04/01/00)

A4607.02  Automatic Exercise - Notwithstanding the provisions of Regulation
4607.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the last day of trading, except that such notice may be given to
the Clearing Corporation prior to 10:00 a.m. (Chicago time) on the expiration
date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions; and

                                     4603A


                           Ch46A Trading Conditions
                           ------------------------

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. (Chicago
          time) on the last day of trading. (04/01/00)

A4608.01     Expiration of Option - Unexercised Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures options shall expire at 10:00 a.m.
(Chicago time) on the first Saturday following the last day of trading.
(04/01/00)

A4609.01     Months Traded In - Trading in Long Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures options may be scheduled in such months
as determined by the Exchange. For options that are traded in months in which
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures are
not traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the October or November option contract is the December futures
contract. (04/01/00)

A4610.01     Trading Hours - The hours of trading of options on Long Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall be
determined by the Board. On the last day of trading in an expiring option, the
closing time for such option shall be the same as the close of trading of the
Regular Daytime open outcry trading session for the corresponding Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures options shall
be opened and closed for all months and strike prices simultaneously or in such
a manner as the Regulatory Compliance Committee shall direct. (04/01/00)

A4611.01     Position Limits and Reportable Positions - (See Regulation 495.01)
(04/01/00)

A4612.01     Margin Requirements - (See Regulation 431.05) (04/01/00)

A4613.01     Last Day of Trading - No trades in Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures put and call options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures contract on the last Friday which
precedes by at least five business days the last business day of the month
preceding the option month.1 If such Friday is not a business day, or there is a
Friday which is not a business day which precedes by four business days the last
business day of the month preceding the option month, the last day of trading
will be the business day prior to such Friday./1/ (04/01/00)


------------------
/1/  Starting with the June 2001 listing, the Last Day of Trading will be "the
last Friday which precedes by at least two business days the last business day
                                       ---
of the month preceding the option month. If such a Friday is not a business day,
or there is a Friday which is not a business day which precedes by one business
                                                                   ---
day the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday."

                                     4604A


================================================================================
Chapter 47
Mortgage Futures
================================================================================


     Ch47 Trading Conditions..............................................  4702
          4701.00   Authority.............................................  4702
          4702.01   Application of Regulations............................  4702
          4704.01   Unit of Trading.......................................  4702
          4705.01   Months Traded In......................................  4702
          4706.01   Price Basis...........................................  4702
          4707.01   Hours of Trading......................................  4702
          4709.01   Last Day of Trading...................................  4702
          4709.02   Liquidation During the Delivery Month.................  4702
          4710.01   Margin Requirements...................................  4702
          4712.01   Position Limits and Reportable Positions..............  4702

     Ch47 Delivery Procedures.............................................  4703
          4736.01   Standards.............................................  4703
          4742.01   Delivery on Futures Contracts.........................  4703
          4747.01   Payment...............................................  4703
          4750.01   Index Composition.....................................  4703
          4750.02   Disclaimer............................................  4707


                                     4701


================================================================================
Chapter 47
Mortgage Futures
================================================================================
Note:     These contracts are listed for trading by the Chicago Board of  Trade
----
pursuant to Commodity Futures Trading Commission exchange certification
procedures

Ch47 Trading Conditions

4701.00   Authority - Trading in Mortgage futures may be conducted under such
terms and conditions as may be prescribed by regulation. (04/01/01)

4702.01   Application of Regulations - Futures transaction in Mortgage futures
contracts shall be subject to the general rules of the Association as far as
applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in Mortgage futures
contracts.  Mortgage futures are listed for trading by the Association pursuant
to Commodity Futures Trading Commission exchange certification procedures.
(04/01/01)

4704.01   Unit of Trading - The unit of trading shall be $1,000.00 times The
Current Mortgage Price Index. (04/01/01)

4705.01   Months Traded In - Trading shall be conducted the nearest four
calendar months. (04/01/01)

4706.01   Price Basis - The price of Mortgage futures contracts shall be quoted
in points.  One point equals $1,000.00.  The minimum price fluctuation shall be
1/4  of 1/32 of one point or seven dollars and eighty-one and one-quarter cents
($7.8125), rounded up to the nearest one cent per contract.  Contracts shall
not be made on any other price basis. (04/01/01)

4707.01   Hours of Trading - The hours of trading for future delivery in
Mortgage futures shall be determined by the Board. Trading in an expiring
futures contract shall cease at 2:00 p.m. Chicago time on the last trading day
of said futures contract. The market shall be opened and closed for all months
simultaneously or in such other manner as the Regulatory Compliance Committee
shall direct. (04/01/01)

4709.01   Last Day of Trading - The last trading day shall be two business days
before Notification Day for To-Be-Announced delivery of Class A mortgage-backed
securities (where Notification Day for To-Be-Announced delivery of Class A
mortgage-backed securities shall be as defined by the Bond Market Association).
(04/01/01)

4709.02   Liquidation During the Delivery Month - After trading in contracts for
future delivery in the current delivery month has ceased, in accordance with
Regulation 4709.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 4742.01.
(04/01/01)

4710.01   Margin Requirements - (See Regulation 431.03). (04/01/01)

4712.01   Position Limits and Reportable Positions - (See Regulation 425.01).
(04/01/01)






                                     4702


Ch47 Delivery Procedures

4736.01   Standards - The contract grade shall be $1,000.00 times the closing
value of the Current Mortgage Price Index on the last day of trading, as
determined by the procedure prescribed in Regulation 4750.01. (04/01/01)

4742.01   Delivery on Futures Contracts - Delivery against Mortgage futures
contracts shall be made through the Clearing House. Delivery under these
regulations shall be accomplished by cash settlement as hereinafter provided.

After trading ceases on the last day of trading, the Clearing House shall advise
clearing members holding open positions in current-month Mortgage futures
contracts of the closing value of the Current Mortgage Price Index on the last
day of trading. Clearing members shall make and receive payment through the
Clearing House in accordance with normal variation settlement procedures. The
settlement price on the last day of trading is equal to $1,000.00 times the
closing value of the Current Mortgage Price Index on the last day of trading.
(04/01/01)

4747.01   Payment - (See Regulation 1049.04) (04/01/01)

4750.01   Index Composition - The Current Mortgage Price Index will be
calibrated and valued in accordance with the following criteria:

(a)  Index Calibration: Each Mortgage futures contract will be listed on the
seventh business day of the month four months prior to that contract's
expiration month. The Current Mortgage Price Index underlying that contract will
be calibrated on the fifth business day of the month of that contract's listing
according to the following procedure:

(1)  Determination of eligible mortgage coupon levels for inclusion in the
Current Mortgage Price Index.

     (A)  The Exchange or its approved index administrator will use data
     published by the Securities Industry Automation Corporation (or other data
     provider approved by the Exchange) to identify all mortgage coupon levels
     at which either the Federal National Mortgage Association (hereafter,
     Fannie Mae) or the Federal Home Loan Mortgage Corporation (hereafter,
     Freddie Mac) over the preceding three calendar months have issued mortgage-
     backed pass-through securities backed solely by conventional 30-year fixed-
     rate conforming mortgages.

     (B)  For each of the mortgage coupon levels identified in (a.1.A) the
     Exchange or its approved index administrator will obtain from the
     Securities Industry Automation Corporation (or other data provider approved
     by the Exchange) the dollar amounts of issuance of mortgage-backed pass-
     through securities backed solely by conventional 30-year fixed-rate
     conforming mortgages by each of the two agencies (Fannie Mae and Freddie
     Mac) over the preceding three calendar months.

     (C)  The Exchange or its approved index administrator will exclude from
     eligibility any mortgage coupon level at which combined issuance by Fannie
     Mae and Freddie Mac over the preceding three calendar months is less than
     5% of total issuance by both agencies at all coupon levels over the
     preceding three calendar months.

     All remaining mortgage coupon levels identified in (a.1.A) will be deemed
     eligible.

(2)  Computation of Average Coupon Price and Par-Adjusted Average Coupon Price.

                                     4703


                           Ch47 Delivery Procedures
                           ------------------------

     (A)  For each agency (Fannie Mae or Freddie Mac) and each eligible mortgage
     coupon level identified in (a.1), the Exchange or its approved index
     administrator will survey seven (7) mortgage-backed securities dealers,
     randomly selected from an Exchange-approved list of seven (7) or more
     mortgage-backed securities dealers, to obtain a price evaluation as
     prescribed in (a.2.B).

     (B)  For the purpose of (a.2.A) a price evaluation will be defined as the
     mortgage-backed securities dealer's closing mark, as of 3:00 p.m. New York
     time, for Class A To-Be-Announced delivery four calendar months from the
     current month, in accordance with the delivery calendar and Good Delivery
     guidelines established by the Bond Market Association. Said closing marks
     must be quoted in points and fractions of 1/32 of one point no smaller
     than one quarter of 1/32 of one point (such that par will be on the basis
     of 100 points).

     (C)  In the event that circumstances prevent at least seven (7) mortgage-
     backed securities dealers from making price evaluations for any agency
     (Fannie Mae or Freddie Mac) and/or any eligible mortgage coupon level, the
     Exchange may, without prior notice, allow price evaluations to be collected
     from less that seven (7) but no fewer than three (3) mortgage-backed
     securities dealers.

     (D)  For each agency (Fannie Mae or Freddie Mac) and each eligible mortgage
     coupon level, the Exchange or its approved index administrator will compute
     the median price as the median of the price evaluations referenced in
     (a.2.A), (a.2.B), and (a.2.C).

     (E)  For each agency (Fannie Mae or Freddie Mac) and each eligible mortgage
     coupon level, the Exchange or its approved index administrator will use the
     issuance volumes obtained in (a.1.B) and the median prices obtained in
     (a.2.D) to compute an average coupon price equal to the issuance-weighted
     average of the median prices. Specifically, the average coupon price will
     be computed as

     (Sigma)\\k\\ (issuance volume\\k\\ x median price\\k\\) (Sigma)\\k\\
     (issuance volume\\k\\)

     where the summations are taken over all combinations of agencies and
     eligible mortgage coupon levels. (For example, if the eligible mortgage
     coupon levels for the purpose of computing the average coupon price are 7%,
     7 1/2%, and 8%, then the summations will be taken over Fannie Mae 7%,
     Freddie Mac 7%, Fannie Mae 7 1/2%, Freddie Mac 7 1/2%, Fannie Mae 8%, and
     Freddie Mac 8%.)

     (F)  The Exchange or its approved index administrator will use the average
     coupon price computed in (a.2.E) to compute a par-adjusted average coupon
     price equal to the midpoint of the average coupon price and 100.
     Specifically, the par-adjusted average coupon price will be computed as

     (average coupon price + 100)/2

(3)  Determination of composition of Current Mortgage Price Index.

     (A)  For each eligible mortgage coupon level, the Exchange or its approved
     index administrator will use the issuance volumes obtained in (a.1.B) and
     the median prices obtained in (a.2.D) to compute an agency average coupon
     price equal to the issuance-weighted average of the median prices.
     Specifically, the agency average coupon price will be computed as

     (Sigma)\\k\\ (issuance volume\\k\\ x median price\\k\\) (Sigma)\\k\\
     (issuance volume\\k\\)

     where summations are taken over Fannie Mae and Freddie Mac. (For example,
     in computing the agency average coupon price for a coupon level of 7% the
     summations will be taken over Fannie Mae 7% and Freddie Mac 7%.)

                                     4704


                           Ch47 Delivery Procedures
                           ------------------------

     (B)  The Exchange or its approved index administrator will rank each
     eligible mortgage coupon level according to the closeness of its respective
     agency average coupon price and the par-adjusted average coupon price
     (where closeness is defined in terms of absolute value of distance between
     agency average coupon price and par-adjusted average coupon price). First
     rank will correspond to closest, and last rank will correspond to most
     distant.

     If two eligible mortgage coupon levels are tied for first rank, then the
     higher of the two mortgage coupon levels will be assigned first rank, and
     the lower of the two mortgage coupon levels will be assigned second rank.

     (C)  The Exchange or its approved index administrator will use the ranks
     established in (a.3.B) to set the composition of the Current Mortgage Price
     Index as follows:

          The eligible mortgage coupon level with first rank will have an index
          weight of 50%.

          The eligible mortgage coupon levels with second and third rank will
          each have index weights of 25%.

          If (a.1) identifies only one eligible mortgage coupon level, then this
          mortgage coupon level will have an index weight of 100%.

          If (a.1) identifies only two eligible mortgage coupon levels, then
          these mortgage coupon levels will each have index weights of 50%

     (D)  Once the weights for the Current Mortgage Price Index have been
          determined for a given Mortgage futures contract, they shall remain
          fixed over the life of that contract.

Mortgage coupon levels represented in the Current Mortgage Price Index and the
index weights assigned to individual mortgage coupon levels may vary among
Mortgage futures contracts that differ by expiration month.

(b)  Index Valuation: On the last day of trading of a Mortgage futures contract,
the Exchange or its approved index administrator will compute the closing value
of the Mortgage futures contract according to the following procedure:

(1)  Survey of market prices

     (A)  The Exchange or its approved index administrator will survey seven (7)
     mortgage-backed securities dealers, randomly selected from an Exchange-
     approved list of seven (7) or more mortgage-backed securities dealers, to
     obtain price evaluations for each agency (Fannie Mae and Freddie Mac) at
     each mortgage coupon level represented in the Current Mortgage Price Index
     for the expiring Mortgage futures contract.

     (B) For the purpose of (b.1.A) a price evaluation will be defined the
     mortgage-backed securities dealer's closing mark, as of 3:00 p.m. New York
     time for Class A To-Be-Announced delivery in the current calendar month, in
     accordance with the delivery calendar and Good Delivery guidelines
     established by the Bond Market Association. Said closing marks must be
     quoted in points and fractions of 1/32 of one point no smaller than one
     quarter of 1/32 of one point (such that par will be on the basis of 100
     points).

     (C)  In the event that circumstances prevent at least seven (7) mortgage-
     backed securities dealers from making price evaluations for any agency
     (Fannie Mae or Freddie Mac) and/or any mortgage coupon level represented in
     the Current Mortgage Price Index, the Exchange may, without prior notice,
     allow price evaluations to be collected from less than seven (7) but no
     fewer than three (3) mortgage-backed securities dealers.

     (D)  For each agency (Fannie Mae or Freddie Mac) and each mortgage coupon
     level

                                     4705



                           Ch47 Delivery Procedures
                           ------------------------

     represented in the Current Mortgage Price Index, the Exchange or its
     approved index administrator will compute the median price as the median of
     the price evaluations referenced in (b.1.A), (b.1.B), and (b.1.C).

(2)  Valuation of the Current Mortgage Price Index

     (A)   For each mortgage coupon level represented in the Current Mortgage
     Price Index, the Exchange or its approved index administrator will compute
     an adjusted Fannie Mae median price equal to the product of the Fannie Mae
     median price and a cash-flow adjustment factor. Said cash-flow adjustment
     factor will be equal to the sum of one (1) and the cash-flow adjustment
     yield, which sum will be raised to the power of an exponent equal to ten
     (10) divided by three hundred sixty-five (365). Specifically, the cash-flow
     adjustment factor will be equal to

     (1+ cash-flow adjustment yield)/10/365/

     (B)   For the purposes of (b.2.A), the cash-flow adjustment yield will be
     expressed in decimal terms (e.g., 10% will be rendered as 0.10) and will be
     determined according to the following procedure:

     (i)   If, among the mortgage coupon levels represented in the Current
     Mortgage Price Index, there is at least one associated Fannie Mae median
     price above 100 and at least one associated Fannie Mae median price below
     100, then the Exchange or its approved index administrator will select the
     following two mortgage coupon levels:

           that coupon level which is associated with the Fannie Mae median
           price that is closest to 100 among those Fannie Mae median prices
           that are above 100 (hereafter, the high coupon), and

           that coupon level which is associated with the Fannie Mae median
           price that is closest to 100 among those Fannie Mae median prices
           that are below 100 (hereafter, the low coupon).

     The Exchange or its approved index administrator will then compute the
     cash-flow adjustment yield as the weighted average of the high coupon and
     the low coupon, with greater weight given to whichever coupon has a Fannie
     Mae median price closer to 100, and lesser weight given to whichever coupon
     has a Fannie Mae median price further from 100. Specifically, the cash-flow
     adjustment yield will equal

     [((100 - low coupon price) x high coupon) + ((high coupon price - 100) x
     low coupon)] divided by [high coupon price - low coupon price]

     where "low coupon price" refers to the Fannie Mae median price associated
     with the low coupon and "high coupon price" refers to the Fannie Mae median
     price associated with the high coupon.

     (ii)  if, among the mortgage coupon levels represented in the Current
     Mortgage Price Index, all associated Fannie Mae median prices are above
     100, or all associated Fannie Mae median prices are below 100, then the
     Exchange or its approved index administrator will set the cash-flow
     adjustment yield equal to the mortgage coupon level for which the
     associated Fannie Mae median price is closest to 100.

     (iii) if, among the mortgage coupon levels represented in the Current
     Mortgage Price Index, there is one associated Fannie Mae median price
     exactly equal to 100, then the Exchange or its approved index administrator
     will set the cash-flow adjustment yield equal to the corresponding mortgage
     coupon level. If, among the mortgage coupon levels represented

                                     4706


                           Ch47 Delivery Procedures
                           ------------------------

     in the Current Mortgage Price Index, there is more than one associated
     Fannie Mae median price precisely equal to 100, then the Exchange or its
     approved index administrator will set the cash-flow adjustment yield equal
     to the lowest of all mortgage coupon levels for which the associated Fannie
     Mae median prices are precisely equal to 100.

     (C)  To each mortgage coupon level represented in the Current Mortgage
     Price Index, the Exchange or its approved index administrator will assign
     an expiry price equal to the lesser of the Freddie Mac median price
     corresponding to that mortgage coupon level or the adjusted Fannie Mae
     median price corresponding to that mortgage coupon level.

     (D)  For each mortgage coupon level represented in the Current Mortgage
     Price Index the Exchange or its approved administrator will compute the
     product of the expiry price assigned to that mortgage coupon level in
     (b.2.C) and the index weight assigned to that mortgage coupon level in
     (a.3.C). The Exchange or its approved index administrator will compute
     expiry value of the Current Mortgage Price Index as the sum of said
     products, with the sum taken across all mortgage coupon levels represented
     in the Current Mortgage Price Index. The closing value of the Mortgage
     futures contract will equal the expiry value of the Current Mortgage Price
     Index rounded down to the nearest one quarter of 1/32. (04/01/01)

4750.02   Disclaimer - Mortgage futures and futures options are not sponsored or
sold by any agent employed by the Exchange to administer the Current Mortgage
Price Index or by any of the various dealers that evaluate mortgage-backed
securities for purposes of calibrating or evaluating the Current Mortgage Price
Index("Entities").  These Entities make no representation or warranty, express
or implied, to the owners of Mortgage futures or futures options or any member
of the public regarding the advisability of trading in Mortgage futures or
futures options.  These Entities have no obligation to take the needs of the
Board of Trade of the City of Chicago, Inc. or the owners of Mortgage futures
and futures options into consideration in determining, composing, or calculating
the Current Mortgage Price Index.  These Entities are not responsible for and
have not participated in the determination of when Mortgage futures and futures
options are listed for trading and (in the case of futures options) at what
strike prices or in the determination or calculation of how such Mortgage
futures and futures options may be converted into cash.  These Entities have no
obligation or liability in connection with the administration, marketing, or
trading of Mortgage futures and futures options.

THESE ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., DO NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE CURRENT MORTGAGE PRICE
INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES, AND THE BOARD OF TRADE OF
THE CITY OF CHICAGO, INC., MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS
TO BE OBTAINED BY THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., OWNERS OF
MORTGAGE FUTURES AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE
USE OF THE CURRENT MORTGAGE PRICE INDEX OR ANY DATA INCLUDED THEREIN.  THESE
ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., MAKE NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE CURRENT MORTGAGE
PRICE INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THESE ENTITIES, OR THE BOARD OF TRADE OF THE CITY
OF CHICAGO, INC., HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT, PUNITIVE,
SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN THESE ENTITIES AND BETWEEN THESE ENTITIES AND
THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC. (04/01/01)

                                     4707


================================================================================
Chapter 48
Mortgage Futures Options
================================================================================

     Ch48 Trading  Conditions............................................. 4802
          4801.00  Authority.............................................. 4802
          4801.01  Application of Regulations............................. 4802
          4802.01  Nature of Mortgage Futures Put Options................. 4802
          4802.02  Nature of Mortgage Futures Call Options................ 4802
          4803.01  Trading Unit........................................... 4802
          4804.01  Striking Prices........................................ 4802
          4805.01  Payment of Option Premium.............................. 4803
          4806.01  Option Premium Basis................................... 4803
          4807.01  Exercise of Option..................................... 4803
          4808.01  Expiration of Option................................... 4803
          4809.01  Months Traded In....................................... 4803
          4810.01  Trading Hours.......................................... 4803
          4811.01  Position Limits and Reportable Positions............... 4803
          4812.01  Margin Requirements.................................... 4803
          4813.01  Last Day of Trading.................................... 4803
          4850.02  Disclaimer............................................. 4803











                                     4801












================================================================================
Chapter 48
Mortgage Futures Options
================================================================================

Note: These contracts are listed for trading by the Chicago Board of Trade
----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch48 Trading Conditions

4801.00  Authority - Trading in put and call options on Mortgage futures
contracts may be conducted under such terms and conditions as may be prescribed
by regulation. (04/01/01)

4801.01  Application of Regulations - Transactions in put and call options on
Mortgage futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this Chapter which are exclusively applicable to trading in put and
call options on Mortgage futures contracts. (See Rule 490.00.) Options on
Mortgage futures are listed for trading by the Association pursuant to Commodity
Futures Trading Commission exchange certification procedures. (04/01/01)

4802.01  Nature of Mortgage Futures Put Options - The buyer of one (1) Mortgage
futures put option may exercise his option at any time prior to expiration
(subject to Regulation 4807.01), to assume a short position in one (1) Mortgage
futures contract of a specified contract month at a strike price set at the time
the option was purchased. The seller of one (1) Mortgage futures put option
incurs the obligation of assuming a long position in one (1) Mortgage futures
contract of specified contract month at a strike price set at the time the
option was sold, upon exercise by a put option buyer. (04/01/01)

4802.02  Nature of Mortgage Futures Call Options - The buyer of one (1) Mortgage
futures call option may exercise his option at any time prior to expiration
(subject to Regulation 4807.01), to assume a long position in one (1) Mortgage
futures contract of a specified contract month at a strike price set at the time
the option was purchased. The seller of one (1) Mortgage futures call option
incurs the obligation of assuming a short position in one (1) Mortgage futures
contract of a specified contract month at a strike price set at the time the
option was sold, upon exercise by a call option buyer. (04/01/01)

4803.01  Trading Unit - One (1) Mortgage futures contract of a specified
contract month on the Board of Trade of the City of Chicago, Inc. (04/01/01)

4804.01  Striking Prices - Trading shall be conducted for put and call options
with strike prices in integral multiples of one-half (1/2) point per Mortgage
futures contract. At the commencement of trading for such option contracts, the
following strike prices shall be listed: one with a strike price closest to
the previous day's settlement price on the underlying Mortgage futures contract,
the next fifteen (15) consecutive higher and the next fifteen (15) consecutive
lower strike prices closest to the previous day's settlement price; and all
strike prices listed for all other option contract months listed at the time.
If the previous day's settlement price is midway between two strike prices, the
closest price shall be the larger of the two. When a sale in the underlying
Mortgage futures contract occurs at a price greater than or equal to the
fifteenth largest strike price, a new strike price one increment higher than the
existing strike prices will be added. When a sale in the underlying Mortgage
futures contract occurs at a price less than or equal to the fifteenth
smallest strike price, a new strike price one increment lower than the existing
strike prices will be added. When a strike price is added for an option contract
month, the same strike price will be added to all option contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of strike prices
as it deems appropriate in order to respond to market conditions. (04/01/01)

                                     4802


                            Ch48 Trading Conditions
                            -----------------------

4805.01   Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (04/01/01)

4806.01   Option Premium Basis - The premium for Mortgage futures options shall
be in multiples of points and quarters of 1/32 of one point, or seven dollars
and eighty one and one-quarter cents ($7.8125), rounded up to the nearest one
cent, with one point equal to $1,000.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(04/01/01)

**4807.01 Exercise of Option - The buyer of a Mortgage futures option may
exercise the option on any business day up to and including the day such option
expires by giving notice of exercise to the Clearing House by 6:00 p.m. Chicago
time, or by such other time designated by the Board of Directors, on such day.
In-the-money options** that have not been liquidated or exercised on the last
day of trading in such option shall be automatically exercised in the absence of
contrary instructions delivered to the Clearing House by 6:00 p.m. Chicago time,
or by such other time designated by the Board of Directors, on the last day of
trading by the clearing member representing the option buyer.

**An option is in-the-money if the settlement price of the underlying futures
contract is less in the case of a put, or greater in the case of a call, than
the exercise price of the option. (04/01/01)

4808.01   Expiration of Option - Unexercised Mortgage futures options shall
expire at 6:00 p.m. Chicago time on the day of termination of trading. (See
Regulation 4813.01.) (04/01/01)

4809.01   Months Traded In - Trading shall be conducted in the nearest four
calendar months.) (04/01/01)

4810.01   Trading Hours - The hours of trading for options on Mortgage Futures
shall de determined by the Board. Trading in an expiring option contract shall
cease at 2:00 p.m. Chicago time on the last trading day of said option contract.
Mortgage futures options shall be opened and closed for all months and strike
prices simultaneously or in such a manner as the Regulatory Compliance Committee
shall direct. On the last day of trading in an expiring option, the expiring
Mortgage futures options shall be closed with a public call, made strike price
by strike price, conducted by such persons as the Regulatory Compliance
Committee shall direct. (04/01/01)

4811.01   Position Limits and Reportable Positions - (See Regulation 425.01)
          (04/01/01)

4812.01   Margin Requirements - (See Regulation 431.05) (04/01/01)

4813.01   Last Day of Trading - The last trading day shall be two business days
before Notification day for To-Be-Announced delivery Class A mortgage-backed
securities (where Notification Day for To-Be-Announced delivery of Class A
mortgage-backed securities shall be as defined by the Bond Market Association).
04/01/01)

4850.02   Disclaimer - Mortgage futures and futures options are not sponsored or
sold by any agent employed by the Exchange to administer the Current Mortgage
Price Index or by any of the various dealers that evaluate mortgage-backed
securities for purposes of calibrating or evaluating the Current Mortgage Price
Index ("Entities"). These Entities make no representation or warranty, express
or implied, to the owners of Mortgage futures or futures options or any member
of the public regarding the advisability of trading in Mortgage futures options.
These Entities have no obligation to take the needs of the Board of Trade of the
City of Chicago, Inc. or the owners of Mortgage futures and futures options into
consideration in determining, composing, or calculating the Current Mortgage
Price Index. These Entities are not responsible for and have not participated in
the determination of when Mortgage futures and futures options are listed for
trading and (in the case of futures options) at what strike prices or in the
determination or calculation of how such Mortgage futures and futures options
may be converted into cash. These Entities have no obligation or liability in
connection with the administration, marketing, or trading or Mortgage futures
and futures options.

THESE ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., DO NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE CURRENT MORTGAGE PRICE
INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. THESE ENTITIES, AND THE BOARD OF TRADE OF
THE CITY OF CHICAGO, INC., MAKE NO WARRANTY EXPRESS OR

                                     4803


                            Ch48 Trading Conditions
                            -----------------------


IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BOARD OF TRADE OF THE CITY OF
CHICAGO, INC., OWNERS OF MORTGAGE FUTURES AND FUTURES OPTIONS, OR ANY OTHER
PERSON OR ENTITY, FROM THE USE OF THE CURRENT MORTGAGE PRICE INDEX OR ANY DATA
INCLUDED THEREIN. THESE ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF CHICAGO,
INC., MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE CURRENT MORTGAGE PRICE INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THESE ENTITIES, OR THE
BOARD OF TRADE OF THE CITY OF CHICAGO, INC., HAVE ANY LIABILITY FOR LOST PROFITS
OR INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO
THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE
ENTITIES AND BETWEEN THESE ENTITIES AND THE BOARD OF TRADE OF THE CITY OF
CHICAGO, INC. (04/01/01)



================================================================================
Chapter 53
CBOT(R) Dow Jones Composite Average(SM) Index Futures
================================================================================
                                                                         
     Ch 53 Trading Conditions............................................   5302
          5301.00  Authority.............................................   5302
          5302.01  Application of Regulation.............................   5302
          5303.01  Emergencies, Acts of God, Acts of Government..........   5302
          5304.01  Unit of Trading.......................................   5302
          5305.01  Months Traded In......................................   5303
          5306.01  Price Basis...........................................   5303
          5307.01  Hours of Trading......................................   5303
          5308.01  Price Limits and Trading Halts........................   5303
          5309.01  Last Day of Trading...................................   5303
          5309.02  Liquidation During the Delivery Month.................   5303
          5310.01  Margin Requirements...................................   5303
          5312.01  Position Limits and Reportable Positions..............   5303

     Ch 53 Delivery Procedures...........................................   5304
          5336.01  Standards.............................................   5304
          5342.01  Delivery on Futures Contracts.........................   5304
          5342.02  Final Settlement Price................................   5304
          5342.03  The Final Settlement Day..............................   5304
          5347.01  Payment...............................................   5304
          5348.01  Disclaimer............................................   5304
 

                                     5301


================================================================================
Chapter 53
CBOT(R) Dow Jones Composite Average(SM) Index/1/
Futures
================================================================================

Ch 53 Trading Conditions

5301.00   Authority -  (See Regulation 1701.00.) (08/01/00)


5302.01   Application of Regulation - Futures transactions in CBOT(R) Dow Jones
          Composite Average(SM) Index contracts shall be subject to the general
          rules of the Association as far as applicable and shall also be
          subject to the regulations contained in this chapter, which are
          exclusively applicable to trading in CBOT(R) Dow Jones Composite
          Average(SM) Index contracts. (08/01/00)

5303.01   Emergencies, Acts of God, Acts of Government If the delivery or
          acceptance or any precondition or requirement of either, is prevented
          by strike, fire, accident, act of government, act of God or other
          emergency, the seller or buyer shall immediately notify the Chairman.
          If the Chairman determines that emergency action may be necessary, he
          shall call a special meeting of the Board and arrange for the
          presentation of evidence respecting the emergency condition. If the
          Board determines that an emergency exists, it shall take such action
          under Rule 180.00 as it deems necessary under the circumstances and
          its decision shall be binding upon all parties to the contract.
          (08/01/00)

5304.01   Unit of Trading The unit of trading shall be $20.00 times the Dow
          Jones Composite Average(SM) Index.. The Dow Jones Composite
          Average(SM) Index is a market capitalization-weighted index consisting
          of 65 blue-chip stocks. (08/01/00)

________________________
     /1/ "Dow Jones", "Dow Jones Composite Average" and "DJCA" are service marks
of Dow Jones & Company, Inc. and have been licensed for use for certain purposes
by the Board of Trade of the City of Chicago (CBOT(R)). The CBOT's futures and
futures options contracts based on the Dow Jones Composite Average are not
sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no
representation regarding the advisability of trading in such product(s).

                                     5302


                           Ch 53 Trading Conditions
                           ------------------------

5305.01   Months Traded In - The months listed for trading are March, June,
          September and December, at the discretion of the Exchange. (08/01/00)

5306.01   Price Basis - The price of the CBOT(R) Dow Jones Composite Average(SM)
          Index futures shall be quoted in points and 1/2 points. One point
          equals $20.00 and one-half of one point equals $10.00. The minimum
          price fluctuation shall be one-half of one point per contract.
          Contracts shall not be made on any other price basis. (08/01/00)

5307.01   Hours of Trading - The hours of trading for future delivery in CBOT(R)
          Dow Jones Composite Average(SM) Index futures shall be determined by
          the Board. (08/01/00)

          The market shall be opened and closed for all months simultaneously,
          or in such other manner as the Regulatory Compliance Committee shall
          direct. (08/01/00)

5308.01   Price Limits and Trading Halts - (See Regulation 1008.01.) (08/01/00)

5309.01   Last Day of Trading - The last day of trading in CBOT(R) Dow Composite
          AverageSM Index futures contracts deliverable in the current delivery
          month shall be the trading day immediately preceding the final
          settlement day (as described in Regulation 4542.03). (08/01/00)

5309.02   Liquidation During the Delivery Month - After trading in contracts for
          future delivery in the current delivery month has ceased, in
          accordance with Regulation 4509.01 of this chapter, outstanding
          contracts for such delivery shall be liquidated by cash settlement as
          prescribed in Regulation 4542.01. (08/01/00)

5310.01   Margin Requirements - (See Regulation 431.03.) (08/01/00)

5312.01   Position Limits and Reportable Positions - (See Regulation 425.01.)
          (08/01/00)

                                     5303


Ch 53 Delivery Procedures

5336.01   Standards - The contract grade shall be the final settlement price (as
          described in Regulation 4542.02) of the Dow Jones Composite AverageSM
          Index on final settlement day (as described in Regulation 4542.03).
          (08/01/00)

5342.01   Delivery on Futures Contracts - Delivery against the CBOT(R) Dow Jones
          Composite Average(SM) Index futures contract must be made through the
          Clearing Corporation. Delivery under these regulations shall be on the
          final settlement day (as described in regulation 4542.03) and shall be
          accomplished by cash settlement as hereinafter provided.

          Clearing members holding open positions in a CBOT(R) Dow Jones
          Composite Average(SM) Index futures contract at the time of
          termination of trading shall make payment to and receive payment
          through the Clearing Corporation in accordance with normal variation
          settlement procedures based on a settlement price equal to the final
          settlement price (as described in Regulation 4542.02). (08/01/00)

5342.02   Final Settlement Price - The final settlement price shall be
          determined on the final settlement day. The final settlement price
          shall be $20 times a Special Open Quotation (SOQ) of the Dow Jones
          Composite Average(SM) Index based on the opening prices of the
          component stocks in the index, or on the last sale price of a stock
          that does not open for trading on the regularly scheduled day of final
          settlement (as described in Regulation 4542.03).

          If the designated primary market for a component stock does not open
          on the day scheduled for the determination of the final settlement
          price, then the final settlement price shall be based on the next
          opening price for the component stock.

          If a component stock does not trade on the day scheduled for
          determination of the final settlement price while the primary market
          for the stock is open for trading, the last sale price of the stock
          will be used to calculate the final settlement price. (08/01/00)

5342.03   The Final Settlement Day - The final settlement day shall be defined
          as the third Friday of the contract month, or if the Dow Jones
          Composite Average(SM) is not scheduled to be published for that day,
          the first preceding business day for which the Dow Jones Composite
          Average(SM) is scheduled to be published. (08/01/00)

5347.01   Payment - (See Regulation 1049.04.) (08/01/00)

5348.01   Disclaimer

          CBOT(R) Dow Jones Composite Average(SM) Index futures and futures
          options are not sponsored, endorsed, sold or promoted by Dow Jones.
          Dow Jones makes no representation or warranty, express or implied, to
          the owners of CBOT(R) Dow Jones Composite Average(SM) Index futures
          and futures options contracts or any member of the public regarding
          the advisability of trading in CBOT(R) Dow Jones Composite Average(SM)
          Index futures and futures options contracts. Dow Jones' only
          relationship to the Exchange is the licensing of certain trademarks
          and trade names of Dow Jones and of the Dow Jones Composite
          Average(SM) which is determined, composed and calculated by Dow Jones
          without regard to the Chicago Board of Trade or CBOT(R) Dow Jones
          Composite Average(SM) Index futures and futures options contracts, Dow
          Jones has no obligation to take the needs of the Chicago Board of
          Trade or the owners of CBOT(R) Dow Jones Composite Average(SM) Index
          futures and futures options contracts into consideration in
          determining, composing or calculating the Dow Jones

                                     5304


                           CH 53 Delivery Procedures
                           -------------------------

          Composite Average(SM). Dow Jones is not responsible for and has not
          participated in the determination of the timing of, prices at, or
          quantities of CBOT(R) Dow Jones Composite Average(SM) Index futures
          and futures options contracts to be listed or in the determination or
          calculation of the equation by which CBOT(R) Dow Jones Composite
          Average(SM) Index futures and futures options contracts are to be
          converted into cash. Dow Jones has no obligation or liability in
          connection with the administration, marketing or trading of CBOT(R)
          Dow Jones Composite Average(SM) Index futures and futures options
          contracts.

          DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
          THE DOW JONES COMPOSITE AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND
          DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
          INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
          IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE CHICAGO BOARD OF TRADE,
          OWNERS OF CBOT(R) DOW JONES COMPOSITE AVERAGE(SM) INDEX FUTURES AND
          FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE
          OF THE DOW JONES COMPOSITE AVERAGE(SM) OR ANY DATA INCLUDED THEREIN.
          DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
          DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES COMPOSITE
          AVERAGE(SM) OR ANY DATA INCLUDED THEREIN, WITHOUT LIMITING ANY OF THE
          FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST
          PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES
          (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
          DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
          ARRANGEMENTS BETWEEN DOW JONES AND THE CHICAGO BOARD OF TRADE. BOARD
          OF TRADE. (08/01/00)

                                     5305


================================================================================
Chapter 57
Medium Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) (4 Years to 5 Years 3 Months)
================================================================================



                                                                                                         
         Ch57 Trading Conditions........................................................................... 5702
                5701.00      Authority..................................................................... 5702
                5702.01      Application of Regulation..................................................... 5702
                5703.01      Emergencies, Acts of God, Acts of Government.................................. 5702
                5704.01      Unit of Trading............................................................... 5703
                5705.01      Months Traded In.............................................................. 5703
                5706.01      Price Basis................................................................... 5703
                5707.01      Hours of Trading.............................................................. 5703
                5709.01      Last Day of Trading........................................................... 5703
                5709.02      Liquidation in the Last Seven Days of Delivery Months......................... 5703
                5710.01      Margin Requirements........................................................... 5703
                5712.12      Position Limits and Reportable Positions...................................... 5703
                5713.01      All-Or-None Orders............................................................ 5703

         Ch57 Delivery Procedures.......................................................................... 5704
                5736.01      Standards..................................................................... 5704
                5742.01      Deliveries of Futures Contracts............................................... 5704
                5742.02      Wire Failure.................................................................. 5704
                5746.01      Date of Delivery.............................................................. 5705
                5747.01      Delivery Notices.............................................................. 5705
                5748.01      Method of Delivery............................................................ 5705
                5749.00      Time of Delivery, Payment, Form of Delivery Notice............................ 5705
                5749.02      Buyer's Report of Eligibility to Receive Delivery............................. 5705
                5749.03      Seller's Invoice to Buyers.................................................... 5705
                5749.04      Payment....................................................................... 5705
                5749.05      Buyers Banking Notification................................................... 5705
                5750.00      Duties of Members............................................................. 5705
                5751.01      Office Deliveries Prohibited.................................................. 5705
                5754.00      Failure to Accept Delivery.................................................... 5706

         Ch57 Regularity of Banks.......................................................................... 5707
                5780.01      Banks......................................................................... 5707


                                     5701


================================================================================
Chapter 57
Medium Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac Reference Notes(SM)
(4 Years to 5 Years 3 Months)
================================================================================
*Note:  These contracts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch57 Trading Conditions

5701.00   Authority - (See Rule 1701.00) (02/01/01)

5702.01   Application of Regulation - Futures transactions in Medium Term Fannie
Mae(R) Benchmark Notes(SM) and Freddie Mac Reference Notes(SM) shall be subject
to the general rules of the Association as far as applicable and shall also be
subject to the regulations contained in this chapter, which are exclusively
applicable to trading in Medium Term Fannie Mae Benchmark Notes and Freddie Mac
Reference Notes. Medium Term Fannie Mae Benchmark Notes and Freddie Mac
Reference Notes are listed for trading by the Association pursuant to Commodity
Futures Trading Commission exchange certification procedures. (02/01/01)

5703.01   Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
Fannie Mae Benchmark Notes and/or Freddie Mac Reference Notes, it may, upon a
two-thirds vote under Rule 180.00, take such action as may be in the Board's
sole discretion appear necessary to prevent, correct or alleviate the condition.
Without limiting the foregoing or the authority of the Board under Rule 180.00,
the Board may:

     (1) designate as deliverable, callable Fannie Mae Benchmark Notes and
     Bonds, and/or Freddie Mac Reference Notes and Bonds otherwise meeting the
     specifications and requirements stated in this chapter;

     (2) designate as deliverable one or more issues of Fannie Mae Benchmark
     Notes and Freddie Mac Reference Notes and/or Fannie Mae Benchmark Bonds and
     Freddie Mac Reference Bonds having maturities shorter than four years, or
     longer than five year three months and otherwise meeting the specifications
     and requirements stated in this chapter; and/or

                                     5702


                              Regularity of Banks
                              -------------------

     (3) determine a cash settlement based on the current cash value of an 6%
     coupon rate, four year to five year three month Fannie Mae Benchmark Note
     and/or Freddie Mac Reference Note, as determined by using the current cash
     market yield curve for Fannie Mae Benchmark Notes and Freddie Mac Reference
     Notes on the last day of trading. (02/01/01)

5704.01   Unit of Trading - The unit of trading shall be Fannie Mae Benchmark
Notes or Freddie Mac Reference Notes having a face value at maturity of one
hundred thousand dollars ($100,000) or multiples thereof. (02/01/01)

5705.01   Months Traded In - Trading in Medium Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures may be scheduled in such months as
determined by the Exchange. (02/01/01)

5706.01   Price Basis - Minimum price fluctuations shall be in multiples of
one-half of one thirty-second (1/32) point per 100 points ($15.625 rounded up to
the nearest 1(cent) per contract) except for intermonth spreads, where minimum
price fluctuations shall be in multiples of one-fourth of one thirty-second
point per 100 points ($7.8125 per contract). Par shall be on the basis of 100
points. Contracts shall not be made on any other price basis. (02/01/01)


5707.01   Hours of Trading - The hours of trading for future delivery in Medium
Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes shall be
determined by the Board. On the last day of trading in an expiring future, the
closing time for such future shall be 12:00 noon (Chicago time), subject to the
provisions of the second paragraph of Rule 1007.00.

The market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct. (02/01/01)

5709.01   Last Day of Trading - No trades in Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures deliverable in the current month
shall be made during the last seven business days of that month and any
contracts remaining open must be settled by delivery or as provided in
Regulation 5709.02 after trading in such contracts has ceased. (02/01/01)

5709.02   Liquidation in the Last Seven Days of Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 5709.01 of this chapter, outstanding contracts may be
liquidated by the delivery of book-entry Fannie Mae Benchmark Notes or Freddie
Mac Reference Notes (Regulation 5742.01) or by mutual agreement by means of a
bona fide exchange of such current futures for actual Fannie Mae Benchmark Notes
or Bonds and/or Freddie Mac Reference Notes or Bonds or comparable instruments.
Such exchange must, in any event, be made no later than the fifth business day
immediately preceding the last business day of the delivery month. (02/01/01)

5710.01   Margin Requirements - (See Regulation 431.03) (02/01/01)

5712.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(02/01/01)

5713.01   All-Or-None Orders - The minimum threshold established for All-Or-None
orders in Medium Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac
Reference Notes(SM) futures and the Medium Term U.S. Treasury Note
Futures/Medium-Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) futures spreads is one hundred contracts. Such orders must be executed
in accordance with Regulation 331.03. (02/01/01)

                                     5703


                              Delivery Procedures
                              -------------------

Ch57 Delivery Procedures

5736.01   Standards - The contract grade for delivery on futures contracts made
under these regulations shall be non-callable Fannie Mae Benchmark Notes or
non-callable Freddie Mac Reference Notes which have an original issue size of at
least $3 billion and an original maturity of not more than five years three
months and which have a remaining maturity of not less than four years as
defined below. All notes delivered against a contract must be of the same issue.
For settlement, the time to maturity of a given issue is calculated in complete
one month increments (e.g., 4 years, 5 months, and 14 days is taken to be 4
years and 5 months) from the first day of the delivery month. The price at which
a note with this time to maturity and with the same coupon rate as this issue
will yield 6%, according to bond tables prepared by the Financial Publishing Co.
of Boston, Mass., is multiplied by the settlement price to arrive at the amount
at which the short invoices the long.
Fannie Mae Benchmark Notes and Freddie Mac Reference Notes deliverable against
futures contracts under these regulations must have semi-annual fixed coupon
payments.

Interest accrued on the notes shall be charged to the long by the short on the
basis of a 360-day year consisting of twelve 30-day months.

New issues of Fannie Mae Benchmark Notes and Freddie Mac Reference Notes which
satisfy the standards in this regulation shall be added to the deliverable grade
as they are issued. To be eligible for delivery in the current month, the newly
issued notes must have been issued and settled at least three business days
before the first eligible day for delivery (see 5742.01).

If during the issuance of notes Fannie Mae or Freddie Mac re-opens an existing
issue, thus rendering the existing issue indistinguishable from the newly issued
one, the older issue would be deliverable if it meets the following standards.
The reopening must have an original issue size of at least $3 billion, and meet
the maturity standards of this chapter at the time of the reopening.

The Exchange reserves the right to exclude any new issue from deliverable status
or to further limit outstanding issues from deliverable status. (06/01/01)

5742.01   Deliveries of Futures Contracts - Deliveries against Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall
be by book-entry transfer between accounts of Clearing Members at qualified
banks (Regulation 5780.01) in accordance with Department of Housing and Urban
Development Title 24 CFR Part 81. Delivery must be made no earlier than the
first business day of the month and no later than the last business day of the
month. Notice of intention to deliver shall be given to the Board of Trade
Clearing Corporation by 8:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on the second business day preceding
delivery day. In the event the long Clearing Member does not agree with the
terms of the invoice received from the short Clearing Member, the long Clearing
Member must notify the short Clearing Member, and the dispute must be settled by
9:30 a.m. (Chicago time) on delivery day. The short Clearing Member must have
contract grade Fannie Mae Benchmark Notes or Freddie Mac Reference Notes in
place at his bank in acceptable (to his bank) delivery form no later than 10:00
a.m. (Chicago time) on delivery day. The short Clearing Member must notify his
bank (Regulation 5780.01) to transfer contract grade Fannie Mae Benchmark Notes
or Freddie Mac Reference Notes by book-entry to the long Clearing Member's
account at the long Clearing Member's bank on a delivery versus payment basis.
That is, payment shall not be made until the notes are delivered. On delivery
day, the long Clearing Member must make funds available by 7:30 a.m. (Chicago
time) and notify his bank (Regulation 5780.01) to accept contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes and to remit federal funds to
the short Clearing Member's account at the short Clearing Member's bank
(Regulation 5780.01) in payment for delivery of the notes. Contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes must be transferred and
payment must be made before 1:00 p.m. (Chicago time) on delivery day. All
deliveries must be assigned by the Clearing Corporation. Where a commission
house as a member of the Clearing Corporation has an interest both long and
short for customers on its own books, it must tender to the Clearing Corporation
such notices of intention to deliver as it received from its customers who are
short. (02/01/01)

5742.02 Wire Failure - In the event that delivery cannot be accomplished because
of a failure of the Federal Reserve wire or because of a failure of either the
long Clearing Member's bank or the short Clearing Member's bank access to the
Federal Reserve wire, delivery shall be made before 9:30 a.m. (Chicago time) on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally

                                     5704


                              Delivery Procedures
                              -------------------

delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 5742.01 and 5749.04 and that all other provisions of
Regulations 5742.01 and 5749.04 have been complied with. (02/01/01)
5746.01   Date of Delivery - Delivery of Medium Term Fannie Mae Benchmark Notes
or Freddie Mac Reference Notes may be made by the short upon any permissible
delivery day of the delivery month the short may select. Delivery of Medium Term
Fannie Mae Benchmark Notes and Freddie Mac Reference Notes must be made no later
than the last business day of that month. (02/01/01)

5747.01   Delivery Notices - (See Regulation 1047.01) (02/01/01)

5748.01   Method of Delivery - (See Regulation 1048.01) (02/01/01)

5749.00   Time of Delivery, Payment, Form of Delivery Notice - (See Rule
          1049.00) (02/01/01)

5749.02   Buyer's Report of Eligibility to Receive Delivery - (See Regulation
          1049.02) (02/01/01)

5749.03   Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m. (Chicago time), or by such other time designated
by the Board of Directors, on the day of intention except on the last intention
day of the month, where such invoices shall be delivered to the Clearing House
by 3:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors. Upon receipt of such invoices, the Clearing House shall promptly make
them available to buyers to whom they are addressed, by placing them in buyers'
mail boxes provided for that purpose in the Clearing House. (02/01/01)

5749.04   Payment - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payment before 1:00 p.m. (Chicago
time) on the day of delivery, except on banking holidays when delivery must be
taken and payment made before 9:30 a.m. (Chicago time) the next business day.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
accordance with its by-laws and resolutions. (02/01/01)

5749.05   Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (Chicago time) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of Fannie Mae Benchmark Notes or Freddie Mac
Reference Notes. (02/01/01)

5750.00   Duties of Members - (See Rule 1050.00) (02/01/01)

5751.01   Office Deliveries Prohibited - (See Regulation 1051.01) (02/01/01)

5754.00   Failure to Accept Delivery - (See Rule 1054.00) (02/01/01)

                                     5705


                              Regularity of Banks
                              -------------------

Ch57 Regularity of Banks

5780.01   Banks - For purposes of these regulations relating to trading in
Medium Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes, the word
"Bank" (Regulation 5742.01) shall mean a U.S. commercial bank (either Federal or
State charter) that is a member of the Federal Reserve System and with capital
(capital, surplus and undivided earnings) in excess of one hundred million
dollars ($100,000,000). (02/01/01)

                                     5706




================================================================================================================
Chapter 58A
Medium Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac
Reference Notes(SM) Futures Options
================================================================================================================
                                                                                                        
         Ch 58A Trading Conditions.........................................................................5802A
                A5801.00     Authority.....................................................................5802A
                A5801.01     Application of Regulations....................................................5802A
                A5802.01     Nature  of  Medium  Term  Fannie  Mae  Benchmark  Note  and  Freddie  Mac
                             Reference Note Futures Put Options............................................5802A
                A5802.02     Nature  of  Medium  Term  Fannie  Mae  Benchmark  Note  and  Freddie  Mac
                             Reference Futures Call Options................................................5802A
                A5803.01     Trading Unit..................................................................5802A
                A5804.01     Striking Prices...............................................................5803A
                A5805.01     Payment of Option Premium.....................................................5803A
                A5806.01     Option Premium Basis..........................................................5803A
                A5807.01     Exercise of Option............................................................5803A
                A5807.02     Automatic Exercise............................................................5803A
                A5808.01     Expiration of Option..........................................................5804A
                A5809.01     Months Traded In..............................................................5804A
                A5810.01     Trading Hours.................................................................5804A
                A5811.01     Position Limits and Reportable Positions......................................5804A
                A5812.01     Margin Requirements...........................................................5804A
                A5813.01     Last Day of Trading...........................................................5805A


                                     5801A


================================================================================
Ch58A Trading Conditions
Medium Term Fannie Mae(R)Benchmark Notes(SM) and
Freddie Mac Reference Notes(SM) Futures Options
================================================================================

*Note:  These contacts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch58A Trading Conditions

A58601.00  Authority - (See Rule 2801.00) (02/01/01)
A5801.01 Application of Regulations - Transactions in put and call options on
Medium Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference
Note futures contracts. (See Rule 490.00.) Options on Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures are listed for trading
pursuant to Commodity Futures Trading Commission exchange certification
procedures. (02/01/01)

A5802.01     Nature of Medium Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Put Options - The buyer of one (1) Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation A5807.01), to
assume a short position in one (1) Medium Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month at a
striking price set at the time the option was purchased. The seller of one (1)
Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures put
option incurs the obligation of assuming a long position in one (1) Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract of a
specified contract month at a striking price set at the time the option was
sold, upon exercise by a put option buyer. (02/01/01)

A5802.02     Nature of Medium Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Call Options - The buyer of one (1) Medium Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures call option may
exercise his option at any time prior to expiration (subject to Regulation
A5807.01), to assume a long position in one (1) Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures contract of a specified contract
month at a striking price set at the time the option was purchased. The seller
of one (1) Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note
futures call option incurs the obligation of assuming a short position in one
(1) Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (02/01/01)

A5803.01     Trading Unit - One (1) Medium Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month on the
Chicago Board of Trade. (02/01/01)

A5804.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one-half (1/2) point per Medium
Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract.
At the commencement of trading for such option contracts, the following strike
prices shall be listed: one with a striking price closest to the previous day's
settlement price on the underlying Medium Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract, the next twelve consecutive higher
and the next twelve consecutive lower striking prices closest to the previous
day's settlement price; and all strike prices listed for all other option
contract months listed at that time. If the previous day's settlement price is
midway

                                     5802A


                           Ch58A Trading Conditions
                           ------------------------

between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Medium Term Fannie Mae Benchmark Note and Freddie
Mac Reference Note futures contract occurs at a price greater than or equal to
the twelfth largest striking price, a new striking price one increment higher
than the existing striking prices will be added. When a sale in the underlying
Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures
contract occurs at a price less than or equal to the twelfth smallest striking
price, a new striking price one increment lower than the existing striking
prices will be added. When a new strike price is added for an option contract
month, the same strike price will be added to all options contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (02/01/01)

A5805.01   Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (02/01/01)

A5806.01   Option Premium Basis - The premium for Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures options shall be in
multiples of one sixty-fourth (1/64) of one point ($1,000) of a Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract which
shall equal $15.63 per 1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (e.g., 10.0%, 10.1%, 10.2%, etc.). (02/01/01)

A5807.01   Exercise of Option - The buyer of a Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures option may exercise the option on
any business day prior to expiration by giving notice of exercise to the
Clearing Corporation by 6:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. (Chicago time)
on the expiration date:

i)         to correct errors or mistakes made in good faith;

ii)        to take appropriate action as the result of unreconciled Exchange
           option transactions; and

iii)       in exceptional cases involving a customer's inability to communicate
           to the member firm exercise instructions or the member firm's
           inability to receive such instructions prior to 6:00 p.m. (Chicago
           time) on the last day of trading. (02/01/01)

A5807.02   Automatic Exercise - Notwithstanding the provisions of Regulation
5807.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the last day of trading, except that such notice may be given to
the Clearing Corporation prior to 10:00 a.m. (Chicago time) on the expiration
date:

i)         to correct errors or mistakes made in good faith;

ii)        to take appropriate action as the result of unreconciled Exchange
           option transactions; and

iii)       in exceptional cases involving a customer's inability to communicate
           to the member firm

                                     5803A


                           Ch58A Trading Conditions
                           ------------------------

           exercise instructions or the member firm's inability to receive such
           instructions prior to 6:00 p.m. (Chicago time) on the last day of
           trading. (02/01/01)

A5808.01   Expiration of Option - Unexercised Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures options shall expire at 10:00 a.m.
(Chicago time) on the first Saturday following the last day of trading.
(02/01/01)

A5809.01   Months Traded In - Trading in Medium Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures options may be scheduled in such months
as determined by the Exchange. For options that are traded in months in which
Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures are
not traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the October or November option contract is the December futures
contract. (02/01/01)

A5810.01   Trading Hours - The hours of trading of options on Medium Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall be
determined by the Board. On the last day of trading in an expiring option, the
closing time for such option shall be the same as the close of trading of the
Regular Daytime open outcry trading session for the corresponding Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures options shall
be opened and closed for all months and strike prices simultaneously or in such
a manner as the Regulatory Compliance Committee shall direct. (02/01/01)

A5811.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(02/01/01)

A5812.01   Margin Requirements - (See Regulation 431.05)  (02/01/01)

                                     5804A


                           Ch58A Trading Conditions
                           ------------------------

A5813.01   Last Day of Trading - No trades in Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures put and call options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures contract on the last
Friday which precedes by at least five business days the last business day of
the month preceding the option month./1/ If such Friday is not a business day,
or there is a Friday which is not a business day which precedes by four business
days the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday./1/ (02/01/01)



__________________________

/1/ Starting with the June 2001 listing, the Last Day of Trading will be "the
last Friday which precedes by at least two business days the last business day
                                       ---
of the month preceding the option month. If such a Friday is not a business day,
or there is a Friday which is not a business day which precedes by one business
                                                                   ---
day the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday."

                                     5805A


Appendix Summary


------------
 APPENDIX

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


Appendix Summmary

APPENDIX SUMMARY

1.      Reserved
2.      Summary of Membership Privileges
3.      Exchange Floor Operations and Procedures
        A.  Guidelines for Guests and Visitors While on the Exchange Floor of
the Chicago Board of Trade
        B.  Instructions for Floor Clerk Access to the Floor of the Board of
Trade of the City of Chicago
        C.  Dress Code
        D.  Pit Openings and Closings
        E.  Contract Month Symbols
        F.  Reserved
        G.  Guidelines - Badge Validation and Return
4.      Futures Commission Merchants
        A.  Reserved
        B.  Reserved
        C.  Minimum Financial Requirements - Non-FCM Member Firms
        D.  Reserved
        E.  Financial Requirements for Agricultural Regularity
5.      Reserved
6.      Arbitration Fees
        A.  Member Claims
        B.  Non-Member Claims
7.      Reserved
8.      Reserved
9.      Reserved
9B.     Implementation Regulations of C-cbot
10.     Grains
        A.  Regular Warehousemen - Chicago and Burns Harbor Switching Districts
        B.  Regular Warehousemen - St. Louis-East St. Louis and Alton Switching
Districts
        C.  Regular Warehousemen - Minneapolis and St. Paul Switching Districts
        D.  Regular Warehousemen - Toledo, Ohio Switching District
        E.  Storage Rates
        F.  Reciprocal Switching Charges within Chicago, IL and Burns Harbor, IN
        G.  Grain Load-Out Procedures
10C(A)  Corn and Soybean Shipping Stations
10S(A)  Soybean Only Shipping Stations
11.     Soybean Oil
        A.  Regular Shippers
        B.  Differentials
12.     Soybean Meal
        A.  Regular Shippers
        B.  Differentials
13. Reserved
14.     Silver
        A.  Approved Brands
        B.  Regular Vaults
        C.  Regular New York Vaults
        D.  Storage Rates
        E.  Official Assayers
15.  Gold
        A.  Approved Brands
        B.  Regular Vaults
        C.  Storage Rates
        D.  Official Assayers
        E.  Approved Sources & Vaults
16. Reserved
17. Government National Mortgage Association (GNMA) Collateralized Depositary
    Receipt (CDR)


         A.  Approved Depositaries
         B.  Approved Originators
18.     Reserved
19.     Pricing Brokers/Bond Buyer Municipal Bond Index
20-36.       Reserved
37.     Rough Rice
        A.  Mill Site Warehouses
        B.  Rough Rice Regular Warehouses Delivery Differentials
        C.  Definitions
        D.  Minimum Financial Requirements for Rough Rice Regularity
39-46.  Reserved
47.     Mortgage Futures Price Evaluation Providers


                                  Appendix 2

APPENDIX 2



------------------------------------------------------------------------------------------------
                                      COMMITTEE              CBOE TRADING           DISSOLUTION
                     VOTE           APPOINTMENTS              PRIVILEGES               RIGHTS
------------------------------------------------------------------------------------------------
                                                                    
FULL              Yes          Yes                               Yes                    Yes
------------------------------------------------------------------------------------------------
AM                Yes          Yes                                No                1/6 of Full
                  (1/6)                                                            Members Share
------------------------------------------------------------------------------------------------
COM               None         As Advisor                         No                .005 of Full
                                                                                   Members Share
------------------------------------------------------------------------------------------------
GIM               None         As Advisor                         No                .11 of Full
                                                                                   Members Share
------------------------------------------------------------------------------------------------
IDEM              None         As Advisor                         No                .005 of Full
                                                                                   Members Share
------------------------------------------------------------------------------------------------
DELEGATES         None         Member of specified          Only for Full              None
                               committees; Advisor on          Delegate
                               others
------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                              TRADING PRIVILEGES                  COMMUNICATION FROM EXCHANGE FLOOR
                                                      
-------------------------------------------------------------------------------------------------------
FULL                All CBOT (& CBOE) Contracts             Allowed in all contracts
-------------------------------------------------------------------------------------------------------
AM                  All Existing & Prospective Futures &    Allowed only in contracts for which Trading
                    Option Contracts in Government          Privileges are specified
                    Instruments Mkt., Index, Debt &
                    Energy Mkt., & Comm. Options Mkt.
-------------------------------------------------------------------------------------------------------
COM                 All Options Contracts listed on the     Allowed only in contracts for which Trading
                    Exchange                                Privileges are specified
-------------------------------------------------------------------------------------------------------
GIM                 U.S. T-Bond, U.S. T-Note (6-10 yr.),    Allowed only in contracts for which Trading
                    (5 yr.), (2 yr.), & Agency Note         Privileges are specified
                    (Long-Term and Medium Term) &
                    Mortgage futures
-------------------------------------------------------------------------------------------------------
IDEM                30-Day Fed Funds, CBOT(R) DJIA(SM)      Allowed only in contracts for which Trading
                    Index, DJTA(SM) Index, DJUA(SM) Index,  Privileges are specified
                    DJCA(SM) Index Muni Bond Index & Gold
                    futures
-------------------------------------------------------------------------------------------------------
DELEGATES           Those contracts authorized for the      In those contracts authorized for the
                    specific Membership or Membership       Membership or Interest delegated
                    Interest.
-------------------------------------------------------------------------------------------------------


                                  Page 1 of 2


                                  Appendix 2

                       CBOT(R) TRADING PRIVILEGE SUMMARY
                       ---------------------------------
                                (as of 06-01-01)
FULL MEMBERSHIP
----------------
-  All futures & options.
   ----------------------

ASSOCIATE MEMBERSHIP
--------------------
-  Treasury Bond, Long-Term Treasury Note, Medium-Term Treasury Note, Short Term
   Treasury Note, Long-Term Agency Note, Medium-Term Agency Note, Municipal
   Bond Index, Mortgage and CBOT(R) DJIA(SM) futures and options.
                                             -------------------

-  30-Day Fed Fund, Gold, CBOT(R) DJTA(SM), DJUA(SM) and DJCA(SM) futures;
                                                                  -------

-  Corn, Oat, Rough Rice, Soybean, Soybean Meal, Soybean Oil, Silver and Wheat
   options;
   -------

-  Silver futures (pit trading only) (to 09-28-02).
          -------

GIM MEMBERSHIP INTEREST
-----------------------

-  Treasury Bond, Long-Term Treasury Note, Medium-Term Treasury Note, Short Term
   Treasury Note, Long-Term Agency Note, Medium-Term Agency Note and Mortgage
   futures;
   -------

-  CBOT(R) DJIA(SM) futures & options (to 12-31-01);
                    -------   -------
-  CBOT(R) DJTA(SM), DJUA(SM) and DJCA(SM) futures (to 12-31-01).
                                 -------
-  Mortgage options (to 12-31-03)
            -------

IDEM MEMBERSHIP INTEREST
------------------------

-  30-Day Fed Fund, Municipal Bond Index, Gold, CBOT(R) DJIA(SM), DJTA(SM),
   DJUA(SM), and DJCA(SM) futures;
                          -------

-  Short-Term Treasury Note futures and options (pit trading only) (to 12-31-
                            -------------------
   01);

-  Municipal Bond Index options (pit trading only) (to 12-31-01);
                        -------

-  CBOT(R) DJIA(SM) options (to 12-31-01);
                    -------

-  Silver futures & options (pit trading only)  (to 09-28-02).
          -----------------

-  Mortgage futures and options (to 12-31-03)
            -------------------

COM MEMBERSHIP INTEREST
-----------------------

-  Treasury Bond, Long-Term Treasury Note, Medium-Term Treasury Note, Short Term
   Treasury Note, Long-Term Agency Note, Medium-Term Agency Note, Municipal Bond
   Index, Mortgage, CBOT(R) DJIA(SM), Corn, Oat, Rough Rice, Soybean, Soybean
   Meal, Soybean Oil, Silver and Wheat options;
                                       -------

-  CBOT(R) DJIA(SM), DJTA(SM), DJUA(SM), and DJCA(SM) futures (to 12-31-01).
                                                      -------

-  Mortgage futures (to 12-31-03).
            -------

                                  Page 2 of 2


                                  Appendix 3A


APPENDIX 3A - GUIDELINES FOR GUESTS AND VISITORS WHILE ON THE EXCHANGE FLOOR OF
THE CHICAGO BOARD OF TRADE

1.   Bringing guests on the Exchange Floor is a privilege extended to all
     members who comply with the Rules pertaining thereto.

2.   Guests shall be admitted to the Exchange Floor between 1/2 hour before the
     opening on each Floor and 1/2 hour after the close on each Floor.

3.   No more than 50 guests shall be allowed on the Exchange Floor at any one
     time during trading hours.

4.   A member may reserve a time for five guests, which reservation will be held
     no longer than ten minutes. Such reservation privileges will be denied if
     they are abused.

5.   Guests must be accompanied by a member at all times. Both the guest and the
     host member will sign on to and off of the Floor. The guest will wear, on
     visible display, a guest badge. The member will be responsible for the
     guest's conduct on the Floor.

     6.  A)   A guest may remain on the Floor for a period of 30 minutes; if he
     has not signed out, he will be paged. It will be the member's
     responsibility to see that the guest leaves the Floor within five minutes
     of being paged and that the guest returns the badge to the Service Desk on
     the 4th Floor. Failure to return the guest badge immediately will subject
     the member to a minimum fine of twenty-five dollars.

         B)   At the end of the initial 30 minutes, a guest may ask to extend
     his visit for (a) subsequent period(s) of 30 minutes, although such
     extension(s) will not be granted if there are more than 50 guests on the
     Floor at any one time.

         C)   If necessary, an All Day Guest Pass may be obtained for a foreign
     visitor, firm executive, firm branch employee, customer or consultant (and
     other persons with the approval of the Floor Conduct Committee Chairman) by
     completing a short application form at the fourth floor Service Desk.
     Except for the 30-minute time limit, the same guidelines apply to All Day
     Guests, including the requirement that they be accompanied at all times by
     a member.

7.   No privileges other than admittance to the Floor any be extended to a
     guest. A guest is specifically prohibited from performing any functions of
     an employee of a member or of a member firm. Entering a trading pit, using
     a telephone, using the market display equipment and blocking the area are
     also prohibited.

8.   Guests of management for business purposes only shall be allowed in the
     Exchange Floor.

9.   The President of the Exchange may issue special permits beyond the above
     limit (five individuals) when he deems it in the interest of the Exchange
     to do so. On a case-by-case basis, he may schedule admission to the Floor
     for small groups who have made appropriate arrangements.

     (Tour Groups: can be no larger than 12, can visit between the hours of
     10:30 a.m. and 12:15 p.m., must be escorted at all times, are limited to 15
     minutes per tour, will be limited to no more than two groups on the Floor
     at any one time, and all such groups must be coordinated through the
     Communications Department.)

10.  No other guests of staff members may be allowed on the Exchange Floor.

11.  Members shall accompany guests in the Member's cafeteria.

12.  No guests may be allowed on the Exchange Floor more than five times in one
     month.

13.  No guest may be allowed on the Exchange Floor who is under twelve years of
     age.

14.  Members who violate and/or allow their guest(s) to violate any of these
     guidelines may be denied visitor's privileges for a period of up to six
     months and/or fined appropriately.

                                 Page 1 of 1


                                  Appendix 3B

APPENDIX 3B - INSTRUCTIONS FOR FLOOR CLERK ACCESS TO
THE FLOOR OF THE BOARD OF TRADE OF THE CITY OF CHICAGO

     Please be advised that access to the Floor of the Board of Trade of the
City of Chicago (hereinafter referred to as the Exchange) is a right of
membership. Associate Members and GIM, IDEM and COM Membership Interest Holders
have floor access rights only with respect to specified contracts (See Rules
211.00, 291.00, 292.00 and 293.00). Any and all access by non-members is solely
a privilege extended by the membership for the strictly limited purposes
outlined below. Any violation of any of these instructions shall be just cause
for the revocation of the privilege.

     Functions and Responsibilities of Floor Clerks on the Exchange Floor:
A.   Floor Clerks and Trainee-Floor Clerks may perform only the following duties
     and no others while on the Floor of the Exchange:

          1.  Receive messages (including trading cards and written orders) from
     their employers or members representing such employers;

          2.  Deliver said messages (including trading cards and written orders)
     and communicate orders to the pit from their position or communication
     instrument by use of hand signals or verbal communication;

          3.  Write broker's cards from endorsed orders, endorse orders from
     broker's cards and write the brokers' acronym on the broker's order, during
     trading hours on the Exchange Floor and for a reasonable period of time
     thereafter;

          4.  Operate order processing terminals;

          5.  Receive and write up orders from, and report order status to,
     their employers and their employers' duly registered Associated Persons,
     Introducing Brokers, proprietary traders and customers with respect to
     commodities traded on the Floor;

          6.  Communicate information of any nature directly to an individual
     Member, provided that the information communicated may only concern a
     contract which is within that individual Member's membership category;

          7.  Communicate information of any nature to a trader who is trading
     for the proprietary account of the clerk's member firm employer or for the
     proprietary account of a firm which has one of the following relationships
     to the clerk's member firm employer:

              - 100% parent firm;

              - Wholly owned subsidiary; or

              - Affiliate through a common 100% parent firm;

          8.  Provide market information (not the clerk's own personal opinion)
     regarding activities on the Floor to any of the following:

              -     duly registered Associated Persons of the clerk's member
     firm employer;

              -     duly registered Introducing Brokers of the clerk's member
     firm employer; and

              -     established customers of the clerk's member firm employer;

              For the purposes of this section 8., an "established customer"
     shall be defined as an individual or entity which has an open and active
     trading account with the clerk's member firm employer.

              A clerk may initiate contact with any of the foregoing to provide
     market information provided that the clerk expresses no personal opinion
     regarding market direction or specific trades.

              A clerk may relay the opinions of a member or of the clerk's
     member firm employer with the prior approval of such member or member firm
     employer to any of the following:

                    -     duly registered Associated Persons of the clerk's
     member firm employer;

                    -     duly registered Introducing Brokers of the clerk's
     member firm employer; and

                                  Page 1 of 5


                                  Appendix 3B

               -    established customers of the clerk's member firm employer.

          9.  Initiate contact with a customer of the clerk's member firm
     employer to report the status of that customer's order;

Floor Clerks and Trainee-Floor Clerks may not, while on the Floor of the
Exchange, perform any other duties except those explicitly prescribed above.
The following Exchange Floor activities are permissible only for members and
only with respect to the contracts in which they have membership privileges.
The following activities are prohibited for Floor Clerks and Trainee Floor
Clerks:

          1.  Soliciting customer business;

          2.  Trading for their own accounts or having any interest in a trading
     account, except as prescribed in Regulation 301.05;

          3.  Being an RCR or an Associated Person, a Commodity Pool Operator or
     a Commodity Trading Advisor under the Commodity Exchange Act.

          4.  Initiating orders or trades of any sort, including arbitrage;

          5.  Exercising discretion of any sort with respect to any order,
     including arbitrage;

          6.  Loitering by or in the trading pits;

          7.  Being compensated on a commission or per contract basis.

B.   Trade Checkers (only) may perform only the following duty and no others
     --------------
     while on the Floor of the Exchange.

          1.  Check and reconcile trades of, for, and on behalf of their member
     firm employers. Absent extraordinary circumstances, the Floor Governors
     Committee would expect such Trade Checkers to be off the Floor of the
     Exchange by 10:30 a.m.

              This 10:30 a.m. limitation does not apply to floor clerks who are
     employed by individual members.

Trade Checkers may not, while on the Floor of the Exchange, perform any other
                   ----
duties except that explicitly prescribed above.  The following is a list of the
most common abuses of the Trade Checker privilege:

          1.  Loitering by or in the trading pits or congregating in unassigned
     areas;

          2.  Communicating in any manner with members or member firms;

          3.  Entering verbal orders with members or member firms;

          4.  Trading for their own accounts;

          5.  Being or acting in any other capacity, including chartist, with a
     member or member firm;

          6.  Being an RCR or Associated Person under the Commodity Exchange
     Act, as amended by the Commodity Futures Trading Commission Act of 1974.

C.   Personnel

          1.  Emergency Personnel - See Floor Clerks and Trainee-Floor Clerks
     (Paragraph A above);

          2.  Summer Personnel - See Floor Clerks and Trainee-Floor Clerks
     (Paragraph A above);

D.   Registered Commodity Representatives (RCRs) and Applicant Observers may
     -------------------------------------
     perform only the following duty and no other while on the Floor of the
     Exchange:

          1.  Observe the various floor activities of the members and other
     privileged non-members who have been allowed access to the Floor.  Such
     observation shall be limited to a period of two weeks (ten market days).

RCR Observers and Applicant Observers may not, while on the Floor of the
Exchange, perform any other duties except that explicitly prescribed above.  The
following are the areas most prone to abuse and which the RCR Observer and
Applicant Observer must be especially aware of:

          1.  Loitering by or in the Trading pits or congregating in unassigned
     areas;

                                 Page 2 of 5


                                  Appendix 3B

          2.  Answering phones;

          3.  Placing verbal orders with members of member firms;

          4.  Writing orders;

          5.  Trading for their own accounts;

          6.  Being or acting in  any other capacity, including chartist, with a
     member or member firm.

E.   The Floor Conduct Committee has established a special broker assistant
     badge, in addition to a regular floor clerk badge, and has set up the
     following guidelines to be used in issuing this special badge.

              A broker assistant badge will only be issued for the following
     purposes:

          -   a broker having a high volume of orders and who needs an assistant
              to hold and sort the orders;

          -   Consistent with these duties, a broker assistant also may
              communicate market information by means of hand signals and verbal
              communication.

              A badge will not be issued if used for the following reasons:

          -   card counting - if a floor clerk is a card counter, he/she must
              quickly enter and take the cards and count them outside of the pit
              and;

          -   Information - a floor clerk who obtains information about other
              brokers or another commodity.

     Please keep in mind that the abuses of the floor clerk badge will still be
     upheld for those issued a broker assistant badge, as follows:

          1.  Loitering by or in the trading pits or congregating in unassigned
              areas.

          2.  Not properly displaying their assigned floor badges.

          3.  Trading for their own accounts.

          4.  Being or acting in any other capacity, including chartist, with a
              member or member firm. A limited exception to this provision
              applies, only with respect to agricultural markets, as follows.
              Clearing firms may arrange with floor brokers to place clearing
              firm floor clerks in pits to perform broker assistant
              responsibilities for such floor brokers when conditions of high
              volume/high volatility occur. Such arrangements must be registered
              with the Exchange as prescribed by the Exchange. Under these
              arrangements, clearing firms will continue to be responsible for
              these clerks' supervision and compensation. When conditions of
              high volume/high volatility are not present, such clerks will
              return to their normal duties on behalf of their clearing firm
              employers.

          5.  Being an Associated Person under the Commodity Exchange Act, as
              amended by the Commodity Futures Trading Commission Act of 1974.

     The committee advises members that the Board of Directors gave fining
     authority to the Floor Conduct Committee of up to $500 for conduct
     violations of Floor Employees of Members.  The fining authority begins
     December 21, 1981.

     Your cooperation in this matter would be greatly appreciated.

F.   The Exchange has established guidelines regarding the use of headsets in
     the Trading Pits:

          1.  Brokers' Assistants and Floor Clerks with headset privileges shall
     be subject to all applicable CBOT Rules and Regulations, including Rule
     301.00; Regulations 301.01, 301.05 and 310.01; and this Appendix.  In
     addition, members who either sponsor or employ an individual utilizing a
     headset are responsible for ensuring that the sponsored or employed
     individual complies with the Exchange's Headset Policy.

          2.  All members and member firms are eligible to receive authorization
     to utilize headsets.  The authority to govern the administration of the use
     of headsets (including who has authorization and where an authorized
     individual may utilize the headset apparatus) rests with the Floor
     Committee.  The Floor Committee should establish fair and equitable
     guidelines for

                                  Page 3 of 5


                                  Appendix 3B

     administering the use of headsets, and when administering its guidelines,
     the Floor Committee should consult with the relevant Pit Committee. The
     Floor Committee shall not arbitrarily deny any member or member firm the
     use of a headset.

          3.  Headsets may be worn by Brokers' Assistants, Floor Clerks, and
     Members who have been authorized by the Floor Committee.  "Brokers'
     Assistants" and "Floor Clerks" as used in preceding sentence may include
     members and membership interest holders who do not have membership
     privileges in the contract for which the headset is being utilized.

          4.  A Broker's Assistant or Floor Clerk wearing a headset may
     communicate order information and fill information but may not communicate
     his or her personal opinion regarding activities in the trading pit
     including, but not limited to, interpretations of technical or fundamental
     market factors or perspective with respect to member trading sentiment or
     trading bias. Any other information may be communicated via a headset if
     the information has been conveyed to the headset operator directly by a
     member (providing that the member conveying the information has trading
     privileges in the relevant underlying market). In addition, Brokers'
     Assistants and Floor Clerks wearing headsets may communicate via a headset
     any market information that is clearly within the respective pit's "public
     domain". In other words, individuals who are wearing headsets may
     communicate any market information that has been "publicly" exposed to the
     respective trading pits. The member sponsor or member employer of the
     individual wearing the headset is responsible for the content and nature of
     any headset communications.

          Only members on the floor may communicate with non-members located off
     the floor for the purposes of communicating or receiving market news and
     personal opinion regarding interpretations of technical or fundamental
     market factors or perspective with respect to a member's trading sentiment
     or trading bias.  This level of communication is restricted to members with
     trading privileges in the respective contract who are located on the floor
     communicating with other members or non-members located either on or off of
     the trading floor.

          5.   Headsets may communicate between trading pits and from pit to
     Exchange floor booth spaces in any CBOT(R) trading room. This includes COM
     Membership Interest Holders communicating with a floor broker or the floor
     broker's broker assistant in a futures pit for the purposes of entering
     futures orders.

     Direct communication via headsets located in or around the Exchange's
     trading pits to and from off-site locations is only allowed provided the
     individual assigned to a headset adheres to the following requirements when
     communicating with any individual off the Exchange floor:

              -  Headset communications shall be permissible between the DowSM
                 pits and the floors of other exchanges which trade equity-
                 related products.

              -  An individual member located outside a trading pit (e.g., at a
                 floor booth or in an off-site office) may communicate via
                 headset with a member or clerk in or around a trading pit
                 provided that the individual member has trading privileges in
                 the contract which is traded in the pit which the individual
                 accesses.

              -  Members off the floor can enter orders via headsets for their
                 customer, proprietary and personal accounts provided they have
                 trading privileges in the respective contract.

              -  Members off the floor utilizing headsets for the purposes of
                 entering customer orders directly into the pit must comply with
                 Exchange audit trail regulations previously mandated by the
                 CFTC which require that customer orders be: recorded on member
                 firm floor order tickets; contain the account identification of
                 the customer; contain an exchange designated time stamp upon
                 receipt and upon confirmation of an execution. The Exchange
                 provides a telephonic link between the booth and the pit to
                 allow for a floor broker to communicate directly with a member
                 who is located off the floor, while simultaneously allowing
                 personnel at the member firm's booth to record the required
                 audit trail information.

                                  Page 4 of 5


                                  Appendix 3B

               -  Floor brokers who utilize headsets in conjunction with an
                  electronic order routing/endorsement system are not required
                  to maintain a booth to pit link provided that customer orders
                  are entered electronically and the order entry system provides
                  the requisite audit trail.

               -  Floor brokers receiving orders from another member not present
                  on the Exchange Floor may record such trades on their trading
                  cards in lieu of obtaining an order ticket. However, the
                  executing member must record the order instructions, account
                  designation, and execution time on the member's order.

               -  Only Members located on the floor may communicate with non-
                  members located off the floor for the purpose of placing
                  orders for the member's personal trading account or the member
                  firm's proprietary account in CBOT contracts and non-CBOT
                  markets.

               -  Members or members' broker assistants located on the floor may
                  communicate with non-members located off of the trading floor
                  to accept orders or instructions to change orders from the
                  non-member for agricultural and financial futures and options
                  contracts. The requisite audit trail requirements must be met
                  utilizing the booth to pit link unless the FCM authorizes the
                  executing floor broker to accept the non-member's order
                  without the booth to pit link. Under such authorization of the
                  FCM, the executing floor broker is responsible for meeting all
                  audit trail requirements including: recording customer orders
                  on member firm floor order tickets; recording the account
                  identifier of the customer; and time stamping the customer
                  order upon receipt and upon confirmation of an execution.

                  Member firms may also permit member or non-member employees
                  (including APs) located off the floor to communicate orders
                  for its proprietary or customer accounts directly to a floor
                  broker or his broker assistant without requiring the booth to
                  pit link upon the member firm's sole discretion. Under this
                  provision, the floor broker would be responsible for capturing
                  the required audit trail information.


          6.    Any and all headset communications must be voice recorded by the
     member or member firm authorized to use the headset(s). Members and member
     firms are permitted to utilize their own recording devices, providing that
     the devices meet reasonable standards with respect to quality and
     reliability, or members and member firms may utilize an Exchange
     administered voice recording system for a fee to be paid to the Exchange by
     the member or member firm utilizing the Exchange's system.

          7.    For reasons relating to the general safety and space concerns
     that arise out of the use of wired headsets, the Floor Committee is
     encouraged to facilitate, as the development of technology permits, a
     movement to a wireless headset only environment.

          8.    Authorization to use a headset does not entitle the authorized
     individual to a particular spot or site within a pit. In addition, Floor
     Clerks utilizing headsets may not loiter in the trading pits and must exit
     the trading pits when they are not conducting business. (06/01/01)

                                  Page 5 of 5


APPENDIX 3C - DRESS CODE

APPENDIX 3-C - DRESS CODE

Members and member firms must make every effort to ensure that their employees
and guests conform to the Chicago Board of Trade's Dress Code, as hereafter
defined. The Dress Code is designed to provide a safe and businesslike
atmosphere on the trading floor for all members and employees; an individual may
be refused access to the trading floor for violating the Dress Code. Members and
Member firms are subject to fines and/or other disciplinary measures imposed by
the Floor Conduct Committee for individual violations of the dress code and
violations of the dress code by their employees.

The Chicago Board of Trade Dress Code requires "Business Dress Attire" to be
worn at all times on the trading floor-not only during trading hours.  "Business
Dress Attire" is defined as conventional and businesslike attire which is neat,
clean and presentable; does not pose a safety hazard or distraction to the
wearer or others; and that which conforms to the following provisions:

     A)   Jackets (Suit Coat, Blazer or a Trading Jacket as prescribed by the
          Association) must be worn on the trading floor by Members and
          employees at all times.  No trading jackets from other Exchanges are
          allowed on the floor.  Guests may not wear trading jackets on the
          Exchange floor during trading hours. The display of patches or buttons
          with crude or offensive slogans is prohibited.

     B)   Badges, as prescribed by the Association, designating Member trading
          and access rights and non-member affiliation and access rights must be
          worn at all times. Badges must be worn in plain view, on the upper
          front of the jacket (not inside pockets or attached to lower pockets.)
          Badges from other Exchanges are prohibited. The wearing of out-dated,
          unauthorized or lapsed membership badges from the Exchange is
          prohibited. Badges must not be defaced, altered, or affixed with
          stickers or pictures not approved by the Association.

     C)   Men must wear ties (bow ties or neckties) at all times on the trading
          floor, with the exception of days when there is an early close for any
          part of the Exchange. Ties must be in good condition, knotted in a
          conventional manner, and drawn up to at least the second button from
          the collar. Collared shirts that can be worn with a tie must be worn
          at all times on the trading floor and must be neat, presentable and
          businesslike. Shirts must be clean, neat, presentable, tucked in and
          buttoned up to at least the second button from the collar. Golf-type
          shirts are permitted. Turtleneck sweaters for men are not allowed.
          Crewneck sweaters worn over a collared shirt are permitted if a
          necktie is visible; a trading jacket must also be worn. Shirts with
          offensive, crude or distracting slogans or pictures are prohibited.
          Pants or slacks must be neat, presentable and businesslike. Work
          pants, athletic pants and blue jeans are prohibited.

     D)   Women must wear pants, skirts or dresses that are neat, presentable,
          and businesslike. Skirts may be no shorter than two inches above the
          knee and must be significantly longer than the trading coat. Full,
          generously cut, businesslike split skirts may be worn. Shirts,
          blouses, sweaters or other tops must be neat, presentable, and
          businesslike. Shirts with offensive, crude or distracting slogans or
          pictures are prohibited. Work pants, athletic pants and blue jeans are
          prohibited. Attire should not expose the body in an inappropriate
          manner (e.g. bare midriffs, backs or thighs.)

                                       1


     E)   Shoes must be worn at all times. Shoes must neither be of a design nor
          worn in a manner which presents a safety hazard. Slippers, open-toed
          shoes and sandals of any kind are prohibited. High platform shoes or
          high heeled shoes or boots with soles and/or heels greater than three
          inches are not permitted. Athletic shoes are permitted. Shoes must be
          in neat condition and must be tied or fastened at all times.

     F)   Shirts: T-Shirts, sweatshirts, athletic jerseys, hooded shirts,
          flannel shirts, hospital scrubs and shirts bearing messages,
          advertisements, pictures or slogans are prohibited. Attire should not
          expose the body in a manner inappropriate for business (e.g. bare
          midriffs, chests, or backs.)

     G)   Pants: The following are all prohibited: blue jeans, stone washed
          jeans, bib overalls, fatigues, tie dyes, shorts of any kind, tightly
          fitting stretch pants, spandex pants, bicycling pants, painter pants,
          sweat pants, athletic/exercise pants, pants with elastic at the
          ankles, tights worn in lieu of pants, pants with slogans,
          advertisements, or work loops, and any pants shorter than 2 inches
          above the ankle.

     H)   Piercing & Jewelry:  Jewelry may not be worn if it presents a safety
          hazard to the wearer or others.

     I)   Miscellaneous:  All headgear or head coverings are prohibited, except
          for religious reasons.  Sunglasses are prohibited unless they have
          prescription lenses.


In Summary: All dirty, frayed, faded, torn, badly wrinkled, revealing or
unbusinesslike clothing is prohibited. All clothing intended for athletic
activity or appropriate for manual labor is prohibited. Attire, worn by members,
employees or their guests, which exposes the body in a manner inappropriate for
a business atmosphere is prohibited from the trading floor at all times.

While the foregoing is comprehensive and employers and security staff shall
enforce the dress code as defined above, they are not limited to the specific
examples given.  10/01/00

                                       2


                                  Appendix 3D

APPENDIX 3D - CHICAGO BOARD OF TRADE PIT OPENINGS AND
CLOSINGS/ELECTRONIC TRADING HOURS



-----------------------------------------------------------------------------------------------------------
     Commodity
        Code              Commodity            Open        Close        Type         Room        Symbol
-----------------------------------------------------------------------------------------------------------
                                                                               
         W            Wheat                  9:30 am      1:15 pm       Regular      Main           W
-----------------------------------------------------------------------------------------------------------
         W            Wheat Options             "            "
                         (Puts)                                         Regular      Main          WZ
                         (Calls)                                        Regular      Main          WY
-----------------------------------------------------------------------------------------------------------
         C            Corn                   9:30 am      1:15 pm       Regular      Main           C
-----------------------------------------------------------------------------------------------------------
         C            Corn Options              "            "
                         (Puts)                                         Regular      Main          PY
                         (Calls)                                        Regular      Main          CY
-----------------------------------------------------------------------------------------------------------
         O            Oats                   9:30 am      1:15 pm       Call         Main           O
-----------------------------------------------------------------------------------------------------------
         O            Oats Options              "            "
                         (Puts)                                         Call         Main          OV
                         (Calls)                                        Call         Main          OO
-----------------------------------------------------------------------------------------------------------
         S            Soybeans               9:30 am      1:15 pm       Regular      Main           S
-----------------------------------------------------------------------------------------------------------
         S            Soybean Options           "            "
                         (Puts)                                         Regular      Main          PZ
                         (Calls)                                        Regular      Main          CZ
-----------------------------------------------------------------------------------------------------------
         1C           CBOT(R) DJCA(SM)       7:20 am      3:15 pm       Regular      Finc'l        DE
                         Index
-----------------------------------------------------------------------------------------------------------
         1T           CBOT(R) DJTA(SM)       7:20 am      3:15 pm       Regular      Finc'l        DQ
                         Index
-----------------------------------------------------------------------------------------------------------
         1U           CBOT(R) DJUA(SM)       7:20 am      3:15 pm       Regular      Finc'l        DR
                         Index
-----------------------------------------------------------------------------------------------------------
         2B           Mortgage               7.20 am      2.00 pm       Regular      Finc'l        MF (open
                                                                                                    Outcry
                                                                                                 ZG (a/c/c)
-----------------------------------------------------------------------------------------------------------
         2B           Mortgage Options           "            "         Regular      Finc'l      MFP (puts)
                         (Puts)                                                                 MFC (calls)
                         (Calls)                                                                OZG (a/c/c)
-----------------------------------------------------------------------------------------------------------
         2F           Agency Notes  (10      7:20 am      2:00 pm       Regular     Finc'l      DN (open
                      Year)                                                                      outcry)
                                                                                               AN (e-cbot)
-----------------------------------------------------------------------------------------------------------
         2F           Agency Notes  (10         "           "
                      Year) Options
                      (Puts)                                            Regular     Finc'l         DNP
                      (Calls)                                           Regular     Finc'l         DNC
-----------------------------------------------------------------------------------------------------------
         2G           Agency Notes  (5       7:20 am      2:00 pm       Regular     Finc'l      DF (open
                      year)                                                                      outcry)
                                                                                               AF (a/c/e)
-----------------------------------------------------------------------------------------------------------
                      Agency Notes  (5       7:20 am      2:00 pm
                      Year) Options
        2GP           (Puts)                                            Regular     Finc'l     DFP (puts)
        2GC           (Calls)                                           Regular     Finc'l     DFC (calls)
                                                                                               OAF (a/c/e)
-----------------------------------------------------------------------------------------------------------
         06           Soybean Meal           9:30 am      1:15 pm       Call         Main          SM
-----------------------------------------------------------------------------------------------------------
         06           Soybean Meal Options      "            "
                         (Puts)                                         Call         Main          MZ
                         (Calls)                                        Call         Main          MY
-----------------------------------------------------------------------------------------------------------
         07           Soybean Oil            9:30 am      1:15 pm       Call         Main          BO
-----------------------------------------------------------------------------------------------------------
         07           Soybean Oil Options       "            "
                         (Puts)                                         Call         Main          OZ
                         (Calls)                                        Call         Main          OY
-----------------------------------------------------------------------------------------------------------
         10           1000 oz. Silver        7:25 am      1:25 pm       Call         Main          AG
-----------------------------------------------------------------------------------------------------------
         10           Silver Options            "            "
                         (Puts)                                         Call         Main          AP
                         (Calls)                                        Call         Main          AC
-----------------------------------------------------------------------------------------------------------
         11           CBOT(R) DJIA(SM) Index 7:20 am      3:15 pm       Regular      Finc'l        DJ
-----------------------------------------------------------------------------------------------------------
         11           CBOT(R) DJIA(SM) Index    "            "
                         (Puts)                                         Regular     Finc'l         DJP
                         (Calls)                                        Regular     Finc'l         DJC
-----------------------------------------------------------------------------------------------------------
         12           5000 oz. Silver        7:25 am      1:15 pm      Call          Main          SV
-----------------------------------------------------------------------------------------------------------



                                  Appendix 3D



----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
      Commodity
         Code                          Commodity                    Open       Close         Type         Room          Symbol
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
                                                                                                  
          14            Rough Rice Futures                         9:15 am    1:30 pm      Regular        Main            RR
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          14            Rough Rice Options                         9:15 am    1:30 pm
                           (Puts)                                                          Regular        Main           RRP
                           (Calls)                                                         Regular        Main           RRC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          15            Kilo Gold                                  7:20 am    1:40 pm        Call         Main            KI
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          19            100 oz. Gold                               7:20 am    1:40 pm        Call         Main            GH
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          17            T-Bonds                                    7:20 am    2:00 pm      Regular       Finc'l           US
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          17            T-Bonds Options                               "          "
                           (Puts)                                                          Regular       Finc'l           PG
                           (Calls)                                                         Regular       Finc'l           CG
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          21            T-Notes                                    7:20 am    2:00 pm      Regular       Finc'l.          TY
                        (6 1/2- 10 Year)
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          21            Long Term T-Note Options                      "          "
                           (Puts)                                                          Regular       Finc'l.          TP
                           (Calls)                                                         Regular       Finc'l.          TC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          25            T-Notes (5 Year)                           7:20 am    2:00 pm      Regular       Finc'l.          FV
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          25            Medium Term T-Note Options                    "          "
                           (Puts)                                                          Regular       Finc'l.          FP
                           (Calls)                                                         Regular       Finc'l.          FL
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          26            T-Notes (2 Year)                           7:20 am    2:00 pm      Regular       Finc'l.          TU
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          26            Short Term T-Note Options                     "          "
                           (Puts)                                                          Regular       Finc'l.         TUP
                           (Calls)                                                         Regular       Finc'l.         TUC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          41            30-Day Fed Fund                            7:20 am    2:00 pm      Regular       Finc'l.          FF
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          42            Long-Term Municipal Bond Index             7:20 am    2:00 pm      Regular       Finc'l.          MB
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          42            Long-Term Municipal Bond Index Options        "          "
                           (Puts)                                                          Regular       Finc'l.          QP
                           (Calls)                                                         Regular       Finc'l.          QC
-----------------------------------------------------------------------------------------------------------------------------------


                                  Page 2 of 3


                                   Appendix 3D



---------------------------------------------------------------------------------------------------------------------------------
      Commodity
         Code                          Commodity                    Open       Close        Type          Room        Symbol
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
---------------------------------------------------------------------------------------------------------------------------------


     *SUPPLEMENTAL INFORMATION
     -------------------------
     -    Wheat Options open by call.

     -    DJIA(SM) Index, Corn, Soybean, Rough Rice and Wheat Options will close
          by call on the last day in an expiring series.



                         Electronic Trading Schedules
                         ----------------------------



        ---------------------------------------------------------------------------------------------------------------------------
                                    T-Bonds & T-Notes (2 Year, 5 Year and 6 1/2 - 10 Year),
                                    Agency Note (10 Year and 5 Year), Municipal Bond Index, Mortgage
                                         Futures & Options & 30 Day Fed Funds Futures
        ---------------------------------------------------------------------------------------------------------------------------
        Trading Day                                 Trading Session
        -----------                                 ---------------
                                                 
        Monday                                      Sun.   (8:00 p.m.) - Mon. (4:00 p.m.)
        Tuesday                                     Mon.   (8:00 p.m.) - Tue. (4:00 p.m.)
        Wednesday                                   Tue.   (8:00 p.m.) - Wed. (4:00 p.m.)
        Thursday                                    Wed.   (8:00 p.m.) - Thurs. (4:00 p.m.)
        Friday                                      Thurs. (8:00 p.m.) - Fri. (4:00 p.m.)
        ---------------------------------------------------------------------------------------------------------------------------




        ---------------------------------------------------------------------------------------------------------------------------
                                            Grains & Soybean Complex (Futures & Options)
        ---------------------------------------------------------------------------------------------------------------------------
        Trading Day                                 Trading Session
        -----------                                 ---------------
                                                 
        Monday                                      Sun.   (8:30 p.m.) - Mon. (6:00 a.m.)
        Tuesday                                     Mon.   (8:30 p.m.) - Tue. (6:00 a.m.)
        Wednesday                                   Tue.   (8:30 p.m.) - Wed. (6:00 a.m.)
        Thursday                                    Wed.   (8:30 p.m.) - Thurs. (6:00 a.m.)
        Friday                                      Thurs. (8:30 p.m.) - Fri. (6:00 a.m.)
        ---------------------------------------------------------------------------------------------------------------------------




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

                             CBOT(R) DJIA(SM) Index (Futures & Options), CBOT(R) DJTA(SM), DJUA(SM), & DJCA(SM) Index
                                             (Futures), 100 oz. Gold & 5000 Silver (Futures)
        ---------------------------------------------------------------------------------------------------------------------------
        Trading Day                                 Trading Sessions
        -----------                                 ----------------
                                                 
        Monday                                      Sun.   (8:15 p.m.) - Mon. (4:00 p.m.)
        Tuesday                                     Mon    (8:15 p.m.) - Tue. (4:00 p.m.)
        Wednesday                                   Tue.   (8:15 p.m.) - Wed. (4:00 p.m.)
        Thursday                                    Wed.   (8:15 p.m.) - Thurs. (4:00 p.m.)
        Friday                                      Thurs. (8:15 p.m.) - Fri. (4:00 p.m.)
        ---------------------------------------------------------------------------------------------------------------------------


                                                                        02/01/01

                                  Page 3 of 3


                                  Appendix 3E


APPENDIX 3E - CONTRACT MONTH SYMBOLS



First Year Month Symbols
----------------------------------------------------------------------------------------------------
                                                                           
January -            F      April -       J      July -              N     October -            V
----------------------------------------------------------------------------------------------------
February -           G      May -         K      August -            Q     November -           X
----------------------------------------------------------------------------------------------------
March -              H      June -        M      September -         U     December -           Z
----------------------------------------------------------------------------------------------------
Second Year Month Symbols
----------------------------------------------------------------------------------------------------
January -            A      April -       D      July -              L     October -            R
----------------------------------------------------------------------------------------------------
February -           B      May -         E      August -            O     November -           S
----------------------------------------------------------------------------------------------------
March -              C      June -        I      September -         P     December -           T
----------------------------------------------------------------------------------------------------


Third Year Month Symbols
------------------------

Same as first year symbols with the year noted.

                                  Page 1 of 1


                                  Appendix 3G

APPENDIX 3G - GUIDELINES - BADGE VALIDATION AND RETURN

1.   In each of the following circumstances, the referenced individual's
     membership floor access badge must be returned to the Member Services and
     Member Firm Staff Services ("Member Services") Department as indicated if
     the transaction involves the individual's only membership or all of his/her
     memberships:

          a.   A membership seller within 30 days the effective date of the
     membership sale; (Membership sale proceeds will not be released to the
     seller unless the badge has been returned).

          b.   A membership transferor within 30 days after the transfer has
     occurred.

          c.   A membership delegator within 30 days after the effectiveness
     of the delegation agreement.

2.   Each membership delegate must return the applicable delegate badge to the
     Member Services Department within 30 days after the delegation agreement's
     termination or expiration.

3.   Upon the effective date of any Exchange suspension of membership
     privileges, the suspended individual must return his/her membership floor
     access badge to the Member Services Department within 30 days of the
     effective date of the suspension for the suspension's duration.

4.   Upon the termination or expiration of any delegation agreement, the
     Exchange will delete the terminated delegate's identifying acronym from
     Exchange computer records after the delegate's 30-day grace period expires.

5.   Only Exchange-issued badges will be permissible for floor access. Sewn-on
     badges will not be permissible.

6.   No member, membership interest holder or delegate will be relieved of
     responsibility for returning the badge, even if lost, without specific
     approval of the Floor Conduct Committee.

     All cases involving lost membership floor access badges should be referred
     to the Member Services Department which shall have the authority to issue a
     replacement badge. Member Services will issue a replacement badge only to
     individuals with valid membership floor access privileges and who are
     current in their dues. Any problems or unusual circumstances involving a
     lost membership floor access badge will be referred to the Floor Conduct
     Committee.

     All cases involving lost floor clerk badges will be referred to the Co-
     Chairman or, in his absence, the Vice-Chairman of the Floor Conduct
     Committee. No floor clerk will be issued a replacement badge or be relieved
     of responsibility for returning the badge without specific approval of the
     Co-Chairman or, in his absence, the Vice Chairman of the Floor Conduct
     Committee.

7.   Floor clerk badge applicants must present acceptable identification when
     filing their applications. Exchange staff will verify member's co-
     signatures on floor clerk badge applications and will process such
     applications in no less than 24 hours after receipt.

                                                                        03/01/94

                                  Page 1 of 1


                                  Appendix 4C

APPENDIX 4C - CAPITAL REQUIREMENTS FOR NON-FCM MEMBER FIRMS

The minimum financial requirements for Non-FCM member firms are:
1.   a.   Net Worth in excess of $100,000. For the purpose of this subsection,
Net Worth is defined as total assets (inclusive of CBOT memberships at 70% of
their market value) minus all liabilities with the exception of those which
qualify as equity capital; or

     b.   For firms that are registered as a Professional Trading Firm under
Regulation 230.02(6), the net worth shall be the greater of $100,000 per active
floor trader who personally executes a significant portion of his or her orders
on the trading floor and for the firm's proprietary account or 25% of the
*SPAN(R) margin requirement. For the purpose of this subsection, Net Worth is
defined as total assets (inclusive of CBOT full and associate memberships at 70%
of their market value and COM membership interests at 50% of their market value)
minus all liabilities with the exception of those which qualify as equity
capital;

2.   Any firm which relies on subordinated debt to meet the minimum Net Worth
requirement must submit a copy of the subordinated loan to the Office of
Investigations and Audits ("OIA") for approval. All loans must generally comply
with the rules regarding subordinated loans for FCMs. Subordinated debt may not
exceed 70% of total capital. A standard Non-FCM subordinated loan agreement is
available from OIA;

3.   Each Non-FCM firm is required to file a yearly financial statement within
90 days of the firm's year-end. In addition, the Exchange may request additional
financial information as it deems appropriate;

4.   A Letter of Attestation must accompany all financial statements. The Letter
of Attestation must be signed by the individual designated as the Chief
Financial Officer (or as having these responsibilities), in accordance with
Chicago Board of Trade Regulation 230.03(a), provided that he is either a member
of the Chicago Board of Trade whose membership is registered for the firm or
that he has executed, and filed with the Exchange, a Designated Person Consent
to Jurisdiction. In the case of a partnership, such individual must also be a
general partner. The signature of the Chief Financial Officer, or the person who
has these responsibilities, may be waived by the Exchange, at the discretion of
the Exchange. In the event of such waiver, the firm will be required, in the
case of a partnership, to have a general partner sign the financial statements.
In the case of a corporation, the firm will be required to have the Chief
Executive Officer sign the financial statements. In either event, the individual
must either be a member of the Chicago Board of Trade or must have executed, and
filed with the Exchange, a Designated Person Consent to Jurisdiction.

Nothing contained herein shall be construed to prevent the Board of Trade
Clearing Corporation from establishing capital requirements, for its members or
applicants for membership in the Clearing House, different or greater than those
prescribed herein.

*    "SPAN" and "Standard Portfolio Analysis of Risk" are trademarks of the
Chicago Mercantile Exchange. The Chicago Merchantile Exchange assumes no
liability in connection with the use of SPAN by any person or entity.

01/01/99

                                  Page 1 of 1


   APPENDIX 4E - MINIMUM FINANCIAL REQUIREMENTS FOR AGRICULTURAL REGULARITY

The minimum financial requirements for firms which are regular to deliver
agricultural products are:

1.   Working Capital - (current assets less current liabilities) must be greater
     than or equal to $2,000,000. Firms which do not have $2,000,000 in Working
     Capital must deposit with the Exchange $5,000 per contract which it is
     regular to deliver, up to a maximum of $2,000,000, less SEC haircuts, as
     specified in SEC Rule 15c3-1(c)(2)(vi), (vii) and (viii) plus 3% in the
     event of liquidation;

2.   New Worth - (Total assets less total liabilities) divided by the firm's
     allowable capacity (measured in contracts) must be greater than $5,000; The
     net worth of a firm regular to deliver corn or soybeans must be greater
     than or equal to $5,000,000. The operator of a shipping station issuing
     corn or soybean shipping certificates may only issue new shipping
     certificates when the total value of all outstanding shipping certificates
     and the new shipping certificates, at the time of issuance of the new
     shipping certificates, does not exceed 25% of net worth;

3.   Each firm which is regular to deliver agricultural products is required to
     file a yearly certified financial statement within 90 days of the firm's
     year-end. Each such firm is also required to file within 45 days of the
     statement date an unaudited semi-annual financial statement. However, each
     operator of a shipping station issuing corn or soybean shipping
     certificates is required to file within 45 days of the statement dates
     unaudited quarterly financial statements for each of the three quarters
     which do not end on such firm's year-end. In addition, the Exchange may
     request additional financial information as it deems appropriate;

4.   A Letter of Attestation must accompany all unaudited financial statements.
     The Letter of Attestation must be signed by the Chief Financial Officer or
     if there is none, a general partner, executive officer, or managerial
     employee who has the authority to sign financial statements on behalf of
     the firm and to attest to their correctness and completeness.

5.   For the requirements for notification of capital reductions, see Regulation
     285.03.

                                                                        01/01/00

                                  Page 1 of 1


                                  Appendix 6A

APPENDIX 6A - FEE SCHEDULE: Member Claims

--------------------------------------------------------------------------------
Amount of Claim
--------------------------------------------------------------------------------
    $2,500 or less........................................   $150.00
    More than $2,500......................................   $250.00
--------------------------------------------------------------------------------
Stenographic Fees*
--------------------------------------------------------------------------------
    For attendance at a meeting:
    2-1/2 hour minimum....................................   $ 50.00
    Per Hour..............................................   $ 20.00
    Per Half Hour.........................................   $ 10.00
    For transcript:
    Original per page.....................................   $  2.00/page
    Carbon per page.......................................   $   .90/page
    Original per page (Daily copy)........................   $  2.60/page
    Carbon per page (Daily copy)..........................   $   .90/page
------------------------------------------------------------ -------------------

*Only for oral hearings.

                                  Page 1 of 1


                                  Appendix 6B

APPENDIX 6B - FEE SCHEDULE: Customer and Non-Member Claims

--------------------------------------------------------------------------------
Amount of Claim
--------------------------------------------------------------------------------
    $2,500 or less........................................   $150.00
    More than $2,500......................................   $350.00
--------------------------------------------------------------------------------

Unassociated Arbitrators*
------------------------
         $50 per unassoicated arbitrator per hearing** for claims heard pursuant
         to Regulation 630.12 [$2,500 or less] [minimum charge of $150].

         $100 per unassociated arbitrator per hearing date** for claims heard
         pursuant to Regulation 630.08 [more than $2,500] [minimum charge of
         $300].***

--------------------------------------------------------------------------------
Stenographic Fees*
--------------------------------------------------------------------------------
    For attendance at a meeting:
    2-1/2 hour minimum....................................   $ 50.00
    Per Hour..............................................   $ 20.00
    Per Half Hour.........................................   $ 10.00
    For transcript:
    Original per page.....................................   $  2.00/page
    Carbon per page.......................................   $   .90/page
    Original per page (Daily copy)........................   $  2.60/page
    Carbon per page (Daily copy)..........................   $   .90/page
--------------------------------------------------------------------------------

  *      Optional

 **      Hearings are normally scheduled for 2:15 p.m. and seldom last more than
         2-1/2 hours. If a hearing lasts in excess of 2-1/2 hours, requires an
         additional hearing date, or is continued on less than 24 hours' notice
         to the Administrator, fees will be charged for an additional hearing
         date.

***      These direct incremental costs attendant upon the provision of
         unassociated arbitrators will be paid by the member in cases involving
         customer claims regardless of the outcome of the arbitration unless the
         arbitrators decide that the customer has acted in bad faith in
         initiating, or participating in, the arbitration proceeding. Such
         incremental costs shall be allocated between the parties in the
         arbitrators' discretion in cases involving non-member claims.

                                  Page 1 of 1


APPENDIX 9B - IMPLEMENTATION REGULATIONS OF e-cbot CONCERNING TECHNICAL
EQUIPMENT

1    Definitions

1.1  Network

The Network (the "Network") includes the entirety of all hardware elements
combined in each network node as well as all necessary components for the
connection of the network nodes (transmission lines for telecommunications,
etc.) which form the technical basis for the implementation of trading on e-
cbot, Eurex Deutschland and Eurex Zurich (the "Alliance Exchanges"). The Network
is constructed in a radial form and contains, as network nodes in particular,
the central host node of e-cbot, the central host node of  the Eurex Deutschland
and Eurex Zurich ("the Eurex Exchanges"), and the access points and all
components of Participant Front End Installations.

1.2  Electronic Data Processing System

The Electronic Data Processing System (the "EDP System") includes both the
Network and the operation-ready installed application of one or more of the
Alliance Exchanges.

1.3  Participant Front End Installation

A Participant Front End Installation consists of one or more computers which
enable trading on e-cbot (a Participant Front End System according to subsection
1.4 or a Multi-Member- Front End System according to subsection 1.5) and Network
components by which the connection to the Network  is made. In addition, the
Participant Front End Installation shall include all necessary components for
the maintenance of such Exchange Participant's internal network connections
(e.g., Gateways, Routers, etc.), provided that they are located in a network
area reserved for the Exchange (the 'Logical Network'). Additional hardware
elements are not components of the Participant Front End Installation, although
they may be connected thereto, to the extent that they satisfy the interfacing
demands established by the Exchange and - if required- have been registered at
the Exchange.

1.4  Participant Front End System

A Participant Front End System consists of at least one Exchange Participant's
computer integrated into the Network, and is equipped with sufficient capacity
and data security options in order to secure the technical basis on the part of
the Exchange Participant for participation on e-cbot. A Participant Front End
System is a component of the Participant Front End Installation (subsection 1.3)
and as such is part of the Network.

                                  Page 1 of 9


1.5  Multi-Member-lntegrated System Server

(a)  Two or more Exchange Participants may access e-cbot by means of a common
     Front End System (Multi- Member-Front End System), which is a component of
     the Front End Installation (subsection 1.3). In such cases, the Exchange
     Participants should notify the Exchange to adjust the capacity of the
     telecommunications connection accordingly. A Multi-Member Front End System-
     should be installed as a 2-LAN configuration and connected as a MISS group
     with two servers.
(b)  CBOT Direct - e-cbot may maintain a MISS group as part of a Front End
     Installation through which one or more Exchange Participants may access e-
     cbot with the approval of their primary clearing member.

1.6  Logical Network

The Logical Network includes, in addition to the Network, all components at the
Exchange Participant's site which are connected for technical reasons to the
Network. Such components must be located in a network area reserved for the
Exchange.

1.7  Data Transmission Equipment

Telecommunication within the Network occurs by means of Data Transmission
Equipment, consisting of access points, routers and data transmission lines. A
Participant Front End System or a Multi-Member Front End System shall always be
connected by at least two data transmission lines to an access point.

1.8  Network Parameters

Network Parameters are values, dependent on the network software and its
underlying operating system software, which control the communication between
computers within a network. Network Parameters are installed with standard
settings prescribed by the Exchange upon the initial installation of the
software relating to network functions.

1.9  Auto-Quote Machines

Auto-Quote Machines are automatic quotation systems for options and futures. On
the basis of pricing information and additional parameters determined by the
Exchange Participant, quotes are automatically generated by an Auto-Quote
Machine and transmitted into the EDP System.

1.10 Electronic Eyes

Electronic Eyes are computer programs which continuously receive market prices
of Exchange products from the EDP System  and evaluate such market prices. As
soon as the price of an order or quote which is received by the Electronic Eye
lies within the range previously set by the Exchange Participant, the Electronic
Eye automatically generates an order which is then transmitted through the
programmable interfaces made available via the Participant Front End System to
the EDP System for execution.


                                  Page 2 of 9


1.11  Third Party Software

Third party software is software which is not provided by or on behalf of e-cbot
and which is connected by an Exchange Participant to the programmable interface
of the EDP System.

1.12  Location

Subject to Regulation 9X.06, Location within the meaning of this provision means
the entirety of all business premises occupied by an Exchange Participant within
a building in which Participant Front End Installations have been installed for
the purpose of active options and futures trading. Business premises in which
Participant Front End Installations are only employed in emergencies or for the
purpose of engaging in technical simulated tests are not deemed to constitute a
Location within the meaning of this provision.


2     Connection to the EDP System

2.1   Requirements

Upon admission to participate in options and futures trading, the Exchange
Participant is connected to the EDP System. This connection is subject to the
Exchange Participant's compliance with Exchange Rules, including these
Implementation Regulations. By the establishment of such connection, the EDP
System shall not be compromised on the basis of Location or any other technical
grounds.  Each Exchange Participant undertakes to ensure that it is entitled to
connect each of its Participant Front End Installations to the EDP System  and
to execute trading on e-cbot, according to the national laws and regulations
effective in the country of each respective Location.

2.2   Installation of Participant Front End Installations

Each of an Exchange Participant's Front End Installations, if not employed in
emergencies or for the purpose of participating in technical simulated tests
(subsection 1.12) must be installed at a Location of the Exchange Participant
and should be configured redundantly.

Upon receipt of prior notification from an Exchange Participant or from an
applicant for Exchange admission, the Exchange may permit the installation and
the operation of a Participant Front End Installation at the business premises
of a third party engaged by the Exchange Participant or applicant for Exchange
admission to operate such Participant Front End Installation, if the application
of and compliance with the provisions of the rules and regulations of the
Exchange and supplemental conditions thereto are ensured, in particular in
respect of such third party. By means of appropriate agreements concluded with
the third party, the Exchange Participant or applicant for Exchange admission
shall secure the granting to the Exchange by the third party of the right to
inspect the business premises of such third party at all times for the purpose
of determining compliance with the requirements for the installation and
operation of a Participant Front End Installation.


                                  Page 3 of 9


2.3  Installation of Several Participant Front End Systems

An Exchange Participant may apply for the connection of several Participant
Front End Systems. The Exchange may limit the number of Participant Front End
Systems applied for by an Exchange Participant for cause, including reasons
relating to system performance.

2.4  Connection of Quote Machines/Electronic Eyes

Upon special application by an Exchange Participant, the Exchange may permit the
connection of Auto-Quote Machines and/or Electronic Eyes to the EDP System
through the programmable interfaces made available via the Participant Front End
System, provided that the Exchange Participant continuously ensures that the
Auto-Quote Machines and/or Electronic Eyes

 .   are installed at the Locations of the Exchange Participant and

 .   are given parameters which correspond to at least one member for the
    Exchange Participant and

 .   are controlled by at least one such person during trading hours.


3   Technical Requirements

The technical requirements set forth herein are binding on all Exchange
Participants; divergence from such regulations shall require the written consent
of the Exchange. The Exchange may at any time examine the configurations and
Network Parameters of an Exchange Participant and require the modification of
divergent values. In modifying such values,  the Exchange Participant is
required to effect such technical modifications to its Participant Front End
Installation as are required by the Exchange within any timeframe imposed by the
Exchange. Upon request from the Exchange , the Exchange Participant is obligated
to grant the Exchange access to the technical infrastructure employed by it for
establishing a connection with the EDP System to facilitate the carrying out of
technical inspections. Such access and/or any right of inspection is subject to
applicable local law.  If modifications are not completed within the time frame
imposed by the Exchange, the Exchange may restrict or bar the Exchange
Participant's access to the EDP System.


4   Hardware

4.1 Requirements

EDP equipment which ensures the orderly execution of trading over the EDP System
must be made available by Exchange Participants.


                                  Page 4 of 9


4.2  Permitted Trading Platforms

The Alliance Exchanges shall specify permitted trading platforms for
installation on the Participant Front End Installation connected to the EDP
System.

4.3  Approved Hardware Configurations

All hardware configurations planned by an Exchange Participant must be approved
by the Exchange - by submitting the configuration questionnaire supplied by or
on behalf of the Exchange and filled in by the Exchange Participant- prior to
their installation; the same shall apply to modifications.

4.4  Responsibility for Operation

The operation of the Participant Front End Installation (including integrated
Routers) is the sole responsibility of the Exchange Participant. Each Exchange
Participant shall guarantee that it will operate its Participant Front End
Installation in an orderly manner, and that, by such operation, the operation
and functionality of trading and clearing on the Alliance Exchanges shall not be
compromised.


5 Software

5.1  Exchange Software

The Exchange shall make available to the Exchange Participants the application
software without source code. Subject to the rules and regulations of the
Exchange, including these Implementation Regulations, an Exchange Participant is
hereby granted a non-exclusive, non-transferable, revocable license to use the
current version of the application software as made available by the Exchange
solely for trading on e-cbot at an approved Location and may neither alter nor
copy such software without the consent of the Exchange. The foregoing shall not
apply to the production of copies of the application software if such copies are
produced solely for data storage purposes. Each Exchange Participant is
responsible for the installation of the application software on the components
of his Participant Front-End installation.

5.2  Participant's Operating System Software

The Exchange shall specify each version of the operating system software valid
at the time, including all necessary components, used for operation of the
current version of the application software on the Participant Front End
Installation.


5.3  Registration of Third Party Software

If an Exchange Participant intends to connect Third Party Software to the
programmable interface of the EDP System, the Exchange Participant shall assign
an electronic identifier to such Third Party Software before connecting it to
the programmable interface, observing the Exchange's instructions as to the


                                  Page 5 of 9


systematic composition of such identifier, and shall have the Third Party
Software registered at the Exchange.

Each Exchange Participant shall ensure that the identifier assigned to Third
Party Software used by it will be sent together with each transmission to the
EDP System, when the registered Third Party Software communicates with the EDP
System  via the programmable interface. In case the EDP System is impaired by
the Third Party Software connected to the programmable interface, the  Exchange
may prohibit the connection of such software with immediate effect.

5.4  Responsibility for the Use of Third Party Software

The application software made available by the Exchange includes interfaces for
front and back office systems. The Exchange Participant itself is responsible
for the software which uses these interfaces.


6    Extent of Use of Data Transmission Equipment

An Exchange Participant may use the Data Transmission Equipment which serves
trading on e-cbot solely for trading on e-cbot unless otherwise approved in
writing by the Exchange. However, the Exchange reserves the right to use the
Data Transmission Equipment also for trading and clearing on other institutions.


7    Transmission Lines for Telecommunication

7.1  Control of Transmission Lines

The Exchange shall control the lines for the entire physical network/Network.
Installation and operation of the transmission lines for telecommunications
which are necessary for the connection between the Participant Front End
Installation and the Exchange shall be carried out by the Exchange or may be
contracted out by the Exchange.

7.2  Range of Transmission Lines

e-cbot shall make available a connection to the Location of the Exchange
Participant, provided that the transmission paths and types of connection
supported by e-cbot are available for such Exchange Participant and, under
normal conditions and adequate expense, able to be established and operated
while meeting the security and quality standards set forth by e-cbot.

7.3  Connection to Network

A Participant Front End Installation may only be connected to the access point
designated by the Exchange, and such connection must be by means of at least two
transmission lines.


                                  Page 6 of 9


7.4  Security Against Failure

In order to increase security against failure, Participant Front End
Installations may be connected to the Network by means of more than two lines.

7.5  Number of Transmission Lines

Notwithstanding these regulations, the Exchange can set a minimum and maximum
number of the transmission lines necessary for an Exchange Participant to
connect its Participant Front End Installation to the EDP System, to the extent
that such action is necessary for reasons relating to system performance or for
other serious reasons.


8    Network Parameters


8.1  Specification of Network Parameters

To ensure the security of the Network and to protect the Participant Front End
Installations, each Exchange Participant shall comply with the following Network
Parameters.

 .   An Exchange Participant's computers which are not components of the
    Participant Front End Installation may only access the Participant Front End
    Systems of such Exchange Participant and may not access other computers in
    the Network;

 .   Only the computers of the Participant Front End Installation may access or
    be accessed from the Network;

 .   Unauthorized access by a Participant Front End Installation to the computers
    of the Alliance Exchanges is prohibited,

 .   Communication between Exchange Participants by means of the Network  is
    prohibited.

8.3 Compliance With Network Parameters

Upon installation of the Participant Front End Installation and Network
components, the Exchange Participant shall establish and maintain the Network
Parameters selected by the Exchange.

8.4 Reservation of Network Areas

The Exchange reserves network areas for its Logical Network. The network areas
selected by the Exchange can only be used for participation on the Exchange.
Within its own network, each Exchange Participant may use any network areas that
are not reserved for the Exchange.


                                  Page 7 of 9


8.5  Node Numbers/Node Names

The Exchange shall assign node numbers and node names for the entire Logical
Network. Within the Network, only the nodes authorized by the Exchange by
assignment of node numbers may communicate with the EDP System.

Consequently, no computer that has not received a corresponding node number from
the Exchange may be connected by the Exchange Participants in the network areas
reserved by the Exchange. The transfer of the assigned node number and the
related node name to a computer with a function other than that as applied for
is prohibited.


9    Emergency Plan

9.1  Responsibility

Each Exchange Participant is responsible for taking appropriate measures for
emergency planning and management.

9.2  Emergency Computer Center

An Exchange Participant may establish an inactive emergency computer center
(computer failure center) and, if necessary, may connect this center with an
inactive line to an access point. The costs incurred by the Exchange shall in
such case be paid by the Exchange Participant.

9.3  Connection Between Two Locations

It an Exchange Participant operates at two or more Locations, he may supply any
two Locations with a connection in order to ensure breakdown protection in the
event of a disruption of the connection between one Location and an access
point.


10   Personnel

Each Exchange Participant is obligated to maintain a sufficient number of
qualified personnel at all times during trading hours and to guarantee their
availability by telephone in order to ensure the orderly operation of the
components of the EDP System which are in the control of the Exchange
Participant, particularly in order to take the necessary measures at the
instruction of the Exchange in the event of a technical disruption. In addition,
each Exchange Participant shall provide the Exchange with the name and telephone
number of a person to be contacted in the event of a technical disruption.

                                  Page 8 of 9


11   Costs


11.1 Hardware and Software

The costs for the purchase, installation and maintenance of all hardware and
software used by an Exchange Participant shall be borne by the Exchange
Participant, and shall not be borne by the Exchange, provided that the
application software referred to in subsection 5.1 shall be made available by
the Exchange without additional cost.

11.2 Telecommunications Networks

The one-time and the continuing costs for establishing and operating the
Network, including the expenses for telecommunications transmission lines, will
be levied on Exchange Participants in the form of a fee established  by the
Exchange.


12   Technical Problems

12.1 Measures

During technical disruptions, the Board may suspend or restrict access to the
EDP System for one, several or all Exchange Participants, regardless of whether
such problems appear at one or more of the Alliance Exchanges or at one, several
or all Exchange Participants. The Exchange may resume trading or re-commence
after an interruption, even if one or several Exchange Participants still do not
have access to the EDP System for e-cbot if in the opinion of the Board of
Directors an orderly market continues to exist or is once again possible.

12.2 Information to Exchange Participants / Exchange Participants' Obligation to
Cooperate

Exchange Participants are obligated to inform themselves about technical
requirements and changes by means of the media made available by the Exchange.
The Exchange shall, to the extent possible, inform the Exchange Participants
without undue delay of any technical problems. In case of technical problems of
the EDP System, Exchange Participants are obligated to grant the Exchange or its
representatives access to their Locations in which Participant Front End Systems
are installed  for problem resolution.

12.3 Suspension of Options and Futures Trading

In the event of the suspension of trading on the basis of technical problems,
the Exchange shall place the EDP System on 'halt status', so that no more inputs
can be effected by Exchange Participants.

The resumption of trading after a trading suspension pursuant to the foregoing
regulation shall begin with a new Pre-Trading Period pursuant to Regulation
9x.09. Subsequently, trading will proceed consistently with Exchange Rules and
Regulations.

The Exchange shall inform Exchange Participants without delay of the reduced
time of the trading period.

                                  Page 9 of 9


                                 Appendix 10A


APPENDIX 10A - ELEVATORS IN THE CHICAGO AND BURNS HARBOR SWITCHING DISTRICTS
(WHEAT & OATS)

Following is a listing of the elevators in the Chicago and Burns Harbor
Switching Districts approved as regular for the delivery of Wheat and Oats
through June 30, 2002:



--------------------------------------------------------------------------------
                                                                CAPACITY IN
        WAREHOUSE                     LOCATION                    BUSHELS
--------------------------------------------------------------------------------
                                                    
  Cargill, Inc.              Cargill     Burns     Harbor       5,473,000
                             Portage, IN

  Chicago & Illinois         Chicago                            9,156,000

  River Marketing LLC
--------------------------------------------------------------------------------


Note:  All elevators are Federally licensed.

                                                                       07/01/00
                                  Page 1 of 1


                                 Appendix 10B



APPENDIX 10B - ELEVATORS IN THE ST. LOUIS AND EAST ST. LOUIS SWITCHING DISTRICTS
(WHEAT)

Following is a listing of the elevators in the St. Louis, East St. Louis and
Alton Switching districts approved as regular for the delivery of Wheat through
June 30, 2002:



-----------------------------------------------------------------------------------------------------------
                                                                                        CAPACITY IN
        WAREHOUSE                            LOCATION                                     BUSHELS
-----------------------------------------------------------------------------------------------------------
                                                                                
Archer-Daniels-Midland                 St. Louis                   Elevator                 2,154,000
                                       St. Louis, MO

Cargill Inc.                                                       Elevator                 2,481,000
                                       East St. Louis, IL

ConAgra Flour Mill                     Alton,                                               3,390,000
                                       IL
-----------------------------------------------------------------------------------------------------------


Note:    All Elevators listed are Federally licensed.

                                                                        07/01/00

                                  Page 1 of 1


                                  Appendix 10C


APPENDIX 10C - ELEVATORS IN THE MINNEAPOLIS AND ST. PAUL SWITCHING DISTRICTS
(OATS)

Following is a listing of the elevators in the Minneapolis and St. Paul, MN
Switching Districts which are approved as regular for the delivery of Oats
through June 30, 2002:



------------------------------------------------------------------------------------------------
                                                                           CAPACITY IN
     WAREHOUSE                           LOCATION                           BUSHELS
------------------------------------------------------------------------------------------------
                                                                  
Bunge Corporation                      Midway               Elevator        2,643,000
                                       Minneapolis, MN

                                       Port Bunge           Elevator        9,275,000
                                       Savage, MN

Cargill, Inc.                          Port                  Cargill       19,522,038
                                       Elevator                  "C"
                                       Savage, MN

Cenex Harvest States                   HSC Savage           Elevator          641,000
Co-Operatives                          Savage, MN

                                       Elevator #2                          1,400,000
                                       St. Paul, MN

                                       St. Paul         Elevator "M"        1,331,000
                                       St. Paul, MN

                                       Calumet              Elevator        1,323,000
ConAgra, Inc.                          Minneapolis, MN
                                       Electric Steel       Elevator
                                       Minneapolis, MN                      4,579,000

                                       Malt-One             Elevator        2,348,000
                                       Minneapolis, MN

                                       Marquette            Elevator        3,830,000
                                       Minneapolis, MN

                                       Shakopee             Elevator        1,122,000
                                       Shakopee, MN
                                       Delmar #4/Washburn          C

General Mills, Inc.                    Minneapolis, MN                      9,636,000

                                       Washburn             Elevator        2,400,000
                                       Checkerboard     Elevator   B
                                       Minneapolis, MN

                                       Washburn         D-Elevator T        4,047,000
                                       Minneapolis, MN

                                       Fridley              Elevator        4,955,000
                                       Fridley, MN
------------------------------------------------------------------------------------------------


NOTE:  ALL ELEVATORS ARE FEDERALLY LICENSED.

                                                                        11/01/00
                                  Page 1 of 1


                                 APPENDIX 10D

APPENDIX 10D - ELEVATORS IN THE TOLEDO, OHIO SWITCHING DISTRICT (WHEAT)

Following is a listing of the elevators in the Toledo, Ohio Switching District
which are approved as regular for the delivery of Wheat through June 30, 2002:



-----------------------------------------------------------------------------------------------------
                                                                                      CAPACITY IN
            WAREHOUSE                             LOCATION                              BUSHELS
-----------------------------------------------------------------------------------------------------
                                                                               
The Andersons Agriculture Group Andersons' Elevator                                   20,559,000
L.P.                               Maumee, Ohio

                                   Reynolds Road                                         983,000
                                   Toledo, Ohio

                                   Riverfront Elevator                                 7,232,000
                                   Toledo, Ohio

                                   Conant Street Elevator                              6,316,000
                                   Maumee, Ohio

                                   Edwin Drive Elevator                                6,732,000
                                   Toledo, Ohio
                                   Elevator
ADM/Countrymark, Inc.              Toledo, Ohio                                        9,795,000

                                   Grain Elevator                                      7,680,000
                                   Ottawa Lake, MI
-----------------------------------------------------------------------------------------------------

NOTE: ALL ELEVATORS ARE FEDERALLY LICENSED.

                                                                        07/01/00


                                  Page 1 of 1


                                 Appendix 10E

APPENDIX 10E - GRAIN

Beginning with new crop 1993 delivery months, the following maximum storage
rates, as specified in Regulation 1056.01, will be applicable to Chicago Board
of Trade approved elevators regular for the storage of grain:

          Wheat:    Effective July 1, 1993, the storage rate shall not exceed
                    15/100 of one cent per bushel per day.

          Oats:     Effective September 1, 1993, the storage rate shall not
                    exceed 13/100 of one cent per bushel per day.

The following is a listing of the storage rates effective prior to the
implementation of the maximum rates. Storage rates which are below the maximum
rates will remain in effect after implementation of the maximum rates.



-------------------------------------------------------------------------------------------------------------------
 WAREHOUSE & LOCATION                          RATE                            EFFECTIVE DATE
-------------------------------------------------------------------------------------------------------------------
                                                                         
The Andersons

    Maumee Elevator                      15/100 of a cent                       July 1, 1993
    Maumee, OH                           per bushel per day
    Conant Street                        15/100 of a cent                       July 1, 1998
    Toledo, OH                           per bushel per day
    Riverfront Elevator                  15/100 of a cent                       July 1, 1993
    Toledo, OH                           per bushel per day
    Edwin Drive                          15/100 of a cent                       July 1, 1998
    Toledo, Ohio                         per bushel per day
    Reynolds Road                        15/100 of a cent                       July 11, 1996
    Toledo, OH                           per bushel per day
ADM/Countrymark L.L.C., Inc.

    Elevator                             15/100 of a cent per bushel            April 30, 1998
    Toledo, OH                           per day (Wheat, Corn &
                                         Soybeans)
    Ottawa Lake Elevator Ottawa          15/100 of a cent per bushel            April 30, 1998
    Lake, MI                             per day

Archer-Daniels-Midland
    St. Louis Elevator                   10/100 of a cent                       October 1, 1993
    St. Louis, MO                        per bushel per day
Bunge Corporation                        13/100 of a cent                       September 1, 1993
                                         per bushel per day

    Midway Elevator                      13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Port Bunge

    Savage, MN                           13/100 of a cent                       April 3, 1996
                                         per bushel per day
Cargill, Inc.                            15/100 of a cent per bushel per day    August 18, 1999
   East St. Louis, IL
    Cargill Maumee Elevator              15/100 of a cent                       July 1, 1993
    Maumee, OH                           per bushel per day
    Cargill Maumee Elevator              13/100 of a cent                       September 1, 1993
    Toledo, OH                           per bushel per day
    Port Cargill Elevator "C"            15/100 of a cent                       July 1, 1993
    Savage, MN                           per bushel per day
    Cargill Burns Harbor
    Portage, IN                          10/100 of a cent                       October 1, 1993
                                         per bushel per day
Cenex/Harvest States Cooperatives
    St. Paul Elevator #B                 13/100 of a cent                       September 1, 1993
    St. Paul, MN                         per bushel per day
                                         (Oats)
    Harvest States Savage Elevator       13/100 of a cent                       September 1, 1993
    Savage, MN                           per bushel per day
    Elevator M                           13/100 of a cent                       September 1, 1993
    St. Paul, MN                         per bushel per day
                                         (Oats)
-------------------------------------------------------------------------------------------------------------------
Chicago & Illinois River                 15/100 of a cent per bushel per day    November 1, 1999
    Marketing L.L.C.
ConAgra Flour Mill                       15/100 of a cent per bushel per day    July 1, 1993
    Elevator
    Alton, IL
ConAgra, Inc.
-------------------------------------------------------------------------------------------------------------------


                                  Page 1 of 2


                                 Appendix 10E


-------------------------------------------------------------------------------------------------------------------
                                                                         
    Electric Steel     Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Calumet            Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Malt-one           Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Marquette          Elevator          13/100 of a cent                       October 4, 2000
    Minneapolis, MN                      per bushel per day
    Shakopee           Elevator          13/100 of a cent                       September 24,1994
    Shakopee, MN                         per bushel per day
General Mills, Inc.
    Fridley            Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Washburn           Elevator          13/100 of a cent                       April 20, 1994
    Minneapolis, MN                      per bushel per day
                                         (Oats)
    Washburn           Elevator          13/100 of a cent                       September 1, 1993
    Checkerboard                         per bushel per day
    Minneapolis, MN                      Oats)
-------------------------------------------------------------------------------------------------------------------


NOTE:    ALL ELEVATORS LISTED ARE FEDERALLY LICENSED.

                                                                        11/01/00

                                  Page 2 of 2


                                 Appendix 10F

APPENDIX 10F - RECIPROCAL AND INTERMEDIATE SWITCHING CHARGES

REFERENCE GUIDE ONLY - EFFECTIVE MAY 1, 1997
THE FOLLOWING RECIPROCAL AND INTERMEDIATE SWITCHING CHARGES APPLY AT ELEVATORS
REGULAR FOR DELIVERY WITHIN THE CHICAGO, IL AND BURNS HARBOR, IN SWITCHING
DISTRICTS. RATES ARE IN DOLLARS PER CAR UNLESS OTHERWISE INDICATED.



                                 RESULT AND/OR INTERMEDIATE
ELEVATOR:                        RECIPROCAL CARRIER:                               CARRIER AND END RESULT:
---------                        -------------------                               -----------------------
CARGILL                          CR OR IHB LINE HAUL                               DIRECT CONNECTION WITH ALL
                                                                                   OTHER CARRIERS.
BURNS HARBOR, IN                 RATE                                              OTHER CARRIERS.
--------------------------------------------------------------------------------------------------------------------
                                                                             
CHICAGO & ILLINOIS        RIVER  IHB - $242.00 PER CAR
MARKETING, L.L.C.
117/TH/ &                              $166.00 PER CAR (25-CAR)
TORRENCE                               $ 95.00 PER CAR (50-CAR)
CHICAGO, IL                            (PRIVATE CARS, CR, NS)
DIRECT CONECTION WITH ALL OTHER CARRIERS
                                 IHB   $261.00 PER CAR
                                       $184.00 PER CAR (25-CAR)
                                       $110.00 PER CAR (50-CAR)
                                       (ALL OTHER CARRIERS)
                                 CRL - $187.00 PER CAR
--------------------------------------------------------------------------------------------------------------------


THIS APPENDIX IS ONLY A REFERENCE GUIDE AND SHOULD NOT BE CONSTRUED AS A TRADING
RECOMMENDATION OF THE CHICAGO BOARD OF TRADE. DUE TO THE RAPID CHANGES IN
FREIGHT TARIFFS, WE DO NOT GUARANTEE THIS APPENDIX AS TO ACCURACY OR
COMPLETENESS. FOR CURRENT INFORMATION ON SWITCHING CHARGES CONTACT THE
RESPECTIVE RAIL CARRIER DIRECTLY.

                                                                        01/01/00

                                  Page 1 of 1


                                 Appendix 10G

APPENDIX 10G - GRAIN LOAD-OUT PROCEDURES

Following is a general outline of procedures for the load-out of grain covered
by Chicago Board of Trade ("CBOT") registered warehouse receipts/shipping
certificates. The procedures are based upon a combination of CBOT rules and
regulations and trade practice. Where applicable, CBOT rules and regulations are
cited.

1.   Cancellation of the Warehouse Receipt/Shipping Certificate at CBOT
     Registrar's Office.

          a.   To initiate the load-out process, the receipt/certificate holder,
               or owner, requests his clearing firm to cancel the warehouse
               receipt/shipping certificate at the CBOT Registrar's Office.

          b.   The Registrar bills the owner's clearing firm a cancellation fee
               of $1 per receipt. (Internal policy of CBOT Registrar's Office.)

2.   Surrender of the Cancelled Warehouse Receipt/Shipping Certificate.

          a.   The next step is for the owner to surrender the cancelled
               receipt/certificate to the regular warehouseman/shipper or his
               representative agent in Chicago. The agent must be a registered
               clearing member of the CBOT, be located in the vicinity of the
               CBOT and be available during business hours (except Exchange
               holidays). Business hours are 8:00 a.m. - 4:30 p.m., Monday -
               Thursday and 8:00 a.m. - 3:00 p.m. on Friday.

          b.   At this time, the warehouseman/shipper, at his option, may
               require the owner to pay storage/premium and insurance charges
               that have accumulated up to and including the date of surrender.
               (See items 6(a) and (b) below.) The warehouseman's/shipper's
               agent shall accept these payments during business hours.

          c.   At this time, the warehouseman, at his option, may also require
               the owner to pay the warehouseman or his agent a load-out fee of
               up to 6 cents per bushel. A fobbing charge of 4 cents per bushel
               was already paid at the time of delivery of corn and soybean
               shipping certificates. (The maximum load-out/fobbing fee, subject
               to change, is 6 cents per bushel for receipts and 4 cents per
               bushel for certificates. CBOT Regulation 1081.01(11).)

          d.   If the owner decides against loading out grain, he may notify the
               warehouseman's/shipper's agent that warehouse receipts/shipping
               certificates are to be re-issued. The warehouseman's/shipper
               agent, if requested by the owner, shall obtain the
               receipts/certificates from the warehouseman/shipper, and if agent
               is notified by 12:00 noon, re-issued receipts shall be
               deliverable by 4:00 p.m. the following business day. (Any
               reimbursement of expenses for making the grain available for
               loading must be mutually accepted by the maker and taker.
               Notification of agents is notification of principal. All fees are
               a matter between agent and principal.)

3.   Arrangement of Transportation Conveyance.

          a.   Next, the owner arranges for proper conveyance of the grain to be
               loaded out with a carrier; the conveyance may be rail cars,
               barge, or vessel, and must be clean and ready-to-load.

          b.   The owner provides the warehouseman/shipper with written loading
               orders that identify the vessel, barge, or number of rail cars
               that will take delivery of the grain, and that specify the grade
               and estimated number of bushels to be loaded.

          c.   An owner requesting vessel load-out, having surrendered canceled
               receipts/certificates and tendered written loading orders to the
               warehouseman/shipper, is entitled to the warehouse's/shipper's
               current scheduled load-in and load-out lineups, provided the
               owner gives to the warehouseman/shipper the identity of the
               vessel and the estimated-time-of-arrival no more than 5 calendar
               days prior to constructive placement of the vessel.

                                  Page 1 of 3


                                 Appendix 10G


               In addition, an owner is entitled to receive updated information,
               upon request, on the elevator's/shipping station's scheduled
               load-in and load-out lineups.

          d.   The carrier or its agent notifies the warehouseman/shipper of the
               "constructive placement" of the conveyance. The term
               "constructive placement" is defined in CBOT Regulations
               1081.01(12)A. (1), (2) and (3). Only the warehouseman/shipper can
               order the conveyance to the elevator/shipping station for actual
               placement for loading.

          e.   The warehouseman/shipper is not responsible for the failure of
               the carrier to present clean, ready-to-load conveyance to the
               warehouseman/shipper. (CBOT Regulation 1081.01(12) B.)


4.   Request for Grain Inspection or Stevedoring Service.

          a.   The owner may, at his option and expense, request the
               warehouseman/shipper to arrange inspection and weighing service
               provided by the Federal Grain Inspection Service ("FGIS").

          b.   In case of water load-out (barge or vessel), the owner should
               request the warehouseman/shipper to arrange stevedoring service.
               In this regard, the owner may designate to the
               warehouseman/shipper the stevedoring service he would like to
               use. The owner is responsible for charges incurred for
               stevedoring service.

          c.   The warehouseman/shipper does not control the availability of the
               FGIS and the stevedoring services.

5.       Actual Load-Out.

          a.   The warehouseman/shipper must load-out all conveyances in the
               order of their constructive placement. An operator of a regular
               facility in Chicago, Burns Harbor, along the Illinois Waterway,
               and St. Louis has the obligation of loading grain represented by
               warehouse receipts or shipping certificates giving preference to
               takers of delivery. (CBOT Regulation 1081.01(12) A.)

          b.   The warehouseman/shipper informs the owner of the time of loading
               completion and the release time of the conveyance to the carrier.

          c.   The warehouseman/shipper must advise the owner of any load-out
               difficulties. Inclement weather may delay loading.

          d.   The owner should be familiar with the tariff of the
               warehouse/shipping station where the load-out is to occur.

6.       Final Settlement of All Charges By Invoice

          a.   The owner pays the warehouseman/shipper storage/premium charges
               that have accumulated up to and including the 10th business day
               after constructive placement of the conveyance or the date of
               loading completion, whichever is earlier. (CBOT Regulation
               1081.01(12).) If the owner paid storage/premium charges when he
               surrendered the cancelled warehouse receipt/shipping certificate
               (see item 2(b) above) he now pays storage/premium charges that
               have accumulated since that time as invoiced.

          b.   The owner pays the warehouseman for the FGIS service and the
               stevedoring company for stevedoring service as invoiced.

          c.   With some exceptions for Burns Harbor delivery, the owner pays
               all transportation costs, including switching charges and
               demurrage, if any, to the appropriate transportation company.

                                  Page 2 of 3


                                 Appendix  10G

*/   The outline provided above is intended to serve only as a general guide to
     grain load-out procedures; certain of the discussed obligations of the
     warehouseman and owners may not apply in a particular situation or may be
     open to negotiation between the parties. Care has been taken in the
     preparation of this outline, but there is no warranty or representation
     expressed or implied by the Chicago Board of Trade or its member firms as
     to the accuracy or completeness of the material herein. In particular, CBOT
     rules and regulations may be revised from time accordingly, current rules
     and regulations, if applicable, should be consulted when there is a
     question about load-out. Please be advised that the U.S. Warehouse Act, as
     amended, a state law may also apply to, or govern, a particular situation.
     If you have legal questions concerning load-out, we recommend that you
     consult your legal counsel. (08/01/00)


                                  Page 3 of 3


                                Appendix 10C A

APPENDIX 10C A - CORN AND SOYBEAN SHIPPING STATIONS

Following is a listing of the shipping stations approved as regular for the
delivery of Corn and Soybeans for the period through June 30, 2002:



-------------------------------------------------------------------------------------------------------------------
BOTCC Code         Firm         Location      Mile        Approved   Daily Loading  Max. Certs      Location
                                             Marker       Capacity   Rate (bu/day)                Differential
                                                            (bu)                                   (cents/bu)
                                                                            
1750       Cargill, Inc.        Burns               340    5,473,000        165,000      1,094         par
                                Harbor,  IN
1705       Chicago & Illinois   Chicago, IL      329.4R    7,680,000        165,000      1,536         par
           River Marketing, LLC
1715       Louis Dreyfus        Lockport, IL     292.8R      204,000         55,000        330          2
1751       Cargill, Inc.        Lockport, IL     292.5R      574,000        110,000        660          2
1758       Cargill, Inc.        Morris, IL       263.3R      124,000        110,000        660          2
1752       Louis Dreyfus        Morris, IL       263.0R      304,000         55,000        330          2
1730       ADM/Growmark River   Morris-E, IL     263.0R      587,000        110,000        660          2
           Systems, Inc.
1731       ADM/Growmark River   Morris-W, IL     262.9R      230,000        110,000        660          2
           Systems, Inc.
1711       CIRM                 Seneca, IL          253      THROUGH         55,000        330          2
                                                                 PUT

1759       Cargill, Inc.        Seneca, IL       252.5R      846,000        110,000        660          2
1732       ADM/Growmark River   Ottawa-N, IL     241.8R      988,000        110,000        660        2 1/2
           Systems, Inc.
1753       Cargill, Inc.        Ottawa, IL       238.5L      880,000        165,000        990        2 1/2
1733       ADM/Growmark River   Ottawa-S, IL     236.9L      107,000        110,000        660        2 1/2
           Systems, Inc.
1765       Maplehurst Farms,    Ottawa, IL       236.4R            0         55,000        330        2 1/2
           Inc.
1701       Consolidated Grain   Utica, IL          229L      681,000         55,000        330        2 1/2
           and Barge Co.
1714       Louis Dreyfus        Utica, IL          229L  THROUGH PUT        110,000        660        2 1/2
1734       ADM/Growmark River   La Salle, IL     223.3R       84,000        110,000        660        2 1/2
           Systems, Inc.
1702       Consolidated Grain   Peru, IL         222.9R            0         55,000        330        2 1/2
           and Barge Co.
1713       Louis Dreyfus        Peru, IL         222.9R  THROUGH PUT         55,000        330        2 1/2
1735       ADM/Growmark River   Spring           218.4R      109,000        110,000        660        2 1/2
           Systems, Inc.        Valley, IL
1754       Cargill, Inc.        Spring           218.3L    1,433,000        165,000        990        2 1/2
                                Valley, IL
1736       ADM/Growmark River   Hennepin, IL     207.7L      500,000        110,000        660        2 1/2
           Systems, Inc.
1760       Cargill, Inc.        Hennepin, IL     207.5L      110,000        110,000        660        2 1/2
1703       Consolidated Grain   Hennepin, IL     207.4R      416,000         55,000        330        2 1/2
           and Barge Co.
1712       Louis Dreyfus        Hennepin, IL     207.4R  THROUGH PUT        110,000        660        2 1/2
1737       ADM/Growmark River   Henry, IL        195.8R      552,000         55,000        330        2 1/2
           Systems, Inc.
1738       ADM/Growmark River   Lacon, IL        189.5L      199,000        110,000        660        2 1/2
           Systems, Inc.
1761       Cargill, Inc.        Lacon, IL        189.3L      487,000        110,000        660        2 1/2
1739       ADM/Growmark River   Chillicothe,     180.5R      172,000         55,000        330        2 1/2
           Systems, Inc.        IL
1740       ADM/Growmark River   Creve  Coeur,    158.1L    1,401,000        110,000        660          3
           Systems, Inc.        IL
1741       ADM/Growmark River   Peoria, IL       161.4R    1,931,000        110,000        660          3
           Systems, Inc.
1700       Cargill, Inc./AGRI   Pekin, IL        152.8R            0        165,000        990          3
           Grain Marketing
1720       Tomen America        Pekin, IL        152.2L      732,000        110,000        660          3
-------------------------------------------------------------------------------------------------------------------


                                Appendix 10C A
                                                                     (11/01/00)

                                  Page 1 of 1


                                Appendix 10S A


APPENDIX 10S A - SOYBEAN ONLY SHIPPING STATIONS

See Appendix 10C A - CORN AND SOYBEAN SHIPPING STATIONS for shipping stations
approved as regular for the delivery of Soybeans above Illinois River Mile
Marker 151.

Following is a listing of additional shipping stations approved as regular for
the delivery of Soybeans only for the period through June 30, 2002:



---------------------------------------------------------------------------------------------------------------------------
BOTCC              Firm            Location              Mile          Approved        Daily         Max.       Location
Code                                                    Marker         Capacity       Loading       Certs      Differential
                                                                         (bu)           Rate                    (cents/bu)
                                                                                      (bu/day)
                                                                                           
1755        Cargill, Inc.          Havana-N, IL           119.9L          575,000         55,000       330       3 1/2
1766        Prairie Central Co-op  Havana-N, IL           119.9L          THROUGH         55,000       330       3 1/2
            Inc.                                                              PUT
1762        Cargill, Inc.          Havana-S, IL           119.8L          738,000         55,000       330       3 1/2
1742        ADM/Growmark River     Havana-N, IL           119.6L        1,093,000        165,000       990       3 1/2
            Systems, Inc.
1743        ADM/Growmark River     Havana-S, IL           119.3L          178,000        110,000       660       3 1/2
            Systems, Inc.
1763        Cargill, Inc.          Beardstown, IL          88.1L          439,000         55,000       330       3 1/2
1744        ADM/Growmark River     Beardstown, IL          91.0R        2,757,000        110,000       660       3 1/2
            Systems, Inc.
1756        Cargill, Inc.          Merdedosia, IL          71.3L          962,000        110,000       660       3 1/2
1745        ADM/Growmark River     Naples, IL              66.1L          310,000        110,000       660       3 1/2
            Systems, Inc.
1706        Zen-Noh Grain Corp.    Naples, IL                65L          THROUGH         55,000       330       3 1/2
                                                                              PUT
1704        Consolidated Grain     Naples, IL                65L        6,247,000         55,000       330       3 1/2
            and Barge Co.
1746        ADM/Growmark River     Florence, IL            57.2R          143,000         55,000       330       3 1/2
            Systems, Inc.
1757        Cargill, Inc.          Florence, IL            55.3R        1,855,000        165,000       990       3 1/2
1717        Granite Grain          Granite  City, IL   UM 185.5L                0         55,000       330       6
1747        ADM/Growmark River     St. Louis, MO         UM 184R        2,154,000        220,000     1,320       6
            Systems, Inc.
1764        Cargill, Inc.          E. St.  Louis, IL     UM 179L        2,481,000        110,000       660       6
1710        Peavey Co., a          Sauget, IL            UM 177L          288,000        110,000       660       6
            ConAgra Trade
            Group company
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                 (04/01/00)


                                  Page 1 of 1


                                 Appendix 11A

APPENDIX 11A - CRUDE SOYBEAN OIL

Following is a listing of the firms approved for the delivery of Crude Soybean
Oil through June 30, 2002:



-------------------------------------------------------------------------------------------------------
                                                                                 MAXIMUM
                FIRM/FACILITIES                       REGULAR SPACE             RECEIPTS
                                                        (POUNDS)            ALLOWED TO ISSUE
-------------------------------------------------------------------------------------------------------
                                                                      
AG PROCESSING, INCORPORATED
    Dawson, MN                                           26,324,000                      438
    Eagle Grove, IA                                      20,000,000                      333
    Emmetsburg, IA                                       10,000,000                      166
    Fort Dodge, IA                                       13,000,000                      216
    Manning, IA                                           9,000,000                      150
    Mason City, IA                                       36,000,000                      600
    Omaha, NE                                            40,000,000                      666
    Sergeant Bluff, IA                                   31,500,000                      525
    Sheldon, IA                                          19,200,000                      320
    St. Joseph, MO                                       24,000,000                      400
ARCHER DANIELS MIDLAND COMPANY
    Decatur, IL                                         180,000,000                    3,000
    Des Moines, IA                                       40,600,000                      676
    Frankfort, IN                                        39,000,000                      650
    Galesburg, IL                                        11,400,000                      190
    Granite City, IL                                     40,000,000                      666
    Lincoln, NE                                          27,000,000                      450
    Mankato, MN                                          51,000,000                      850
    Mexico, MO                                           43,000,000                      716
    N. Kansas City, MO                                   42,000,000                      700
    Quincy, IL                                           54,500,000                      908
    Taylorville, IL                                      29,900,000                      498
BUNGE CORPORATION
    Emporia, KS                                          36,600,000                      610
    Fort Wayne, IN                                       45,750,000                      762
    Logansport, IN                                       62,000,000                    1,033
CARGILL, INCORPORATED
    Ackley, IA                                          160,000,000                    2,666
    Bloomington, IL                                       3,900,000                       65
    Buffalo, IA                                          36,800,000                      613
    Cedar Rapids, IA                                      1,920,000                       32
    Cedar Rapids, (E), IA                                 9,300,000                      155
    Des Moines, IA                                        8,490,000                      141
    Iowa Falls, IA                                       20,000,000                      333
    Kansas City, MO                                       7,000,000                      116
    Lafayette, IN                                         9,000,000                      150
CENEX HARVEST STATES COOPERTIVES
(Honeymead Products Co. division)
    Mankato, MN                                           6,000,000                      100
CENTRAL SOYA COMPANY, INC.
    Decatur, IN                                         118,950,000                    1,982
    Gibson City, IL                                      50,325,000                      838
CHICAGO & ILLINOIS RIVER MARKETING, LLC
    Chicago, IL                                           4,725,000                       78
INCOBRASA INDUSTRIES, LTD.
    Gilman, IL                                           91,500,000                    1,525
LAUHOFF GRAIN COMPANY
    Danville, IL                                         91,500,000                    1,525
SOUTH DAKOTA SOYBEAN PROCESSORS, INC.
    St. Paul, MN                                        111,565,000                      192
    Volga, SD                                           138,000,000                    2,300
ZEELAND FARM SERVICES, INC.
    Chicago, IL                                          40,800,000                      680


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


                                  Page 1 of 1


                                 Appendix 11A

                                                                        05/01/01

                                  Page 2 of 1


                                 Appendix 11B

APPENDIX 11B - SOYBEAN OIL DELIVERY DIFFERENTIALS IN CENTS
PER 100 LBS.



 DELIVERY TERRITORY/WAREHOUSE LOCATION          DIFFERENTIALS
                                                 
ILLINOIS TERRITORY
   Bloomington, IL                                   PAR
   Danville, IL                                      PAR
   Decatur, IL                                       PAR
   Galesburg, IL                                     PAR
   Gibson City, IL                                   PAR
   Gilman, IL                                        PAR
   Granite City, IL                                  PAR
   Quincy, IL                                        PAR
   Taylorville, IL                                   PAR
EASTERN TERRITORY
   Decatur, IN                                       (20)
   Fort Wayne, IN                                    (20)
   Frankfort, IN                                     (20)
   Indianapolis, IN                                  (20)
   Lafayette, IN                                     (20)
   Logansport, IN                                    (20)
EASTERN IOWA TERRITORY
   Ackley, IA                                        (20)
   Buffalo, IA                                       (20)
   Cedar Rapids, IA                                  (20)
   Cedar Rapids (E), IA                              (20)
   Des Moines, IA                                    (20)
   Iowa Falls, IA                                    (20)
   Mason City, IA                                    (20)
SOUTHWEST TERRITORY
   Kansas City, MO                                   (5)
   Mexico, MO                                        (5)
   N. Kansas City, MO                                (5)
   St. Joseph, MO                                    (5)
   Emporia, KS                                       (5)
NORTHWEST TERRITORY
   Eagle Grove, IA                                   (55)
   Emmetsburg, IA                                    (55)
   Fort Dodge, IA                                    (55)
   Manning, IA                                       (55)
   Sergeant Bluff, IA                                (55)
   Sheldon, IA                                       (55)
   Dawson, MN                                        (55)
   Mankato, MN                                       (55)
   St. Paul, MN                                      (55)
   Lincoln, NE                                       (55)
   Omaha, NE                                         (55)
   Volga, SD                                         (55)





DIFFERENTIALS FOR SOYBEAN OIL DELIVERY MONTHS JANUARY THRU DECEMBER 2001
Illinois          Eastern       Eastern Iowa       Southwest       Northwest
--------          -------       ------------       ---------       ---------
                                                      
Par               (20)          (20)               (5)             (55)


( ) - Differentials enclosed by parentheses ( ) are discounts.
                                                                        05/01/01


                                  Page 1 of 2


                                 Appendix 12A


APPENDIX 12A - SOYBEAN MEAL

Following is a listing of the firms approved for the delivery of Soybean Meal
through June 30, 2002:



-----------------------------------------------------------------------------------------
                                                  DAILY RATE             MAXIMUM
               FIRM/FACILITY                      OF LOADING           CERTIFICATES
                                                    (TONS)           BONDED TO ISSUE
-----------------------------------------------------------------------------------------
                                                                
Ag Processing Incorporated
    Eagle Grove, IA                                 1,600                  1048*
    Manning, IA                                       600
    Mason City, IA                                    700
    Emmetsburg, IA                                    700
    Sergeant Bluff, IA                              1,000
    Sheldon, IA                                       840
    St. Joseph, MO                                    600
Archer-Daniels-Midland
    Decatur, IL                                     2,000                   345
    Des Moines, IA                                  1,500                   253
    Fostoria, OH                                      600                   103
    Frankfurt, IN                                     800                   128
    Galesburg, IL                                     400                    70
    Helena, AR                                        748                   122
    Little Rock, AR                                   400                    78
    Mexico, MO                                        700                   115
    N. Kansas City, MO                                800                   140
    Quincy, IL                                      2,000                   349
    Taylorville, IL                                   700                   125
Bunge Corporation
    Cairo, IL                                       2,000                   300
    Council Bluffs, IA                              2,500                   575
    Decatur, AL                                       960                   144
    Marks, MS                                        1200                   330
Cargill, Incorporated
    Bloomington, IL                                   600                  1667*
    Cedar Rapids (E), IA                            1,500
    Des Moines, IA                                  1,100
    Guntersville, AL                                  900
    Iowa Falls, IA                                  1,500
    Kansas City, MO                                 1,500
    Lafayette, IN                                     850
    Sioux City, IA                                  1,200
    Sidney, OH                                      1,500
Central Soya Company, Incorporated
    Bellevue, OH                                    1,100                  1630*
    Decatur, IN                                     2,000
    Gibson City, IL                                   800
    Morristown, IN                                   1000
Consolidated Grain & Barge Company
    Mt. Vernon, IN                                  1,000                   210
Lauhoff Grain Company
    Danville, IL                                      960                 1,144
Owensboro Grain Company
    Owensboro, KY                                   1,600                   553
Riceland Foods, Incorporated
    Stuttgart, AR                                     325                    98
-----------------------------------------------------------------------------------------


*total number of certificates allowed to issue for all facilities combined
 -----


                                                                        02/01/01


                                  Page 1 of 1


                                 Appendix 12B

APPENDIX 12B - SOYBEAN MEAL LOCATIONS
APPROVED FOR DELIVERY AND THEIR DISCOUNTS OR PREMIUMS

CENTRAL TERRITORY - AT CONTRACT PRICE
Bloomington,IL
Cairo, IL
Danville, IL
Decatur, IL
Galesburg, IL
Gibson City, IL
Quincy, IL
Taylorville, IL
Owensboro, KY
EASTERN IOWA TERRITORY - $4.50 DISCOUNT
Cedar Rapids, (East), IA
Des Moines, IA
Iowa Falls, IA
MIDSOUTH TERRITORY - $6.50 PREMIUM
Decatur, AL
Guntersville, AL
Helena, AR
Little Rock, AR
Marks, MS
Stuttgart, AR.
MISSOURI TERRITORY - AT $1.00 PREMIUM
Kansas City, MO
Mexico, MO
N. Kansas City, MO
St. Joseph, MO
NORTHERN TERRITORY - $4.00 DISCOUNT
Eagle Grove, IA
Council Bluffs, IA
Emmetsburg, IA
Manning, IA
Mason City, IA
Sergeant Bluff, IA
Sheldon, IA
Sioux City, IA
NORTHEAST TERRITORY -$1.50 PREMIUM
Bellevue, OH
Decatur, IN
Fostoria, OH
Frankfurt, IN

                                  Page 1 of 2


                                 Appendix 12B

NORTHEAST TERRITORY -$1.50 PREMIUM (Continued)

Lafayette, IN
Morristown, IN
Mt. Vernon, IN
Sidney, OH

DIFFERENTIALS FOR SOYBEAN MEAL DELIVERY MONTHS JANUARY THRU DECEMBER 2001

Central  Northeast  Mid South  Missouri    Eastern Iowa  Northern
-------  ---------  ---------  --------    ------------  --------

Par      +$1.50     +$6.50     +$1.00      -$4.50        -$4.00

                                                                        02/01/01

                                  Page 2 of 2




APPENDIX 14A - BRANDS APPROVED FOR DELIVERY AGAINST SILVER CONTRACTS



---------------------------------------------------------------------------------------------------------------------------
                  PRODUCER                               REFINERY                               BRAND MARK
---------------------------------------------------------------------------------------------------------------------------
                                                                              
American Metal Climax, Inc.                   Carteret, NJ                          DRW
Anaconda                                      Raritan, NJ                           UMS Co. & or Raritan
ASARCO Incorporated                           Perth Amboy, NJ                       ASARCO-PERTH AMBOY
                                              Baltimore, MD                         ASARCO-BALTIMORE
                                              Selby, CA                             ASARCO-SELBY
                                              Selby, CA                             SELBY GOLD & SILVER REFINERY, SAN
                                                                                    FRANCISCO, CA
                                              Amarillo, TX                          ASARCO SILVER, AMARILLO, TX
Bunker Hill Company                           Kellogg, ID                           BUNKER HILL
CCR Canada/Noranda Inc.                       Quebec, Canada                        CCR Canada
Cerro Corporation                             Oroya, Peru                           C de P
Cobalt Refinery Division                      Cobalt, Ontario, Canada               CRK
   Kam-Kotia Mines Ltd.
Cominco Ltd.                                  Trail B.C.                            Tadanac
Comptoir Lyon-Alemand-Louyot                  Noisy Le Sec, France                  COMPTOIR-LYON-ALEMAND, LOUYOT-PARIS
Degussa                                       Hanau, Federal Republic of Germany    DEGUSSA
Empresa Minera Del Centro Peru                La Oroya - Peru                       C.P. Industria - Peruana
Engelhard Industries, Inc.                    Newark, NJ                            E
Engelhard Industries, Ltd.                    Gloucestershire, England              ENGELHARD, LONDON
Inco Limited                                  Copper Cliff, Ontario, Canada         ORC
Industrial Minera Mexico, S.A.                Monterrey, Nuevo Leon, Mexico         IMM-MONTERREY
Johnson Matthey Limited                       Brampton, Ontario Canada              JM CANADA & JM&M LTD CANADA
Johnson Matthey Chemicals                     Brimsdown, Middlesex, England         JOHNSON MATTHEY LONDON
Johnson Matthey Refining Co.                  Salt Lake City, UT                    JMRI USA ASSAY OFFICE
Kennecott                                     Garfield, UT                          KUE
Metallurgie Hoboken-Overpelt,                 Hoboken, Belgium                      HOBOKEN
    S.A.
Mitsubishi Metal Corporation                  Osaka, Japan                          Mitsubishi
Norddeutsche Affinerie                        Hamburg, W. Germany                   N (number) A
Rosenthal & Company 1/                        New York, New York                    RoCo

Sheffield Smelting Company,                   Sheffield, England                    THE SHEFFIELD SMELTING CO. LTD.
    Ltd., The                                                                       SHEFFIELD, ENGLAND
Spiral Metal Co., Inc. 2/                     South Amboy, NJ                       S-M

Sunshine Mining Company                       Kellogg, ID                           SUNSHINE
U.S. Assay Office                             New York, New York                    Seal of the U.S.
                                              San Francisco, CA
U.S. Mint                                     Philadelphia, PA                      Seal of the U.S.
Valcambi, S.A.                                Balerna, Switzerland                  VALCAMBI SA CHI
---------------------------------------------------------------------------------------------------------------------------


1/     Bars must be accompanied by a certificate of analysis of an official

       assayer showing a silver fineness of not less than 999.

2/     Bars may be delivered only if there is tendered in addition to the

       customary documents:

             -   An affidavit or other suitable documentary evidence
       establishing that the silver was produced prior to January 1, 1972, or

             -   An assay certificate of an independent assayer in a form
       acceptable to the Exchange.

                                  Page 1 of 1





           APPENDIX 14B - VAULTS APPROVED FOR THE STORAGE OF SILVER

The following is a listing of vaults approved for the storage of SILVER through
June 30, 2002:



---------------------------------------------------------------------------------------------
                  Chicago Vaults Regular for 1,000 and 5,000 Ounce Silver
                                                                     STORAGE CAPACITY
                           VAULT                                       (Troy ounces)
                                                                  
Bank One N.A.                                                                  2,800,000
Chicago, IL
Harris Trust and Savings Bank                                                 15,000,000
Chicago, IL
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
                        New York Vaults Regular for 1,000 and 5,000 Ounce
                                                                     STORAGE CAPACITY
                           VAULT                                       (Troy ounces)
HSBC Bank USA                                                                120,000,000
New York, NY
---------------------------------------------------------------------------------------------


                                                                        06/01/01

                                  Page 1 of 1




APPENDIX 14C - COMMODITY EXCHANGE, INC. LICENSED DEPOSITORIES FOR SILVER



------------------------------------------------------------------------------
         DEPOSITORY                                        FACILITIES
------------------------------------------------------------------------------
                                                  
ScotiaMocatta Depository,
A Division of The Bank of Nova Scotia                4 World Trade Center
4 World Trade Center                                 New York, NY
New York, N.Y. 10048
(Orders: (212) 912-8530

HSBC Bank USA
1 West 39/th/ Street, SC 2 Level                     1 West 39/th/ Street, SC 2 Level
New York, N.Y. 10018                                 New York, NY
(Orders:  (212) 525-6439)

Brink's Incorporated
Suite 400                                            652 Kent Avenue
580 5/th/ Avenue                                     Brooklyn, NY
New York, N.Y. 10036
(Orders:  (718) 260-2200)

Delaware Depository Service Company, LLC
3601 North Market Street                             3601 North Market Street
Wilmington, Delaware 19802                           Wilmington, Delaware
(Orders:  (302) 765-3884)

                                                     4200 Governor Printz Blvd.
                                                     Wilmington, Delaware
------------------------------------------------------------------------------


                                                                        04/01/01

                                  Page 1 of 1





APPENDIX 14D - SILVER VAULT CHARGES

Withdrawal and storage charges of the approved vaults in connection with the
storage of SILVER are as follows:



--------------------------------------------------------------------------------
                                                     1,000 OZ. SILVER
--------------------------------------------------------------------------------
                                          
Bank One
--------
 .          storage charge:                   $0.08 per bar per calendar day

 .          withdrawal charge:                1-13 bars, $100.00
                                             13 or more bars, $8.00 per bar
Harris Trust and Savings Bank
-----------------------------
 .          storage charge:                   $0.08 per bar per day

 .          withdrawal charge:                $13.50 per bar
                                             ($100.00 minimum charge)
 .          conversion fee:                   $10.00 per receipt

HSBC Bank USA
-------------
 .          storage charge                   $4.00 per month

 .          withdrawal charge                $15.00

 .          receipt replacement              $5.00 per receipt
--------------------------------------------------------------------------------


All storage charges on 1,000 oz. silver contract are to be paid on an annual
basis.



--------------------------------------------------------------------------------
                                                     5,000 OZ. SILVER
--------------------------------------------------------------------------------
                                          
Bank One
--------
 .          storage charge:                   $0.08 per bar per calendar day

 .          withdrawal charge:                1-13 bars, $100.00
                                             13 or more bars, $8.00 per bar
Harris Trust and Savings Bank
-----------------------------
 .          storage charge:                   $0.40 per bar per day

 .          withdrawal charge:                $67.50 per contract

 .          conversion fee:                   $25.00 per receipt ($100.00 minimum
                                             charge)
HSBC Bank USA
-------------
 .          storage charge:                   $18.50 per contract per month

 .          withdrawal charge:                $65.00 per contract

 .          conversion fee:                   $5.00 per receipt
--------------------------------------------------------------------------------


                                                                        06/01/01


                                  Page 1 0f 1




APPENDIX 14E - OFFICIAL ASSAYERS

Ledoux & Company
359 Alfred Avenue
Teaneck, New Jersey 07666
Tel. (201) 837-7160
International Testing Laboratories
580 Market Street
Newark, New Jersey  07105
Tel. (201) 589-4772

                                  Page 1 of 1


                                  Appendix 15A

APPENDIX 15A - BRANDS APPROVED FOR DELIVERY AGAINST
GOLD CONTRACTS

BRAND:            Argor S.A.                                   [LOGO OF ARGOR]
REFINER:          Argor S.A.
                  Via C. Cattaneo
                  Chiasso Switzerland
PARENT:           Union Bank of Switzerland
                  Bahnhofstrasse 45
                  8021 Zurich Switzerland


BRAND:            ASARCO (100 oz. Gold only)                 [LOGO OF ASARCO]
REFINER:          ASARCO INCORPORATED
                  Amarillo TX
PARENT:           ASARCO Incorporated
                  120 Broadway
                  New York NY 10005



BRAND:            Baker                                     [LOGO OF BAKER]
REFINER:          Engelhard Industries Division
                  429 Delancy Street
                  Newark NJ  07105
PARENT:           Engelhard Minerals and Chemicals Corporation
                  299 Park Avenue
                  New York NY 10017

                                 Page 1 of 11




                                 Appendix 15A

BRAND:            Canadian Copper Refiners Ltd.                  [LOGO OF CCR]
REFINER:          Canadian Copper Refiners Ltd.
                  Montreal East
                  Quebec Canada
PARENT:           Noranda
                  P.O. Box 45
                  Commerce Court West
                  Toronto Ontario
                  Canada M5L 1B6


BRAND:            Casa Da Moeda Do Brasil - CMB (Kilo Gold Only) [LOGO OF CMB]
REFINER:          Casa Da Moeda Do Brasil - CMB
                  Rua Rene' Bitencourt, no 371
                  Distrito Industrial de Santa Cruz
                  CEP:  23.500 - Rio de Janeiro - RJ/Brasil
PARENT:           Casa Da Moeda Do Brasil - CMB
                  Rua Rene' Bitencourt, no 371
                  Distrito Industrial de Santa Cruz
                  CEP:  23.500 - Rio de Janeiro - RJ/Brasil



BRAND:            Compagnie des Metaux Precieux (CMP)            [LOGO OF CMP]
REFINER:          Compagnie des Metaux Preciuex S.A.
                  75, Boulevard P.V. Couturier
                  942000 IVRY-France
PARENT:           Swiss Bank Corporation
                  Paradeplatz
                  8001 Zurich Switzerland

                                Page 2 of 11




                                 Appendix 15A

BRAND:            Comptoir Lyon-Alemand Louyot         [LOGO OF COMPTOIR]
                  Comptoir Lyon-Alemand Louyot
                  41 Rue de Paris
                  93130 NOISY LE SEC
                  France
PARENT:           Comptoir Lyon-Alemand Louyot
                  13 Rue de Montmorency
                  75139 Paris Cedex 03 France


BRAND:            Credit Suisse                        [LOGO OF CREDIT SUISSE]
REFINER:          Valcambi
                  6828 Balerna Switzerland
PARENT:           Swiss Credit Bank
                  8021 Zurich Switzerland


BRAND:            Degussa                              [LOGO OF DEGUSSA]
REFINER:          Degussa
                  Metallwerk Wolfgang
                  6450 Hanau
                  Stadtteil Wolfgang
PARENT:           Degussa
                  6000 Frankfurt (Main) 1
                  Weissfrauenstrasse 9
                  Federal Republic of
                  Germany
                                 Page 3 of 11




                                 Appendix 15A


BRAND:            Degussa Canada Ltd.                      [LOGO OF DEGUSSA]
REFINER:          Degussa Canada Ltd.
                  4261 Mainway Drive
                  Burlington, Ontario
                  L7R 3Y8, Canada
PARENT:           Degussa AG of Frankfurt
                  Federal Republic of Germany



BRAND:            DRW  (100 oz. Gold only)                 [LOGO OF DRW]
REFINER:          United States Metal Refining Company
                  Carteret NJ
PARENT:           AMAX Inc.
                  200 Park Avenue
                  New York NY 10017



BRAND:            Engelhard and Engelhard with Trade Mark  [LOGO OF ENGELHARD]
REFINER:          Engelhard Industries of Canada Ltd.
                  512 King Street East
                  Toronto Ontario M5A 1M2 Canada
PARENT:           Engelhard Industries of Canada Ltd.
                  512 King Street East
                  Toronto Ontario M5A 1M2 Canada

                                 Page 4 of 11




                                 Appendix 15A


BRAND:            Engelhard (logo)
                  Engelhard E (frank)                 [LOGO OF ENGLEHARD]
REFINER:          Engelhard Industries Division
                  429 Delancy Street
                  Newark NJ 07974
PARENT:           Engelhard Minerals and Chemicals
                  Corporation
                  299 Park Avenue
                  New York NY 10017


BRAND:            Engelhard - London              [LOGO OF ENGLEHARD INDUSTRIES]
REFINER:          Engelhard Industries Ltd.
                  Cox Lane Chessington
                  Surrey England
PARENT:           Engelhard Industries Ltd.
                  St. Nicholas House
                  St. Nicholas Road
                  Sutton Surrey England


BRAND:            HH Handy & Harman                [LOGO OF HANDY & HARMAN]
REFINER:          Handy & Harman
                  Frank Mossberg Drive
                  Attleboro MA  02703
PARENT:           Handy & Harman
                  850 Third Avenue
                  New York NY 10022


                                 Page 5 of 11




                                 Appendix 15A

BRAND:            Homestake Mining Company           [LOGO OF HOMESTAKE MINING]
REFINER:          Homestake Mining Company of California
                  215 West Main
                  Lead, SD 57754-1603
PARENT:           Homestake Mining Company
                  of California
                  215 West Main
                  Lead, SD 57754-1603


BRAND:            Johnson Matthey London            [LOGO OF JOHNSON LONDON]
REFINER:          Johnson Matthey Chemicals Ltd.
                  Orchard Road
                  Royston Hertfordshire SG8 5HE
                  England
PARENT:           Johnson Matthey Chemicals Ltd.
                  Stockingswater Lane
                  Brimsdown Enfield
                  Middlesex EN 37PW England


BRAND:            Johnson Matthey Canada             [LOGO OF JOHNSON LTD]
REFINER:          Johnson Matthey Limited
                  130 Glidden Road
                  Brampton Ontario L6W 3M8
PARENT:           Johnson Matthey 7 Co., Ltd.
                  15 King Street
                  London EC2 England

                                 Page 6 of 11




                                 Appendix 15A

BRAND:            Johnson Matthey Inc., Salt Lake City Utah
REFINER:          Johnson Matthey Inc.                   [LOGO OF JOHNSON INC.]
                  4601 West 2100 South
                  Salt Lake City, Utah 84120-1221
PARENT:           Precious Metals Division of Johnson Matthey PLC



BRAND:            Matthey Bishop USA                 [LOGO OF MATHEY BISHOP USA]
REFINER:          Matthey Bishop, Inc.
                  Piney Hollow Road
                  Winslow NJ
PARENT:           Matthey Bishop, Inc.
                  Malvern PA 19355




BRAND:            Metallurgie Hoboken Overpelt     [LOGO OF MHO]
REFINER:          Metallurgie Hoboken Overpelt
                  Hoboken Belgium
PARENT:           Metallurgie Hoboken Overpelt S.A.
                  Adolf Greinerstraat 14
                  B-2710 Hoboken Belgium

                                 Page 7 of 11




                                 Appendix 15A

BRAND:            Metaux Precieux S.A. Neuchatel    [LOGO OF SWISS BANK CO]
REFINER:          Metaux Precieux S.A.
                  Avenue due Vignoble 2
                  CH - 2000 Neuchatel Switzerland
PARENT:           Swiss Bank Corporation
                  Paradeplatz 8001 Zurich, Switzerland


BRAND:            Mitsubishi                       [LOGO OF MITSIBISHI]
REFINER:          Osaka Refinery of Mitsubishi
                  Metal Corporation
                  Kita-ku Osaka Japan
PARENT:           Mitsubishi Metal Corporation
                  #5-2 Ohte-machi 1-Chome
                  Chiyoda-ku Tokyo Japan



BRAND:            Norddeutsche Affinerie (N.A.)      [LOGO OF NA]
REFINER:          Norddeutsche Affinerie
                  Hovestrasse 50
                  2000 Hamburg 28 West Germany
PARENT:           Norddeutsche Affinerie
                  Alsterterrasse 2
                  Postfach 67 2000 Hamburg 36
                  West Germany

                                 Page 8 of 11

                                    628 of


                                 Appendix 15A

BRAND:            The Royal Canadian Mint      [LOGO OF ROYAL CANADA MINT]
REFINER:          The Royal Canadian Mint
PARENT:           The Roybal Canadian Mint
                  320 Sussex
                  Drive
                  Ottawa Ontario Canada K1A OG8
BRAND:            Sheffield Smelting Co., Ltd.
REFINERS:         -Sheffield Smelting Co., Ltd.



(1)               Cox Lane Chessington        (1)  [LOGO OF SHEFFIELD SMELTING]
                  Surrey England


(2)               -Engelhard Industries Division   (2) [LOGO OF SHEIFFIELD]
                  Engelhard Minerals & Chemicals Corp.
                  430 Mountain Avenue
                  Murray Hill NJ 07974

                                 Page 9 of 11




                                 Appendix 15A


(3)               -Engelhard Industries of Canada   [LOGO OF ENGLEHARD IN]
                  512 King Street East
                  Toronto 248 Canada
PARENT:           Engelhard Industries Ltd.
                  St. Nicholas House
                  St. Nicholas Road
                  Sutton Surrey SM1 1EH England


BRAND:            Societe de Banque Suisse (SBS)   [LOGO OF SBS]
REFINER:          Metaux Precieux S.A.
                  CH-2000
                  Neuchatel 9 Switzerland
                  (also Le Locle Switzerland)
PARENT:           Swiss Bank Corporation
                  Paradeplatz
                  8001 Zurich Switzerland


BRAND:            Tanaka                            [LOGO OF TANAKA]
REFINER:          Hiratsuka Works No. 2
                  Tanaka Kikinzoku Kogyo K. IK. 2-14
                  Nagatoro Hiratsuka Kanagawa
                  Prefecture 254 Japan
PARENT:           Tanaka Kikinzoku Kogyo K. IK.
                  6-6 Nihonbashi Kayabacho 2-Chome
                  Chuo-ku Tokyo 103 Japan

                                 Page 10 of 11

                                    630 of


                                 Appendix 15A

BRAND:            Valcambi                          [LOGO OF VALCAMBI]
REFINER:          Valcambi, S.A.
                  1628 Balerna, Switzerland
PARENT:           Swiss Credit Bank
                  Paradeplatz
                  8000 Zurich Switzerland

Please Note:      Brands are approved on both the one kilo and 100 ounce Gold
                  contract unless otherwise indicated.

                                 Page 11 of 11







APPENDIX 15B - VAULTS APPROVED FOR THE STORAGE OF GOLD

The following is a listing of vaults approved for the storage of GOLD through
June 30, 2002:

--------------------------------------------------------------
                                              STORAGE CAPACITY
                VAULT                           (Troy ounces)
--------------------------------------------------------------
Bank One N.A.                                       500,000
Chicago, IL
--------------------------------------------------------------
Harris Trust and Savings Bank                       745,000
Chicago, IL
--------------------------------------------------------------
HSBC Bank USA                                     5,000,000
New York, NY
--------------------------------------------------------------

                                                                        07/01/00
                                  Page 1 of 1





APPENDIX 15C - GOLD VAULT CHARGES

Withdrawal and storage charges of the approved vaults in connection with the
storage of GOLD are as follows:

Bank One
--------
 .    storage charge of $.18 per calendar day per contract (Kilo/100 oz.)

 .    withdrawal charge of $10.00 per contract (Kilo/100 oz.)

 .    conversion fee at $8.00 per receipt (Kilo/100 oz.)

Harris Bank and Trust Company
-----------------------------

 .    storage charge of $.10 per day per contract (Kilo)

 .    withdrawal charge of $10.00 per contract (Kilo)

 .    storage charge of $.20 per day per contract (100 ounce)

 .    withdrawal charge of $15.00 per contract (100 oz.)

 .    conversion fee of $8.00 per receipt (Kilo/100 oz.)

HSBC Bank USA
-------------

 .    storage charge of $4.00 per month per contract (Kilo)

 .    withdrawal charge of $8.00 per contract (Kilo)

 .    replacement receipt charge of $5.00 (Kilo)

 .    storage charge of $7.00 per month per contract (100 oz.)

 .    withdrawal charge of $15.00 per contract (100 oz.)

 .    replacement receipt charge of $5.00 (100 oz.)

NOTE: ALL STORAGE CHARGES MUST BE PAID ON QUARTERLY BASIS.

                                                                        01/01/00

                                  Page 1 of 1




APPENDIX 15D - OFFICIAL ASSAYERS

Ledoux & Company
359 Alfred Avenue
Teaneck, New Jersey 07666
Tel. (201) 837-7160
International Testing Laboratories
580 Market Street
Newark, New Jersey 07105
Tel. (201) 589-4772

                                  Page 1 of 1




APPENDIX 15E - CHICAGO BOARD OF TRADE APPROVED SOURCES AND VAULTS

Asarco Incorporated
P.O. Box 4500
Amarillo, Texas 79105
Bank of Nova Scotia
44 Kind Street, West
Toronto, Ontario CANADA

Brink's France Ltd.
64/66 Rue de Khefir
94, LaSenia, France

Canadian Imperial Bank of Commerce
Commerce Court West
Toronto, Ontario CANADA

Compagnie des Metaux Precieux
75, Boulevard P. V. Couturier
94200 Ivry
FRANCE

Engelhard Industries Division
of Engelhard Minerals & Chemicals
Corporation
429 Delancy Street
Newark, New Jersey 07974

Engelhard Industries Ltd.
Cox Lane
Chessington
Surrey
ENGLAND

Engelhard Industries of Canada Ltd.
521 King Street, East
Toronto, Ontario M5A 1M2
CANADA

Handy & Harman
525 Nuber Avenue
Mount Vernon, NY 10550

Harris Bank and Trust Company (Vault)
111 West Monroe Street
Chicago, IL 60690
Iron Mountain Depository Corporation (Vault)
26 Broadway
New York, NY 10004

                                  Page 1 of 3


                                 Appendix 15E

Johnson Matthey Bankers Ltd.
73-84, Hatton Garden
London ECI
ENGLAND

Johnson Matthey Chemicals Ltd.
Orchard Road
Royston Hertfordshire
ENGLAND

Johnson Matthey Limited
130 Glidden Road
Brampton, Ontario L6W 3M8
CANADA

Matthey Bishop, Inc.
Piney Hollow Road
Winslow, New Jersey

Matthey Bishop, Inc.
Malvern, Pennsylvania 91355
Metallurgie Hoboken-Overpelt
Adolf Greinerstraat 14
B-2710 Hoboken, Belgium

Mocatta & Goldsmid Ltd. (Vault)
Park House
16 Finsbury Circus
London, EC2M 7DA
ENGLAND

N.M. Rothschild & Sons Limited
New Court
St. Swithin's Lane
London, EC4P 4DU
ENGLAND

HSBC Bank USA
1 West 39th Street-SC2 Level
New York, NY 10018
Samuel Montagu & Co. Limited
114 Old Broad Street
London, EC2P 2HY
ENGLAND

Sharps Pixley & Co. Ltd.
34 Line Street
London, EC3M 7LX
ENGLAND

Swiss Bank Corporation
120 Broadway
New York, NY 10018

Swiss Bank Corporation
Paradeplatz
800 Zurich
SWITZERLAND

Swiss Credit Bank
Paradeplatz 8
8001 Zurich
SWITZERLAND

                                  Page 2 of 3


                                 Appendix 15E

Credit Suisse
100 Wall Street
New York, NY 10005

Union Bank of Switzerland
Bahnofstrasse 45
8021 Zurich
SWITZERLAND

United States Metals Refining Company
Carteret, New Jersey

Zurich Bonded Warehouse Co., Ltd.
Kloten Airport
Zurich
SWITZERLAND

                                                                        07/01/00


                                  Page 3 of 3





APPENDIX 17A - GNMA CDR DEPOSITARIES

Following is a list of approved depositaries for GNMA CDRs as of April, 1979:

 .    Continental Illinois National Bank and Trust Company of Chicago

 .    First National Bank of Chicago

                                  Page 1 of 1


                                 Appendix 17B


APPENDIX 17B - FIRMS APPROVED AS ORIGINATORS OF COLLATERALIZED DEPOSITARY
RECEIPTS

The following is a listing of firms approved as Originators of Collateralized
Depository Receipts under the GNMA-CDR contract as of July 1, 1996:



--------------------------------------------------------------------------------------------
                                                                           NUMBER OF CDRS
           ORIGINATORS                      DEPOSITORY                  ORIGINATOR CAN ISSUE
--------------------------------------------------------------------------------------------
                                                                  
Kaufman and Broad Mortgage Co.     First National Bank of Chicago                         7
Woodland Hills, CA

Windham Futures Corporation        First National Bank of Chicago                        23
New York, New York

TransMarket Group, Inc.            First National Bank of Chicago                         4
Chicago, Illinois
--------------------------------------------------------------------------------------------


                                                                        07/01/96

                                  Page 1 of 1


                                 Appendix 19

APPENDIX 19 - Pricing Brokers for the Bond Buyer Municipal Bond Index

                    Butler, Larsen, Pierce & Company, Inc.
                          Cantor Fitzgerald Partners
                               Chapdelaine & Co.
                             J.F. Hartfield & Co.
                            J.J. Kenney Drake, Inc.
                           Municipal Partners, Inc.
                        R. W. Smith & Associates, Inc.

01/01/01

                                   Page 1of 1


                                 Appendix 37A

[APPENDIX 37A - MILL SITE WAREHOUSES

Definition - A mill site warehouse for purposes of the rough rice futures
contract shall be the following:

1)   A warehouse which is attached to or directly adjacent to a commercial rice
     mill such that rough rice is readily conveyed from warehouse to mill by a
     means consistent with cash market practices (i.e., conveyor belt, loader,
     etc.);

2)   The warehouse must be owned or leased by the rice mill;

3)   The rice mill must be equipped to commercially mill rough rice and produce
     milled white rice on a regular basis and must have milled rough rice and
     produced milled white rice within the last twenty-four months; and

4)   The rice mill must have a minimum milling capacity of 250 hundredweights
     per hour of rough rice]

Deletions bracketed for September 2000 and subsequent contracts. 10/01/99

                                  Page 1 of 1



APPENDIX 37B - ROUGH RICE REGULARITY

                             ROUGH RICE REGULARITY
                             ---------------------

The following applications for a declaration of regularity for the delivery of
Rough Rice have been approved through June 30, 2002:




------------------------------------------------------------------------------------------------------------------------------
                                                    Total           Maximum              Storage Rate           Load-Out rate
        FIRM/FACILITY                             Capacity          Receipts         (per hundred weight        (per hundred
                                                   (cwt.)         Deliverable              per day)                 weight
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
ADM-RICELAND PARTNERSHIP
Waldenburg, AR                                    400,000                200         34.00/100 of a cent        22.22 cents

AC HUMKO CORPORATION/BRINKLEY DRYER & STORAGE CO, INC.
Brinkley, AR                                      505,800                252         29.22/100 of a cent        20.00 cents

FARMER'S GRANARY, INC.
Patterson, AR                                   1,100,700                550         29.19/100 of a cent        22.22 cents

GULF RICE ARKANSAS LLC
Harrisburg, AR                                    953,000                476         34.00/100 of a cent*       22.22 cents

POINSETT RICE & GRAIN, INC.
Waldenburg, AR                                    307,250                153         29.67/100 of a cent        22.22 cents
Diaz, AR                                          272,500                136         29.67/100 of a cent        22.22 cents

PRODUCER'S RICE MILL, INC.
Stuttgart, AR                                     122,000               500+         28.89/100 of a ct.         20.00 cents
Stuttgart, AR                                     400,000                            28.89/100 of a ct.         20.00 cents
Wynne, AR                                         387,000                            28.89/100 of a ct.         20.00 cents

RICELAND FOODS, INC.
Dumas, AR                                         450,000              3,324+        34.00/100 of a ct.         22.22 cents
Fair Oaks, AR                                     450,000                            34.00/100 of a ct.         22.22 cents
Hickory Ridge, AR                                 338,000                            34.00/100 of a ct.         22.22 cents
Jonesboro, AR                                   2,250,000                            34.00/100 of a ct.         22.22 cents
McGehee, AR                                       300,000                            34.00/100 of a ct.         22.22 cents
Newport, AR                                       360,000                            34.00/100 of a ct.         22.22 cents
Stuttgart, AR- Dryer                            1,600,000                            34.00/100 of a ct.         22.22 cents
Mill Site
Weiner, AR                                        450,000                            34.00/100 of a ct.         22.22 cents
Wheatly, AR                                       450,000                            34.00/100 of a ct.         22.22 cents
------------------------------------------------------------------------------------------------------------------------------


* Storage rate cap of 34/100 of a cent applies to all receipts issued on and
after 05/01/95

+ Maximum number of receipts allowed to issue at all facilities.



                                                                  04/01/01


APPENDIX 37C - DEFINITIONS

FIRST POSITION DAY -  Shall be the second business day prior to the first
business day of the delivery month.
FIRST NOTICE DAY -    Shall be the business day prior to the first business day
of the delivery month.
FIRST DELIVERY DAY -      Shall be the first business day of the delivery month.
LAST TRADING DAY -    Shall be the business day prior to the last seven business
days of the delivery month.
LAST NOTICE DAY -     Shall be the business day prior to the last business day
of the delivery month.
LAST DELIVERY DAY -   Shall be the last business day of the delivery month.

                                                                        11/01/94


                                  Page 1 of 1


APPENDIX 37D - MINIMUM FINANCIAL REQUIREMENTS FOR ROUGH RICE REGULARITY

The minimum financial requirements for firms which are regular to deliver Rough
Rice are:
          1.   Working Capital - (current assets less current liabilities) must
     be greater than or equal to $1,000,000. Firms which do not have $1,000,000
     in working capital must deposit with the Exchange $5,000 per contract which
     they are regular to deliver, up to a maximum of $1,000,000 less SEC
     haircuts, as specified in SEC Rule 15c3-1(c) (2) (vi), (vii) and (viii)
     plus 3% in the event of liquidation.

          2.   Net Worth - (Total assets less total liabilities) divided by the
     firm's allowable capacity (measured in contracts) must be greater than
     $5,000.

          3.   Each firm which is regular to deliver Rough Rice is required to
     file a yearly certified financial statement within 90 days of the firm's
     year-end. Each such firm is also required to file within 90 days of the
     statement date an unaudited semi-annual financial statement. In addition,
     the Exchange may request additional financial information as it deems
     appropriate;

          4.   A Letter of Attestation must accompany all financial statements.
     The Letter of Attestation must be signed by at least two general partners
     or two active executive officers.

                                                                        11/01/94

                                  Page 1 of 1




APPENDIX 47 - PRICE EVALUATION PROVIDERS FOR THE
CURRENT MORTGAGE PRICE INDEX FOR MORTGAGE
FUTURES

Bank of America Securities Inc.
Bear, Stearns & Co. Inc.
Credit Suisse First Boston corporation
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.
J.P. Morgan Chase Securities Inc.
Morgan Stanley Dean Witter & Co.
Salomon Smith Barney Inc.

                                                                      (04-01-01)

EX-4.5

                                                                     Exhibit 4.5

                          CHARTER, BYLAWS, RULES AND
                                  REGULATIONS

                                    OF THE


                                    CHICAGO
                                BOARD OF TRADE



                               [GRAPHIC OMITTED]


                              As of        , 2001





Copyright Board of Trade of the City of Chicago, Inc. 2001
ALL RIGHTS RESERVED



_____ _, 2001


           AMENDMENTS TO THE CHARTER, BYLAWS, RULES AND REGULATIONS
           --------------------------------------------------------
              OF THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
              --------------------------------------------------

                Changes from ________ 1, 2001 to _____ 1, 2001
                ----------------------------------------------


Charter
-------

Amended and Restated Certificate of Incorporation (Effective ______, 2001)

Bylaws
------

Amended and Restated Bylaws (Effective ______, 2001)

Rules and Regulations
---------------------

  I.  Chapter 1 (Government)
      ----------------------

     (Deleted Rules 110.00, 134.00, 156.00, 164.00, 170.00, 181.00, 184.00,
      185.00, 186.00 and 190.00; Deleted Regs. 162.01, 162.03, 162.05, 162.09,
      165.02 and 165.03; Deleted Interpretation adopted April 17, 1996 regarding
      certain petition procedures)



          Chicago Board of Trade Charter, Bylaws, Rules & Regulations
                               Table of Contents

Copyright

Amendments to the Rules and Regulations - ________ _, 2001 - _____ _, 2001

Charter
Bylaws

Rules & Regulations

Chapter 1 - Government
Chapter 2 - Membership
Chapter 3 - Exchange Floor Operations and Procedures
Chapter 4 - Futures Commission Merchant
Chapter 5 - Disciplinary Proceedings
Chapter 6 - Arbitration of Member Controversies
Chapter 7 - Clearing House, Deposits for Security
Chapter 9 - Definitions
*Chapter 9a - Trading Links
Chapter 9b - e-cbot
Chapter 10 - Grains
Chapter 10c - Corn Futures
Chapter 10s - Soybean Futures
Chapter 11 - Soybean Oil
Chapter 12 - Soybean Meal
Chapter 13 - Oats Futures Options
Chapter 14a - 1,000 Ounce Silver Futures
Chapter 14b - 5,000 Ounce Silver Futures
Chapter 15a - One Kilo Gold Futures
Chapter 15b - 100 Ounce Gold Futures
Chapter 16 - Silver Futures Options
*Chapter 17 - GNMA - CDR
Chapter 18 - U.S. Treasury Bonds
Chapter 19 - Long-Term Municipal Bond Index Futures
Chapter 21 - 30-Day Fed Fund Futures
Chapter 22 - Long-Term Municipal Bond Index Futures Options
Chapter 23 - Short Term U.S. T-Notes (2-Year)
Chapter 24 - Long Term T-Notes (6 1/2-10 Year)
Chapter 25 - Medium Term U.S. Treasury Notes (5 Year)
Chapter 27a - (Standard Options) Long Term Treasury Note Futures Options
Chapter 27b - (Flexible Options) Long Term Treasury Note Flexible Options
Chapter 28a - (Standard Options) T-Bond Futures Options
Chapter 28b - (Flexible Options) Treasury Bond Flexible Options

   *Not reprinted in Rulebook.  Copies are available from the Secretary's
Office.


    Chapter 29 - Soybean Futures Options
    ------------------------------------
    Chapter 30 - Corn Futures Options
    ---------------------------------
    Chapter 31 - Wheat Futures Options
    ----------------------------------
    Chapter 32 - Soybean Oil Futures Options
    ----------------------------------------
    Chapter 33 - Soybean Meal Futures Options
    -----------------------------------------
    Chapter 35a - (Standard Options) Medium Term U.S. Treasury Note Futures
    -----------------------------------------------------------------------
      Options
      -------
    Chapter 35b - (Flexible Options) Medium Term Treasury Note Flexible Options
    ---------------------------------------------------------------------------
    Chapter 36a - (Standard Options) Short Term U.S. Treasury Note Futures
    ----------------------------------------------------------------------
      Options
      -------
    Chapter 36b - (Flexible Options) Short Term Treasury Note Flexible Options
    --------------------------------------------------------------------------
    Chapter 37 - CBOT Rough Rice Futures
    ------------------------------------
    Chapter 38 - CBOT Rough Rice Options
    ------------------------------------
    Chapter 39 - Dow Jones Utility Average Index Futures
    ----------------------------------------------------
    Chapter 41 - CBOT Dow Jones Transportation Average Index Futures
    ----------------------------------------------------------------
    Chapter 43 - CBOT Dow Jones Industrial Average Index Futures
    ------------------------------------------------------------
    Chapter 44 - CBOT Dow Jones Industrial Average Index Futures Options
    --------------------------------------------------------------------
    Chapter 45 - Long Term Fannie Mae Benchmark Notes and
    ---------------------------------------------------------------
      Freddie Mac Reference Note Futures
      ----------------------------------
    Chapter 46a - Long Term Fannie Mae Benchmark Note and
    -----------------------------------------------------
      Freddie Mac Reference Note Futures Options
      ------------------------------------------
    Chapter 47 - Mortgage Futures
    -----------------------------
    Chapter 48 - Mortgage Futures Options
    -------------------------------------
    Chapter 53 - Dow Jones Composite Average Index Futures
    ------------------------------------------------------
    Chapter 57 - Medium Term Fannie Mae Benchmark Notes and
    -------------------------------------------------------
      Freddie Mac Reference Note Futures
      ----------------------------------
    Chapter 58a - Medium Term Fannie Mae Benchmark Notes and
    --------------------------------------------------------
        Freddie Mac Reference Note Futures Options
      --------------------------------------------

    Appendices

    1. Reserved
    -----------
    2. Summary of Membership Privileges
    -----------------------------------
    3. Exchange Floor Operations and Procedures
    -------------------------------------------

       A. Guidelines for Guests and Visitors
       -------------------------------------
          While on the Exchange Floor of the Chicago Board of Trade
          ---------------------------------------------------------
       B. Instructions for Floor Clerk Access
       ---------------------------------------
          to the Floor of the Board of Trade of the City of Chicago
          ---------------------------------------------------------
       C. Dress Code
       -------------
       D. Pit Openings and Closings
       ----------------------------
       E. Contract Month Symbols
       -------------------------
       F. Reserved
       -----------
       G. Guidelines - Badge Validation and Return
       -------------------------------------------

    4. Futures Commission Merchants
    -------------------------------

       A. Reserved
       -----------
       B. Reserved
       -----------
       C. Minimum Financial Requirements - Non-FCM Member Firms
       --------------------------------------------------------



       D. Reserved
       -----------
       E. Financial Requirements for Agricultural Regularity
       -----------------------------------------------------

    5. Reserved
    -----------

    6. Arbitration Fees
    -------------------

       A. Member Claims
       ----------------
       B. Non-Member Claims
       --------------------

    7.-9. Reserved
    --------------

      9B. Implementation Regulations of e-cbot Concerning Technical Equipment
      -----------------------------------------------------------------------

    10. Grains
    ----------

       A. Regular Warehousemen
       -----------------------
          - Chicago and Burns Harbor Switching Districts
          -----------------------------------------------
       B. Regular Warehousemen
       -----------------------
          - St. Louis-East St. Louis and Alton Switching Districts
          --------------------------------------------------------
       C. Regul Warehousemen
       ---------------------
          - Minneapolis and St. Paul Switching Districts
          -----------------------------------------------
       D. Regular Warehousemen
       -----------------------
          - Toledo, Ohio Switching District
          ---------------------------------
       E. Storage Rates
       ----------------
       F. Reciprocal Switching Charges
       -------------------------------
          within Chicago, IL and Burns Harbor, IN
          ---------------------------------------
       G. Grain Load-Out Procedures
       ----------------------------

    10C(A). Corn and Soybean Shipping Stations
    ------------------------------------------

    10S(A). Soybean Only Shipping Stations
    --------------------------------------

    11. Soybean Oil
    ---------------

       A. Regular Shippers
       -------------------
       B. Differentials
       ----------------

    12. Soybean Meal
    ----------------

       A. Regular Shippers
       -------------------
       B. Differentials
       ----------------

    13. Reserved
    ------------

    14. Silver
    ----------

       A. Approved Brands
       ------------------




       B. Regular Vaults
       -----------------
       C. Regular New York Vaults
       --------------------------
       D. Storage Rates
       ----------------
       E. Official Assayers
       --------------------

    15. Gold
    --------

       A. Approved Brands
       ------------------
       B. Regular Vaults
       -----------------
       C. Storage Rates
       ----------------
       D. Official Assayers
       --------------------
       E. Approved Sources & Vaults
       ----------------------------

    16. Reserved
    ------------

    17. Government National Mortgage Association (GNMA)
    ---------------------------------------------------
        Collateralized Depositary Receipt (CDR)
        ---------------------------------------

       A. Approved Depositaries
       ------------------------
       B. Approved Originators
       -----------------------

    18. Reserved
    ------------

    19. Pricing Brokers/Bond Buyer Municipal Bond Index
    ---------------------------------------------------

    20-36. Reserved
    ---------------

    37. Rough Rice
    --------------

       A. Mill Site Warehouses
       -----------------------
       B. Rough Rice Regular Warehouses Delivery Differentials
       -------------------------------------------------------
       C. Definitions
       --------------
       D. Minimum Financial Requirements for Rough Rice Regularity
       -----------------------------------------------------------

    47. Price Evaluation Providers for Current Mortgage Price Index for Mortgage
    ----------------------------------------------------------------------------
        Futures
        -------




                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             BOARD OF TRADE OF THE
                             CITY OF CHICAGO, INC.
        (Originally incorporated in the State of Delaware under the name
                      Delaware CBOT, Inc. on May 12, 2000)

                                   ARTICLE I

                                      NAME

   The name of the corporation is Board of Trade of the City of Chicago, Inc.
(hereinafter referred to as the "Corporation").

                                   ARTICLE II

                                REGISTERED AGENT

   The address of the registered office of the Corporation in the State of
Delaware is 9 Loockerman Street, in the City of Dover, County of Kent, Delaware
19901. The name of the registered agent of the Corporation at such address is
National Registered Agents, Inc.

                                  ARTICLE III

                               CORPORATE PURPOSES

   The nature of the business or purposes to be conducted or promoted by the
Corporation are to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware (as
amended from time to time, the "DGCL").

                                   ARTICLE IV

                                   MEMBERSHIP

   A. General.

   The Corporation shall have no authority to issue capital stock. The terms
and conditions of membership in the Corporation shall be as provided in or
pursuant to this Certificate of Incorporation and the Bylaws of the Corporation
(the "Bylaws").







   B. Classes and Series of Membership.

   Membership in the Corporation shall be divided into classes and series as
set forth in this Article IV.

   1. Class A Membership.

   There shall be one Class A Membership, which Class A Membership shall be
held by CBOT Holdings, Inc., a Delaware corporation (including any successor
thereto, "CBOT Holdings"). Except to the extent (if any) expressly provided
herein or required by law, CBOT Holdings, as the holder of the sole Class A
Membership, shall have the exclusive right to vote on any matter to be voted on
by the members of the Corporation and shall have the exclusive right to receive
any dividend or other distribution (including upon liquidation, dissolution,
winding-up or otherwise) to be declared, paid or distributed by the
Corporation, and no other member of or class or series of membership in the
Corporation shall be entitled to vote on any matter or to receive any such
dividend or other distribution.

   2. Class B Membership.

   Class B Membership shall represent the right to trade on and otherwise
utilize the facilities of the Corporation in accordance with and to the extent
permitted by this Certificate of Incorporation, the Bylaws and the Rules and
Regulations of the Corporation (collectively the "Rules," a copy of which will
be furnished to any member of the Corporation upon written request). There
shall be 3,715 Class B Memberships, which shall be divided into five series as
follows:

   1,402 Series B-1, Class B Memberships;
     866 Series B-2, Class B Memberships;
     162 Series B-3, Class B Memberships;
     642 Series B-4, Class B Memberships; and
     643 Series B-5, Class B Memberships

   The respective rights and privileges of each Series of Class B Membership
shall be as provided in or pursuant to this Certificate of Incorporation, the
Bylaws and the Rules.

   3. Class C Membership.

   Class C Membership shall represent the right, subject to satisfaction of
certain requirements set forth in the Rules, to become a member of the Chicago
Options Exchange Incorporated (the "CBOE") pursuant to Article Fifth(b) of
CBOE's certificate of incorporation. There shall be 1,402 Class C Memberships.
The respective rights and privileges of Class C Membership shall be as provided
in or pursuant to this Certificate of Incorporation, the Bylaws and the Rules.
The holders of Class C Memberships shall not be entitled to vote on any matter.

   C. Class B Voting Rights.

   Except as otherwise expressly provided in this Certificate of Incorporation,
the holders of Class B Memberships shall not be entitled to vote on any matter.
On any matter on which the holders of Series B-1, Class B Memberships and
Series B-2, Class B Memberships are entitled to vote together as a class
pursuant to Section D(2) of this Article IV, each holder of Series B-1, Class B
Memberships shall be entitled to one (1) vote per such membership and each
holder of Series B-2, Class B Memberships shall be entitled to one-sixth (1/6)
of one (1) vote per such membership.

   D. Special Rights of Class B Membership.

   The holders of each Series of Class B Membership shall have the trading
rights and other rights and privileges, and shall be subject to the
restrictions, terms and conditions, set forth below.

   1. Series Trading Rights.

(a) Series B-1. Each holder of a Series B-1, Class B Membership who satisfies
   the qualifications for and requirements of Full Membership in the
   Corporation as set forth in the Rules shall be entitled to


                                       2



   the rights and privileges of, and shall be subject to the restrictions,
   conditions and limitations on, a Full Member as set forth in this
   Certificate of Incorporation, the Bylaws and the Rules.

(b) Series B-2. Each holder of a Series B-2, Class B Membership who satisfies
   the qualifications for and requirements of Associate Membership in the
   Corporation as set forth in the Rules shall be entitled to the rights and
   privileges of, and shall be subject to the restrictions, conditions and
   limitations on, an Associate Member as set forth in this Certificate of
   Incorporation, the Bylaws and the Rules.

(c) Series B-3. Each holder of a Series B-3, Class B Membership who satisfies
   the qualifications for and requirements of being a holder of a GIM
   Membership Interest in the Corporation as set forth in the Rules shall be
   entitled to the rights and privileges of, and shall be subject to the
   restrictions, conditions and limitations on, a holder of a GIM Membership
   Interest as set forth in this Certificate of Incorporation, the Bylaws and
   the Rules.

(d) Series B-4. Each holder of a Series B-4, Class B Membership who satisfies
   the qualifications for and requirements of being a holder of an IDEM
   Membership Interest in the Corporation as set forth in the Rules shall be
   entitled to the rights and privileges of, and shall be subject to the
   restrictions, conditions and limitations on, a holder of an IDEM Membership
   Interest as set forth in this Certificate of Incorporation, the Bylaws and
   the Rules.

(e) Series B-5. Each holder of a Series B-5, Class B Membership who satisfies
   the qualifications for and requirements of being a holder of a COM
   Membership Interest in the Corporation as set forth in the Rules shall be
   entitled to the rights and privileges of, and shall be subject to the
   restrictions, conditions and limitations on, a holder of a COM Membership
   Interest as set forth in this Certificate of Incorporation, the Bylaws and
   the Rules.

(f) In addition to the rights and privileges set forth above, each holder of a
   Class B Membership of any Series shall be entitled to all trading rights
   and privileges with respect to those products that such holder is entitled
   to trade on the open outcry exchange system of the Corporation or any
   electronic trading system maintained by the Corporation or any of its
   affiliates or any of their respective successors or successors-in-interest.

   2. Series Voting Rights. In addition to any approval of the Board of
Directors or the holder of the Class A Membership required by this Certificate
of Incorporation or Bylaws, the affirmative vote of the holders of a majority
of the voting power of the then-outstanding Series B-1, Class B Memberships
and Series B-2, Class B Memberships, voting together as a class based on their
respective voting rights, shall be required to adopt any amendment or make any
change to this Certificate of Incorporation, the Bylaws or the Rules that, in
the sole and absolute determination of the Board of Directors, adversely
affects (a) the allocation of products that the holders of any Series of Class
B Membership are permitted to trade on the exchange facilities of the
Corporation (including both the open outcry trading system and the electronic
trading system), (b) the requirement that holders of Class B Membership who
meet the applicable membership and eligibility requirements will be charged
transaction fees for trades of the Corporation's products for their accounts
that are lower than the transaction fees charged to any participant who is not
a holder of Class B Membership for the same products, whether trading
utilizing the open outcry trading system or the electronic trading system, (c)
the authorized number of Class B Memberships, (d) the membership
qualifications or eligibility requirements for holding any Series of Class B
Membership or exercising any of the membership rights and privileges
associated with such Series or (e) the Commitment to Maintain Open Outcry
Markets set forth in Section D of Article IV of this Certificate of
Incorporation. For purposes of clause (a) of this Section, the allocation of
products that the holders of any Series of Class B Membership are permitted to
trade on the exchange facilities of the Corporation shall be deemed to be
adversely affected only if a product is eliminated from the allocation of
products the holders of a particular Series of Class B Membership is permitted
to trade. The right of the holders of Series B-1, Class B Memberships and
Series B-2, Class B Memberships to vote on the amendments and changes
specified in this Section D(2) shall apply only if any such amendment or
change is first approved


                                       3



by the Board of Directors or the holder of the Class A Membership, and the
holders of Series B-1, Class B Memberships and Series B-2, Class B Memberships
shall have no right to propose, initiate or unilaterally take any of the
actions as to which they are entitled to vote pursuant to this Section D(2).
For purposes of any vote of the holders of Series B-1, Class B Memberships and
Series B-2, Class B Memberships permitted by this Certificate of Incorporation,
the Board of Directors shall be entitled to fix a record date, and only holders
of record as of such record date shall be entitled to vote on the matter to be
voted on.

   3. Conversion Rights of Series B-3.

(a) Conversion. Subject to, and upon compliance with, the provisions of this
   Section D(3) of Article IV, any two (2) Series B-3, Class B Memberships
   shall be convertible at the option of the holder into one (1) Series B-2,
   Class B Membership.

(b) Mechanics of Conversion. A holder of Series B-3, Class B Memberships may
   exercise the conversion right specified in Section D(3)(a) of Article IV by
   surrendering to the Corporation or any transfer agent of the Corporation the
   certificate or other instruments, if any, representing the memberships to be
   converted, accompanied by written notice stating that the holder elects to
   convert such memberships represented thereby. Conversion shall be deemed to
   have been effected on the date when delivery of such certificate or other
   instrument, if any, accompanied by such written notice, is made, and such
   date is referred to herein as the Conversion Date. As promptly as
   practicable after the Conversion Date, the Corporation shall issue and
   deliver to or upon the written order of such holder a certificate or other
   instrument representing the number of Series B-2, Class B Memberships to
   which such holder is entitled as a result of the exercise of such conversion
   right. The person in whose name the certificate or other instrument
   representing Series B-2, Class B Memberships are to be issued shall be
   deemed to have become the holder of record of such Series B-2 , Class B
   Memberships on the applicable Conversion Date.

(c) Memberships Reserved for Issuance. The Corporation shall take all actions
   necessary to reserve and make available at all times for issuance upon the
   conversion of Series B-3, Class B Memberships, such number of Series B-2,
   Class B Memberships as are issuable upon the conversion of all outstanding
   Series B-3, Class B Memberships.

   E. Commitment to Maintain Open Outcry Markets. Subject to the terms and
conditions of this Section E of Article IV, the Corporation shall maintain open
outcry markets operating as of the date of the filing of the amendment and
restatement of this Certificate of Incorporation creating Class B Memberships
with the State of Delaware and provide financial support to each such market
for technology, marketing and research, which the Board of Directors
determines, in its sole and absolute discretion, is reasonably necessary to
maintain each such open outcry market.

   Notwithstanding the foregoing or any other provision of this Certificate of
Incorporation, the Board of Directors may discontinue any open outcry market at
such time and in such manner as it may determine if (1) the Board of Directors
determines, in its sole and absolute discretion, that a market is no longer
"liquid" or (2) the holders of a majority of the voting power of the then
outstanding Series B-1, Class B Memberships and Series B-2, Class B
Memberships, voting together as a single class based on their respective voting
rights, approve the discontinuance of such open outcry market.

   For purposes of the foregoing, an open outcry market will be deemed "liquid"
for so long as it meets either of the following tests, in each case as measured
on a quarterly basis:

(a) if a comparable exchange-traded product exists, the open outcry market has
   maintained at least 30 percent of the average daily volume of such
   comparable product (including for calculation purposes, volume from
   Exchange-For-Physicals transactions in such open outcry market); or

(b) if no comparable exchange-traded product exists, the open outcry market has
   maintained at least 40 percent of the average quarterly volume in that
   market as maintained by the Corporation in 2000 (including, for calculation
   purposes, volume from Exchange-For-Physicals transactions in such open
   outcry market).

                                       4




                                   ARTICLE V

                             MANAGEMENT OF AFFAIRS

   The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

A. In accordance with Sections 141(a) and 141(j) of the DGCL, the business and
   affairs of the Corporation shall be managed by or under the direction of a
   governing body, which shall be known as the "Board of Directors." The
   composition of the Board of Directors shall be as set forth in Article VI of
   this Certificate of Incorporation. In addition to the powers and authority
   expressly conferred upon them by statute or by this Certificate of
   Incorporation, the Bylaws or the Rules, the directors are hereby empowered
   to adopt, amend or repeal the Bylaws and the Rules of the Corporation,
   subject to Sections D(2) of Article IV of this Certificate of Incorporation,
   and to exercise all powers and do all acts and things as may be exercised or
   done by the Corporation. Any adoption, amendment or repeal of the Bylaws or
   the Rules by the Board of Directors shall require the approval of a majority
   of the Whole Board. The only member of the Corporation with any power to
   adopt, amend or repeal the Bylaws or the Rules of the Corporation shall be
   the holder of the Class A membership, and no other member of, or class or
   series of membership in, the Corporation shall have any such power, except
   to the extent that the approval of the holders of Series B-1, Class B
   Memberships and Series B-2, Class B Memberships is expressly required under
   Section D(2) of Article IV for the Board of Directors or the holder of the
   Class A Membership to adopt certain amendments and changes specified
   therein.

B. Special meetings of the members of the Corporation may be called only by the
   Chairman of the Board or the President of the Corporation, or by the Board
   of Directors acting pursuant to a resolution adopted by a majority of the
   Whole Board. For purposes of this Certificate of Incorporation, the term
   "Whole Board" shall mean the total number of authorized directors whether or
   not there exist any vacancies in previously authorized directorships.

                                   ARTICLE VI

                               BOARD OF DIRECTORS

   The holder of the Class A Membership shall have the exclusive right to vote
for and elect the members of the Board of Directors. To qualify for election
to, and continued service on, the Board of Directors, a person must be a member
of the board of directors of CBOT Holdings. The Chairman of the Board of CBOT
Holdings shall, whenever he or she is serving as a member of the Board of
Directors, be Chairman of the Board of Directors.

                                  ARTICLE VII

                            LIMITATION OF LIABILITY

   A director of the Corporation shall not be personally liable to the
Corporation or its members for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its members, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. If the DGCL is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.

                                       5




   Any repeal or modification of the foregoing paragraph shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification. For purposes of this Article, the term
"director" shall, to the fullest extent permitted by the DGCL, include any
person who, pursuant to this Certificate of Incorporation, is authorized to
exercise or perform any of the powers or duties otherwise conferred upon a
board of directors by the DGCL.

                                  ARTICLE VIII

                   AMENDMENT OF CERTIFICATE OF INCORPORATION

   The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of Delaware and all rights conferred upon the members of the
Corporation are granted subject to this reservation. Any amendment of, or
repeal of any provision contained in, this Certificate of Incorporation shall
require the approval of (i) the holder of the Class A Membership and, (ii) if
and to the extent required by Section D(2) of Article IV hereof, the holders of
a majority of the voting power of the then-outstanding Series B-1, Class B
Memberships and Series B-2, Class B Memberships.

                                    * * * *


                                       6




                          AMENDED AND RESTATED BYLAWS

                                      OF

                             BOARD OF TRADE OF THE
                             CITY OF CHICAGO, INC.

   These Bylaws shall take effect at the effective time (the "Effective Time")
of the Amended and Restated Certificate of Incorporation (as amended from time
to time, the "Certificate of Incorporation") of Board of Trade of the City of
Chicago, Inc. (the "Corporation") to be filed with the Secretary of State of
the State of Delaware in connection with the merger of the Corporation and the
demutualization and restructuring thereof (the "Restructuring") as described in
the Registration Statement filed with the Securities and Exchange Commission in
connection with the Restructuring; provided that, effective immediately upon
the approval and adoption of these Bylaws by the membership of the Corporation
at the meeting thereof called to vote upon the propositions relating to the
Restructuring, for the avoidance of doubt, any limitation or restriction
heretofore contained in the Bylaws, Rules (the "Rules") and Regulations (the
"Regulations") of the Corporation with respect to the rights of any holder of a
Full Membership, Associate Membership, GIM Membership Interest, IDEM Membership
Interest or COM Membership Interest to receive the dividend to be declared and
distributed in connection with the Restructuring shall be and hereby is
eliminated and the holders of each of the foregoing categories of membership
shall, until the Effective Time, be deemed to be members of the Corporation as
that term is used in Section 170 of the Delaware General Corporation Law.

                        ARTICLE I--RULES AND REGULATIONS

   Section 1. Incorporation of Rules and Regulations.

   In accordance with the Certificate of Incorporation of the Corporation, the
Rules and the Regulations, each as they may be amended from time to time, are
hereby incorporated by reference into and made part of these Bylaws.

   Section 2. Member Consent to Be Bound.

   The Board of Directors may adopt, amend or repeal the Regulations, which
shall not be in conflict with the Rules, and which shall have the binding
effect of Rules. By majority vote, the Board of Directors may delegate, to
particular committees as designated by the Board, the power to adopt, amend or
repeal Regulations. Applicants for membership and any person or entity holding
any membership in the Corporation shall be required to sign a written agreement
to observe and be bound by the Certificate of Incorporation, the Bylaws, Rules
and Regulations of the Corporation, as each may be amended from time to time.
In addition, the Board may adopt interpretations of the Certificate of
Incorporation, Bylaws, Rules and Regulations ("Interpretations") which shall be
incorporated into and deemed to be Regulations.

                             ARTICLE II--MEMBERSHIP

   Section 1. Terms and Conditions.

   The terms and conditions of membership in the Corporation, including,
without limitation, the rights and obligations of members, member firms and
delegates, shall be as provided herein, in the Certificate of Incorporation and
in the Rules and Regulations. Without limiting the foregoing, requirements with
respect to, and restrictions and limitations on, the ownership, use, purchase,
sale, transfer or other disposition of any membership or interest therein, or
any other interest of or relating to the Corporation or membership therein,







including the payment of proceeds from the sale, transfer or other disposition
of any membership or interest therein, shall be as provided herein, in the
Certificate of Incorporation and in the Rules and Regulations, or as otherwise
provided in accordance with applicable law.

   Section 2. Voting Rights.

   In accordance with the Certificate of Incorporation, the holder of the Class
A Membership shall have the exclusive right to vote on all matters, and no
other member of or class or series of membership in the Corporation shall be
entitled to vote on any matter, except as expressly provided otherwise in the
Certificate of Incorporation. To the extent authorized by the Certificate of
Incorporation, the Board of Directors shall be entitled to fix a record date
for purposes of determining the members entitled to vote on any matter.

   Section 3. Annual and Special Meetings.

   The directors of the Corporation shall be elected by the holder of the Class
A Membership at an annual meeting to be held on a date designated by the Board
of Directors, provided that no annual meeting need be held if the holder of the
Class A Membership has elected directors by written consent without a meeting.
Special meetings of the members may be called only by those persons, and in the
manner specified, in the Certificate of Incorporation. The purpose of any
special meeting shall be stated in the notice thereof.

   Section 4. Notice of Meetings.

   Written notice of the place, date, and time of all meetings of the members
shall be given, not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each member entitled to vote at
such meeting, except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation). The
notice of any special meeting of members shall also state the purpose or
purposes for which such meeting is called.

   When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30)
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting without regard to the presence of a quorum
at such adjournment.

   Section 5. Quorum.

   The presence of the holder of the Class A Membership, in person or by proxy,
shall constitute a quorum for any meeting of members; provided that, with
respect to any matter on which only the holders of Class B Memberships are
entitled to vote pursuant to the Certificate of Incorporation, or any meeting
called solely to vote on such matters, the presence of holders of Class B
Memberships, in person or by proxy, representing a majority of the votes
entitled to be cast on such matters shall constitute a quorum. If a quorum
shall fail to attend any meeting, the chairman of the meeting or, in his or her
absence, the Chairman of the Board or the President, or the holder of the Class
A Membership, may adjourn the meeting to a subsequent time.

   Section 6. Organization.

   Such person as the Board of Directors may have designated or, in the absence
of such a person, the Chairman of the Board or, in his or her absence, such
person as may be chosen by the holder of the Class A Membership, shall call to
order any meeting of the members and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman appoints.

                                       2



   Section 7. Conduct of Business.

   The chairman of any meeting of members shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to him or her in order.

   Section 8. Consent of Members in Lieu of Meeting.

   Any action required to be taken at any annual or special meeting of members
of the Corporation, or any action which may be taken at any annual or special
meeting of the members, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the number of members that would be
necessary to authorize or take such action at a meeting at which all members
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of members are recorded. Delivery
made to the Corporation's registered office shall be made by hand or by
certified or registered mail, return receipt requested.

   Every written consent shall bear the date of signature of each member who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the date
the earliest dated consent is delivered to the Corporation, a written consent
or consents signed by a sufficient number of members to take action are
delivered to the Corporation in the manner prescribed in the first paragraph of
this Section.

                        ARTICLE III--BOARD OF DIRECTORS

   Section 1. General. The Board of Directors shall be comprised of such
persons, who shall be subject to such qualifications, shall be appointed in
such manner and shall have and exercise such powers, as provided in the
Certificate of Incorporation.

   Section 2. Quorum. A majority of the total number of directors then in
office shall constitute a quorum of the Board of Directors.

   Section 3. Attendance at Board Meetings.

   Members of the Board or any committee who are physically present at a
meeting of the Board or any committee may adopt as the procedure of such
meeting that, for quorum purposes or otherwise, any member not physically
present but in continuous communication with such meeting shall be deemed to be
present. Continuous communication shall exist only when, by conference
telephone or similar communications equipment, a member not physically present
is able to hear and be heard by each other member deemed present, and to
participate in the proceedings of the meeting.

   Section 4. Regular Meetings.

   The Board shall hold regular meetings at such times as the Board may
determine from time to time.

   Section 5. Special Meetings.

   Special meetings of the Board may be called by the Chairman of the Board or
the President, and shall be called by the Secretary upon the written request of
three Directors. The Secretary shall give at least one hour's notice of such
meetings either by announcement on Change or by call letter.

                                       3




   Section 6. Certain Rights and Restrictions.

   The right of any person to vote, participate or take any action in any
capacity as a member of the Board of Directors or any committee, panel or other
body shall be subject to such requirements and restrictions as may be provided
herein, in the Certificate of Incorporation and in the Rules and Regulations.

                     ARTICLE IV--COMMITTEES AND DEPARTMENTS

   Section 1. General.

   To the fullest extent permitted by law and the Certificate of Incorporation,
the Board of Directors shall have the power to appoint, and to delegate
authority to, such committees of the Board of Directors as it determines to be
appropriate from time to time.

   Section 2. Additional and Standing Committees.

   In addition to such committees as may be authorized by the Board of
Directors from time to time, the Corporation shall have such additional and
standing committees, which shall be comprised of such persons having such
powers and duties, as provided in the Rules and Regulations. Any person may be
disqualified from serving on or participating in the affairs of any committee
to the extent provided in the Rules and Regulations.

   Section 3. Departments.

   The Corporation shall have such departments as are authorized in or in
accordance with the Rules and Regulations.

                              ARTICLE V--OFFICERS

   Section 1. General.

   The Corporation shall have such officers, with such powers and duties, as
provided herein and in the Certificate of Incorporation.

   Section 2. Chairman of the Board.

   The Chairman of the Board of CBOT Holdings, Inc. shall, whenever he or she
is serving as a member of the Board of Directors of the Corporation, be the
Chairman of the Board of the Corporation.

   Section 3. President.

   The President shall, subject to the powers of the Board of Directors, have
general charge of the business, affairs and property of the Corporation, and
control over its officers, agents and employees; and shall see that all orders
and resolutions of the Board of Directors are carried into effect. The
President shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. The President shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
as may be provided in these Bylaws.

   Section 4. Officers Other Than President.

   The Board shall appoint such Vice Presidents as it may deem necessary or
desirable for the efficient management and operation of the Corporation. The
Executive Vice President and any other Vice Presidents

                                       4




shall be responsible to the President. The Board shall also appoint such other
officers as may be necessary. The Board may prescribe the duties and fix the
compensation of all such officers and they shall hold office during the will
of the Board.

   Section 5. Bonding of Employees.

   The President, Secretary, Assistant Secretary, Treasurer and Assistant
Treasurer shall be placed under bond of $50,000 each, premiums to be paid out
of the general funds of the Corporation; and such other employees of the
Office of the Secretary, who handle funds of the Corporation, shall be bonded
in the sum of $5,000 each, premiums to be paid out of the general funds of the
Corporation.

   Section 6. Secretary.

   The Secretary shall perform such duties as may be delegated to him or her
by the Board or the President. In addition he or she shall be charged with the
following specific duties:

      (a) To take charge of the books, papers, and corporate seal of the
  Corporation;

      (b) To attend all meetings of the Corporation and the Board, and to
  keep official records thereof;

      (c) To give notices when required of all Board and membership meetings;

      (d) To conduct the correspondence of the Corporation under the
  direction of the proper officers;

      (e) To furnish to the Chairman of every Special Committee a copy of the
  resolution whereby such Committee was created;

      (f) To post all notices which may be required to be posted upon the
  bulletin board;

      (g) To keep his or her office open during usual business hours;

      (h) To see that the rooms and property of the Corporation are kept in
  good order;

      (i) To attest, upon behalf of the Corporation, all contracts and other
  documents requiring authentication;

      (j) To permit members to examine the records of the Corporation upon
  reasonable request; and

      (k) To post on the bulletin board from time to time the names of all
  warehouses, the receipts of which are declared regular for delivery, and
  also, upon direction of the Board, to post any fact tending to impair the
  value of receipts issued by such warehouses.

   Section 7. Assistant Secretaries.

   Assistant Secretaries shall perform such duties as the Secretary or the
Board may require, and shall act as Secretary in the absence or disability of
the Secretary.

   Section 8. Treasurer.

   The Treasurer shall have general charge of all funds belonging to the
Corporation, and shall be charged with the following specific duties:

      (a) The Treasurer shall receive from the Secretary deposit of funds
  belonging to the Corporation. Checks in amounts over $10,000 shall be
  signed by either the President, the Chief Financial Officer, the Treasurer,
  the Secretary or the Assistant Secretary and countersigned by the Chairman
  of the Board, a Vice Chairman of the Board or one of the three other
  elected members of the Executive Committee;

      (b) To make an annual report to the Corporation of all receipts and
  disbursements; and

      (c) To keep all of his or her accounts in permanent books of account
  belonging to the Corporation, which books shall at all times be open to the
  examination of the Board or any committee thereof.

                                       5




   Section 8. Assistant Treasurer.

   The Assistant Treasurer shall perform such duties as the Treasurer or the
Board may require, and shall act as Treasurer in the absence or disability of
the Treasurer.

                              ARTICLE VI--NOTICES

   Section 1. Notices.

   Except as otherwise specifically provided herein or required by law, all
notices required to be given to any member, director, committee member,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by prepaid
telegram or mailgram. Any such notice shall be addressed to such member,
director, committee member, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by telegram or mailgram, shall be the time of the giving of the
notice.

   Section 2. Waivers.

   A written waiver of any notice, signed by a member, director, committee
member, officer, employee or agent, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such member, director, committee member, officer,
employee or agent. Neither the business nor the purpose of any meeting need be
specified in such a waiver.

                           ARTICLE VII--MISCELLANEOUS

   Section 1. Facsimile Signatures.

   Facsimile signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a committee
thereof.

   Section 2. Corporate Seal.

   Except as may be otherwise determined by the Board of Directors from time to
time, the seal of the Corporation shall bear a figure of Justice with a ship in
the distance surrounded with the corporate name of the Corporation.

   Section 3. Reliance upon Books, Reports and Records.

   Each director and each member of any committee designated by the Board of
Directors, shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees, or committees
of the Board of Directors so designated, or by any other person as to matters
which such director or committee member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

   Section 4. Fiscal Year.

   The fiscal year of the Corporation shall be as fixed by the Board of
Directors from time to time.

   Section 5. Time Periods.

   Except as otherwise specifically provided, in applying any provision of
these Bylaws which requires that an act be done or not be done a specified
number of days prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall be used, the
day of the doing of the act shall be excluded, and the day of the event shall
be included.

                                       6




            ARTICLE VIII--INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 1. Right to Indemnification.

   Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director, officer, committee
member or employee of the Corporation or is or was serving at the request of
the Corporation as a Director, officer, trustee, committee member or employee
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a Director, officer, trustee, committee
member or employee or in any other capacity while serving as a Director,
officer, trustee, committee member or employee, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith; provided, however,
that, except as provided in Section 3 of this ARTICLE VIII with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

   Section 2. Right to Advancement of Expenses.

   The right to indemnification conferred in Section 1 of this ARTICLE VIII
shall include the right to be paid by the Corporation the expenses (including
attorney's fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise. The rights to indemnification and
to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE
VIII shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, officer, committee member or
employee and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.

   Section 3. Right of Indemnitee to Bring Suit.

   If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in full by
the Corporation within sixty (60) days after a written claim has been received
by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of

                                       7




Directors, independent legal counsel, or its members) to have made a
determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its members) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this ARTICLE VIII or
otherwise shall be on the Corporation.

   Section 4. Non-Exclusivity of Rights.

   The rights to indemnification and to the advancement of expenses conferred
in this ARTICLE VIII shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of members or disinterested Directors
or otherwise.

   Section 5. Insurance.

   The Corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, committee member or employee of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

   Section 6. Indemnification of Agents of the Corporation.

   The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of
expenses to any agent of the Corporation to the fullest extent of the
provisions of this Article with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

   Section 7. Corporation Defense Expenses.

   Any member or member firm who fails to prevail in a lawsuit or any other
type of legal proceeding instituted by that member or member firm against the
Corporation or any of its officers, Directors, committee members, employees or
agents must pay to the Corporation all reasonable expenses, including
attorney's fees, incurred by the Corporation in the defense of such proceeding.
Any member or member firm required to compensate the Corporation pursuant to
this section shall be assessed interest on such amount at the rate of Prime
plus 1%, which interest shall accrue from the date such amount was demanded in
writing after the member or member firm failed to prevail in a lawsuit or any
other type of legal proceeding against the Corporation.

                             ARTICLE IX--AMENDMENTS

   These Bylaws may be amended in the manner specified in the Certificate of
Incorporation.

                                       8



                  Board of Trade of the City of Chicago, Inc.


                             Rules and Regulations


                                             , 2001


   These Rules and Regulations shall take effect at the effective time (the
"Effective Time") of the Amended and Restated Certificate of Incorporation (as
amended from time to time, the "Certificate of Incorporation") of Board of Trade
of the City of Chicago, Inc. (the "Corporation") to be filed with the Secretary
of State of the State of Delaware in connection with the merger of the
Corporation and the demutualization and restructuring thereof (the
"Restructuring") as described in the Registration Statement filed with the
Securities and Exchange Commission in connection with the Restructuring.



================================================================================
Chapter 1
Government
================================================================================

     Ch1 Committees........................................................  [ ]
          157.00  Business Conduct Committee...............................  [ ]
          158.00  Floor Governors Committee................................  [ ]
          159.00  Membership Committee.....................................  [ ]
          159.01  Membership Committee Panels..............................  [ ]
          163.00  Investigating Committee..................................  [ ]
          165.01  Regulatory Compliance Committee..........................  [ ]

     Ch1 Departments.......................................................  [ ]
          170.01  Office of Investigations and Audits......................  [ ]
          170.02  Office of Investigations and Audits......................  [ ]
          170.03  Department of Member Services............................  [ ]
          170.04  Department of Member Services............................  [ ]
          170.05  Department of Member Services............................  [ ]
          170.07  Market Report Department.................................  [ ]

     Ch1 General...........................................................  [ ]
          180.00  Emergencies..............................................  [ ]
          180.01  Physical Emergencies.....................................  [ ]
          180.02  Emergency Actions Under Rule 180.00......................  [ ]
          188.01  Governing Members Possessing Material, Non-Public
                  Information..............................................  [ ]
          188.02  Service on Board of Directors, Disciplinary Committees,
                  Oversight Committees and Arbitration Panels..............  [ ]
          188.03  Exchange Liability.......................................  [ ]
          188.04  Voting by Interested Members.............................  [ ]
          188.05  Board's Interpretive Authority...........................  [ ]
          189.01  Limitation of Liability of Index Licensors or
                  Administrators...........................................  [ ]
          189.02  Limitation of Liability..................................  [ ]
          190.00  Compensation Information.................................  [ ]

                                      101


================================================================================
Chapter 1
Government
================================================================================


Ch1 Committees

157.00  Business Conduct Committee - (See 542.00) (08/01/94)

158.00  Floor Governors Committee - (See 543.00) (08/01/94)

159.00  Membership Committee - All applications for membership shall be
referred to the Membership Committee.  The Membership Committee, in its
discretion, may require an applicant who resides in the continental United
States to appear in person for an examination either before the full committee,
a duly authorized subcommittee thereof, or a representative of the Member
Services Department.  The Committee may also impose different requirements for
other applicants in lieu of personal appearance.

The Membership Committee may, at its discretion, require the personal appearance
and examination of the sponsors.  The Membership Committee, by a majority vote
of its members present at a duly constituted meeting, shall approve or deny the
admission of the applicant to membership. A decision of the Membership Committee
to deny the application may be appealed to the Regulatory Compliance Committee.
102 (08/01/94)

159.01  Membership Committee Panels - The Chairman of the Membership Committee
may appoint panels of Committee members to hold duly constituted meetings, in
accordance with Rule 159.00, for the purpose of approving or denying
applications for membership. Any such panel must consist of not fewer than three
members of the Committee. (08/01/94)

160.00  Committee of Arbitration; Committee of Appeals - (See 600.00) (08/01/94)

                                     [__]



                                Ch1 Committees
                                --------------

163.00  Investigating Committee - (See 541.00) (08/01/94)

165.01  Regulatory Compliance Committee - The Chairman of the Board, with the
approval of the Board, shall appoint a Regulatory Compliance Committee, which
shall be comprised of the following voting members:

     -  Three members of the Board, all of whom shall be Full Members or
        Associate Members; and

     -  The chairmen of the Arbitration, Business Conduct, Financial Compliance,
        Floor Conduct, Floor Governors and Membership Committees.

Each year the Chairman of the Board shall appoint, from among the Board members
on the Committee, the Chairman of the Regulatory Compliance Committee for a one-
year term, provided that the term of the first Committee chairman so appointed
shall expire in January 1995.

The Regulatory Compliance Committee shall be responsible for (a) the approval of
legislative priorities and responses to legislative and regulatory initiatives;
(b) the determination of membership capital requirements; (c) the establishment
of risk management policies; (d) the establishment of membership criteria; (e)
hearing appeals from denials of membership applications; (f) the monitoring of
compliance policies; and (g) establishing ranges for penalties and fines for
violations of the Rules and Regulations of the Association.

The Committee shall instruct the Office of Investigations and Audits to
administer a statement of Member's Rights to each member (or employee of a
member) who is the subject of an investigation.  (See below.)

Members of the Committee shall be appointed by the Chairman of the Board with
the approval of the Board.  The Chairman of the Board, with the approval of the
Board, shall fill any vacancy in the Board members serving on the Committee by
appointing another member of the Board to serve on the Committee.

                                     [__]


                                Ch1 Committees
                                --------------


                           STATEMENT OF MEMBER'S RIGHTS
                       APPURTENANT TO EXCHANGE PROCEEDINGS

        The Chicago Board of Trade ("Exchange" or "CBOT") is a self-regulatory
organization subject to supervisory regulation of the Commodity Futures Trading
Commission ("CFTC"). In order to fulfill its self-regulatory obligations the
Exchange is required by the CFTC to undertake certain surveillance activities
and to maintain an enforcement staff that prosecutes possible violations of
Exchange rules before Exchange committees.  At the CBOT these responsibilities
are carried out by the Office of investigations and Audits ("OIA") pursuant to
CBOT Regulations 170.01 and 170.02.

        Investigations may be initiated by staff, members, the CFTC of the
public.  When an investigation is completed, an Investigations Report
concerning the alleged violation is prepared and submitted to the appropriate
Exchange disciplinary committee for review and action.  An Investigation Report
is a privileged document and not subject to disclosure, although the essential
elements of an Investigative Report include a summary of the case and evidence
gathered by OIA, along with an OIA recommendation on whether to proceed.

        A member, member firm or any other person subject to questioning during
an investigation is afforded the following rights, in addition to those rights
contained in Chapter 5 of the Exchange Rulebook:

1)  The right to be represented by counsel during questioning and at any
    subsequent proceeding before an Exchange committee.  Regulation 540.03(g).

2)  The right to be informed of the general act or conduct which is the subject
    of the investigation, in so far as is determinable at the time of
    questioning.

3)  The right not to answer any question, if the answer would convict or tend to
    convict the person of any State of Federal law.  Rule 548.00.

4)  The right to examine any statements or documents which are relevant to the
    issued charges, excluding privileged work product and the Investigative
    Report.  Regulation 540.03(a).

5)  The right to call relevant witnesses at any hearing and, for those witnesses
    within the jurisdiction of the Association, compel their attendance.

6)  The right of one peremptory (for no reason) challenge to the presence of a
    member of an Exchange disciplinary committee impaneled to hear the matter
    and unlimited challenges for cause.

In addition, members, member firms or any other persons subject to questioning
during an investigation should be aware that Section 9(a)(4) of the Commodity
Exchange Act makes it a felony to willfully falsify or conceal a material fact,
to make a false, fictitious or fraudulent statement, or to knowingly make or use
a false document to any representative of the Exchange, including OIA employees,
who are performing their official duties.

I hereby acknowledge that I have read this Statement of Member's Rights this
______ day of ________, 20 ______.

__________________________________________________

04/01/01
                                     [__]


Ch1 Departments

170.01  Office of Investigations and Audits - Under authority of Rule 170.00
there is established a Department of the Association to be known as the Office
of Investigations and Audits. The Office shall function under the supervision of
an individual who shall be at least a Vice President of the Association. The
Office of Investigations and Audits shall initiate and conduct investigations
and audits on behalf of the President and Chief Executive Officer and on behalf
of the Association. No employee of such office shall have any interest in the
business of any member, member firm, or other person with trading privileges.
The individual who supervises such Office shall function also as a liaison
officer between the Business Conduct Committee and the Financial Compliance
Committee and the Commodity Futures Trading Commission. 1785 (08/01/94)

170.02  Office of Investigations and Audits - All officers, committees and
departments of the Association shall be entitled to use and shall make the
fullest possible use of the services provided by the Office of Investigations
and Audits consistent with their respective responsibilities and special needs,
and the President shall work out and establish policies and procedures governing
the initiation and handling of needed investigations and audits. All such
policies and procedures shall be consistent with and not in conflict with the
following declared policies of the Board:

(a)  All information obtained by the Office of Investigations and Audits
     regarding market positions and identity of traders shall be considered
     confidential, regardless of source, and shall be disclosed only to the
     Chairman or acting Chairman of the Business Conduct Committee and/or the
     Financial Compliance Committee and shall be disclosed to the Business
     Conduct Committee and/or the Financial Compliance Committee sitting as a
     committee when and after the individual in charge of the Office of
     Investigations and Audits or the Chairman or acting Chairman of the
     Business Conduct Committee and/or the Financial Compliance Committee shall
     have reason to believe that such Committee would or should take preventive
     or disciplinary action if such information were presented to it. This shall
     not preclude the Business Conduct Committee and/or the Financial Compliance
     Committee from ordering investigations or audits to be made at any time for
     the special purpose of obtaining information regarding the market position
     and identity of any trader or traders, and in such cases the Office of
     Investigations and Audits shall report fully and completely to the
     Committee any and all such information so obtained or in its possession.

(b)  It shall be considered a breach of trust for any employee of the Office of
     Investigations and Audits to divulge, or allow or cause to be divulged, to
     any unauthorized person, any confidential, commercially sensitive, or non-
     public information, including any information regarding the market
     position, financial condition, or identity of any trader or firm or to
     disclose the name of any customer of one firm to any other firm, except as
     provided for in paragraph (a) hereof or when required in connection with
     disciplinary proceedings or other formal proceedings or actions of a duly
     authorized committee of the Association or of the Board, or in response to
     a duly authorized subpoena, or in response to a request or demand by any
     administrative or legislative body of government having jurisdiction of the
     subject matter and authority to obtain the information requested, or on
     behalf of the Association in any proceeding authorized by the Board of
     Directors. Such information shall not be divulged by any employee of the
     Office of Investigations and Audits without the prior approval of the
     individual responsible for supervision of the Office of Investigations and
     Audits. 1786 (08/01/94)

170.03  Department of Member Services - Under the authority of Rule 170.00 there
is established a Department of Member Services. The function of such Department
shall be (1) to act in accordance with Regulations of the Board and policies and
procedures established by the Membership Committee and (2) to develop and
process information in behalf of the Board, the Membership Committee, the
Business Conduct Committee and all other Committees and Departments of the
Association. The services of such Department shall not, however, be used in
connection with the investigation of market positions nor shall it demand
information from which knowledge of market

                                     [__]


                                Ch1 Departments
                                ---------------

positions could be obtained. The Department shall function under the supervision
of a Vice President who shall be a full time employee of the Association. No
employee of such Department shall have an interest in the business of any member
or member firm. 1787 (08/01/94)

170.04  Department of Member Services - Any irregularities that may be found by
the Department incidental to its routine analysis of financial statements shall
be immediately reported to the Financial Compliance Committee. Except as
otherwise provided, all financial information obtained by the Department shall
be considered confidential and shall be disclosed only to the appropriate
committee or department requesting the information or to an Officer of the
Association. 1788 (08/01/94)

170.05  Department of Member Services - The Board, Committees and Departments of
the Association shall make the fullest possible use of the services provided by
the Department of Member Services consistent with their respective
responsibilities and special needs, and in cooperation with such Department
shall work out and establish policies and procedures governing the use of such
services. 1789 (08/01/94)

170.07  Market Report Department - The records and reports of the Market Report
Department shall be considered and treated as portions of the official records
of the Association and may not be given out or disseminated except pursuant to
the conditions and restrictions prescribed by these Regulations.

The Exchange shall have charge of all matters relating to collection,
dissemination, and use of quotations in connection with commodities or
securities. It shall have the power to approve or disapprove any application for
quotation service to a non-member or to telephonic or telegraphic wire or
wireless connection between the office of a member or a member's firm and the
office of any corporation, firm, or individual not a member of the Association
transacting a banking or brokerage business and it shall have power at any time
to disapprove the furnishing of any such quotation service or any such wire or
wireless connection and to require the discontinuance thereof. It may inquire
into wire or wireless connections of every kind whatsoever between the office of
a member and any member or non-member, and may require the discontinuance of any
such connection. 1030 (08/01/94)

                                     [__]


Ch1 General

180.00  Emergencies

(a)  The Board, upon the affirmative vote of two-thirds of the members voting at
     a meeting where a quorum is deemed present and at least one-third of the
     full Board is physically present, may adopt an emergency Regulation or
     Resolution which shall supersede and supplant all contrary or inconsistent
     Rules, Regulations, Resolutions or Rulings. Notice of the adoption of an
     emergency Regulation or Resolution shall be posted promptly on the floor of
     the Exchange.

(b)  An emergency Regulation or Resolution shall expire upon the happening of
     any of the following events:

     (i)  the Board shall have voted to rescind the emergency Regulation or
          Resolution in the same manner as for its adoption;

     (ii) the Commodity Futures Trading Commission shall have failed to
          authorize the extension of the emergency Regulation or Resolution
          within thirty (30) days after its adoption for a period not to exceed
          sixty (60) additional days; or

    (iii) the Board or the Members of the Association shall have failed to adopt
          the emergency Regulation or Resolution in accordance with Rules 107.00
          or 132.00 during the time period when the emergency is in effect.

(c)  All Exchange contracts shall be subject to the exercise of these emergency
     powers by the Board as well as the exercise by the Clearing House of the
     powers reserved to it by its charter, bylaws and resolutions.

(d)  The Term "emergency" shall include all emergency circumstances now or
     hereafter referenced in the Commodity Exchange Act and the regulations of
     the Commodity Futures Trading Commission thereunder, and all other
     circumstances in which an emergency can lawfully be declared by the Board.

(e)  Except as otherwise stated in an emergency Regulation or Resolution adopted
     hereunder, the powers exercised by the Board under this Rule shall be in
     addition to and not in derogation of the authority granted by the Rules and
     Regulations to a committee or officer of the Association to take action as
     specified therein. (08/01/94)

180.01  Physical Emergencies - In the event the physical functions of the
Association are, or are threatened to be, severely and adversely affected by a
physical emergency such as but not limited to fire or other casualty, bomb
threats, substantial inclement weather, power failures, communications or
automated system breakdowns, or transportation breakdowns, either the Chairman,
the President, or in their absence a member of the Executive Committee or
another officer of the Exchange, is authorized to take such action as he shall
deem necessary or appropriate to deal with such emergency including but not
limited to suspending trading, provided that no trading suspension shall
continue for more than five days without the approval of the Board under Rule
180.00; restoring trading; temporarily extending, limiting or changing the hours
of trading; and extending the last day of trading and the delivery dates for
expiring contracts. In addition, an officer of the Exchange, or his designee,
may take such action as he shall deem necessary or appropriate to deal with a
physical emergency, even if the Chairman and the President are not absent, if
such authority has been delegated by the Chairman and the President. (06/01/00)

180.02  Emergency Actions Under Rule 180.00 - Pursuant and subject to the
provisions of Rule 180.00, the Board may take or direct such actions as it deems
necessary or appropriate to meet an emergency, including but not limited to such
actions as:

(a)  limited trading to liquidation only, in whole or in part;

(b)  limited trading to liquidation only, except new sales for delivery;

(c)  extending or shortening the time for the expiration of trading;

(d)  extending the time for delivery;

                                     [__]


(e)  ordering liquidation of contracts;

(f)  ordering the fixing of settlement prices;

(g)  ordering the reduction of positions;

(h)  ordering the transfer of positions, and the money, securities and property
     securing such positions, held on behalf of customers by a member, to
     another member or members willing to assume such positions;

(i)  extending, limiting or changing the hours of trading;

(j)  suspending trading;

(k)  changing or removing daily price fluctuation limits;

(l)  modifying or suspending any of the Rules and Regulations. (08/01/94)

188.01  Governing Members Possessing Material, Non-Public Information - - No
member of the Association who is a member of the Board of Directors or a
Committee of the Association knowingly shall use or disclose, for any purpose
other than the performance of such member's official duties as a member of the
Board of Directors or any such Committee, material, non-public information
obtained as a result of such member's participation on the Board of Directors or
any such committee. (08/01/94)

188.02  Service on Board of Directors, Disciplinary Committees, Oversight
Committees and Arbitration Panels - No person shall serve on any disciplinary
committee (i.e., Appellate Committee, Business Conduct Committee, Financial
Compliance Committee, Floor Governors Committee, Floor Conduct Committee or
Hearing Committee), oversight committee (i.e. Regulatory Compliance Committee),
arbitration panel or the Board of Directors of the Association:

1)   who is found by a final decision or settlement agreement (or absent a
     finding in the settlement agreement if any acts charged included a
     disciplinary offense) to have committed a disciplinary offense, as defined
     in Commodity Futures Trading Commission ("Commission") Regulation 1.63 (a)
     (6); or

2)   whose Commission registration in any capacity has been revoked or
     suspended; or

3)   who is subject to an agreement with the Commission or any self-regulatory
     organization not to apply for registration; or

4)   who is subject to a denial, suspension or disqualification from serving on
     a disciplinary committee,

                                     [__]



     oversight committee, arbitration panel or governing board of any self-
     regulatory organization as that term is defined in Section 3(a)(26) of the
     Securities Exchange Act of 1934; or

5)   who has been convicted of any felony listed in Section 8a(2) (D) (ii)
     through (iv) of the Commodity Exchange Act;

for a period of three years from the date of such final decision or for such
time as the person remains subject to any suspension, expulsion or has failed to
pay any portion of a fine imposed for committing a disciplinary offense,
whichever is longer.

All terms used herein shall be defined consistent with Commission Regulation
1.63(a). (11/01/94)

188.03  Exchange Liability -

A.   Except as provided in the Commodity Exchange Act and/or the regulations of
     the Commodity Futures Trading Commission, and except in instances where
     there has been a finding of willful or wanton misconduct, gross negligence,
     bad faith or fraudulent or criminal acts, in which case the party found to
     have engaged in such misconduct cannot invoke the protection of this
     provision, neither the Exchange nor any of its directors, officers,
     employees, agents or consultants shall have or incur any liability
     whatsoever to its members, any persons associated therewith, their
     customers or any third parties related thereto or their successors,
     assigns, or representatives, for any loss, damage, cost, claims or expense
     (including but not limited to indirect, incidental or consequential
     damages) that arise out of the use or enjoyment of the facilities or
     services afforded by the Exchange, any interruption in or failure or
     unavailability of any a such facilities or services, any action taken or
     omitted to be taken with respect to the business of the Exchange or any
     information or data provided or withheld by the Exchange. Such limitation
     of liability shall apply to all claims, whether in contract, tort,
     negligence, strict liability or otherwise.

     The Exchange makes no warranty, express or implied, as to the results to be
     obtained by any person or entity from the use of any data or information
     transmitted or disseminated by or on behalf of the Exchange. The Exchange
     makes no express or implied warranties of merchantability or fitness for a
     particular purpose or use with respect to any data or information
     transmitted or disseminated by or on behalf of the Exchange.

B.   Subject to the limitations set forth above, neither the Exchange nor any of
     its directors, officers, employees, agents or consultants shall have or
     incur any liability whatsoever to its members, their customers or any third
     parties associated therewith, or their successors, assigns, or
     representatives, for any loss, damage, cost or expense (including but not
     limited to indirect, incidental or consequential damages) incurred by
     members or customers as a result of any failure, malfunction, fault, delay,
     omission, inaccuracy, interruption or termination of service in connection
     with the furnishing, performance, operation, maintenance or use of or
     inability to use all or any part of any Exchange systems. Such limitation
     of liability shall apply regardless of the cause of such systems failure
     even if due to Exchange error, omission or negligence. Further, such
     limitation of liability shall apply to all claims, whether in contract,
     tort, negligence, strict liability or otherwise.

     Additionally, the Exchange, its directors, officers, employees, agents or
     consultants shall have or incur absolutely no liability whatsoever for any
     errors or inaccuracies in information provided by any Exchange systems or
     for any losses resulting from unauthorized access or any other misuse of
     any Exchange systems by any person.

C.   As used in this regulation, the term "systems" includes, but is not limited
     to, electronic order entry/delivery, trading through any electronic means,
     electronic communication of market data or information, workstations used
     by members and authorized employees of members, price reporting systems and
     any and all terminals, communications networks, central computers,
     software, hardware, firmware and printers relating thereto.

D.   As used in this regulation, the term "Exchange" shall mean the Board of
     Trade of the City of Chicago, as well as any entity in which the Board of
     Trade is now or will become a general partner, a member, or a shareholder,
     including but not limited to Ceres Trading Limited Partnership, C.B.T.
     Corporation, and Chicago Board Brokerage, Inc. (08/01/97)

188.04  Voting by Interested Members -

                                     [__]


(a)  Definitions. For purposes of this section:

     (1)  "Disciplinary Committee" means any person or committee of persons, or
          any subcommittee thereof, that is authorized by the Association to
          issue disciplinary charges, to conduct disciplinary proceedings, to
          settle disciplinary charges, to impose disciplinary sanctions, or to
          hear appeals thereof in cases involving any violation of the rules of
          the Association except those cases where the person or committee is
          authorized summarily to impose minor penalties for violating rules
          regarding decorum, attire, the timely submission of accurate records
          for clearing or verifying each day's transactions or other similar
          activities.

     (2)  A person's "family relationship" means the person's spouse, former
          spouse, parent, stepparent, child, stepchild, sibling, stepbrother,
          stepsister, grandparent, grandchild, uncle, aunt, nephew, niece or in-
          law.

     (3)  "Governing board" means the Board of Directors, or any subcommittee
          thereof, duly authorized pursuant to the rules and regulations of the
          Association that have been approved by the CFTC or have become
          effective pursuant to Section 5a(a)(12)(A) of the Act to take action
          or to recommend the taking of action on behalf of the Association.

     (4)  "Oversight panel" means any panel, or any subcommittee thereof,
          authorized by the Association to recommend or establish policies or
          procedures with respect to the Association's surveillance, compliance,
          rule enforcement, or disciplinary responsibilities.

     (5)  "Member's affiliated firm" is a firm in which the member is a
          "principal", as defined in CFTC Regulation 3.1(a), or an employee.

     (6)  "Named party in interest" means a person or entity that is identified
          by name as a subject of any matter being considered by a governing
          board, disciplinary committee or oversight panel.

     (7)  "Significant action" includes any of the following types of self-
          regulatory organization actions on rule changes than can be
          implemented without the CFTC's prior approval:

               (i)  any actions or rule changes which address an "emergency" as
                    defined in CFTC Regulation 1.41(a)(4)(i) through (iv) and
                    (vi) through (viii); and

               (ii) any changes in margin levels that are designed to respond to
                    extraordinary market conditions such as an actual or
                    attempted corner, squeeze, congestion or undue concentration
                    of positions, or that otherwise are likely to have a
                    substantial effect on prices in any contract traded on the
                    Exchange; but does not include any rule not submitted for
                    prior CFTC approval because such rule is unrelated to the
                    terms and conditions of any contract traded on the Exchange.

(b)  Relationship with Named Party in Interest

     (1)   Nature of Relationship. A member of the Board of Directors, a
           disciplinary committee or an oversight panel must abstain from such
           body's deliberations and voting on any matter involving a named party
           in interest where such member:

           (i)   is a named part in interest;

           (ii)  is an employer, employee, or fellow employee of a named party
                 in interest;

           (iii) is associated with a named party in interest through a "broker
                 association" as defined in CFTC Regulation 156.1;

           (iv)  has any other significant, ongoing business relationship with a
                 named party in interest, not including relationships limited to
                 executing futures or option transactions opposite each other or
                 to clearing futures or option transactions through the same
                 clearing member; or

           (v)   has a family relationship with a named party in interest.

                                     [__]


     (2)  Disclosure of Relationship. Prior to the consideration of any matter
          involving a named party in interest, each member of the Board of
          Directors, a disciplinary committee or an oversight panel must
          disclose to the designated staff liaison whether he or she has one of
          the relationships listed in section (b)(1) hereof with a named party
          in interest.

     (3)  Procedure for Determination. When it becomes necessary to determine
          whether any member of the Board of Directors, a disciplinary committee
          or an oversight panel is subject to a conflicts restriction under
          section (b)(1) hereof, such Board of Directors, disciplinary committee
          or oversight panel shall determine by majority vote whether a
          particular member is required to abstain. Taking into consideration
          the exigency of the committee action, such determination should be
          based upon:

          (i)  information provided by the member pursuant to section (b)(2)
               hereof; and

          (ii) any other source of information that is held by and reasonably
               available to the Exchange.

(c)  Financial Interest in a Significant Action.

     (1)  Nature of Interest. A member of the Board of Directors, a disciplinary
          committee or an oversight panel must abstain from such body's
          deliberations and voting on any significant action if the member
          knowingly has a direct and substantial financial interest in the
          result of the vote based upon either exchange or non-exchange
          positions that could reasonably be expected to be affected by the
          action.

     (2)  Disclosure of Interest. Prior to the consideration of any significant
          action, each member of the Board of Directors, a disciplinary
          committee or an oversight panel must disclose to designated staff
          liaison the position information referred to in section (c)(3) hereof
          that is known to him or her. This requirement does not apply to a
          member who chooses to abstain from deliberations and voting on the
          subject significant action.

     (3)  Procedure for Determination. When it becomes necessary to determine
          whether any member of the Board of Directors, a disciplinary committee
          or an oversight panel is subject to a conflicts restriction under
          section (c)(1) hereof, such Board of Directors, disciplinary committee
          or oversight panel shall determine by majority vote whether a
          particular member is required to abstain. Such determination must
          include a review of:

          (i)   gross positions in contracts traded at the Exchange in the
                member's personal accounts or "controlled accounts", as defined
                in CFTC Regulation 1.3(j);

          (ii)  gross positions in contracts traded at the Exchange in
                proprietary accounts, as defined in CFTC Regulation 1.17(b)(3),
                at the member's affiliated firm;

          (iii) gross positions in contracts traded at the Exchange in accounts
                in which the member is a principal, as defined in CFTC
                Regulation 3.1(a);

          (iv)  net positions in contracts traded at the Exchange in "customer"
                accounts, as defined in CFTC Regulation 1.17(b)(2), at the
                member's affiliated firm; and

          (v)   any other types of positions, whether in contracts traded at the
                Exchange or elsewhere, held in the member's personal accounts or
                the proprietary accounts of the member's affiliated firm that
                the Exchange reasonably expects could be affected by the
                significant action.

     (4)  Bases for Determination. Taking into account the exigency of the
          significant action, the determination described in section (c)(3)
          should be based upon;

          (i)   the most recent large trader reports and clearing records
                available to the Exchange;

          (ii)  information provided by the member with respect to positions
                pursuant to section (c)(2) hereof; and

          (iii) any other source of information that is held by and reasonably
                available to the Exchange.

                                     [__]


(d)  Participation in Deliberations.

     (1)  The Board of Directors, a disciplinary committee or an oversight panel
          may permit a member thereof to participate in deliberations prior to a
          vote on a significant action for which he or she otherwise would be
          required by section (c)(1) to abstain, if such participation would be
          consistent with the public interest and the member recuses himself or
          herself from voting on such action.

     (2)  In making a determination as to whether to permit a member to
          participate in deliberations on a significant action for which he or
          she otherwise would be required to abstain, the Board of Directors,
          disciplinary committee or oversight panel shall consider the following
          factors:

          (i)  whether the member's participation in deliberations is necessary
               for the deliberating body to achieve a quorum in the matter; and

          (ii) whether the member has unique or special expertise, knowledge or
               experience in the matter under consideration.

     (3)  Prior determination to any pursuant to section (d)(1) hereof, the
          Board of Directors, disciplinary committee or oversight panel must
          fully consider the position information which is the basis for the
          member's direct and substantial financial interest in the result of a
          vote on a significant action pursuant to section (c) hereof.

(e)  Documentation of Determination. The Board of Directors, a disciplinary
     committee and an oversight panel must reflect in their minutes or otherwise
     document that the conflicts determination procedures required by this
     regulation have been followed. Such records also must include:

     (1)  the names of all members who attended the meeting in person or who
          otherwise were present by electronic means;

     (2)  the name of any members who voluntarily recused himself or herself or
          was required to abstain from deliberations and/or voting on a matter
          and the reason for the recusal or abstention, if stated; and

     (3)  information on the position information that was reviewed for each
          member.

Interpretation of Regulation 188.04

Questions have arisen about the meaning of certain provisions of CBOT Regulation
188.04, the new conflict of interest standard required by CFTC Regulation 1.69.
This interpretation will enable Regulation 188.04 to be applied in a uniform
manner.

1.  Regulation 188.04(a)(1), (3) and (4): Not Applicable to Arbitration or
Membership Committees. Neither the Arbitration Committee nor any panel thereof
is a governing board, a disciplinary committee or an oversight panel. When the
Membership Committee reviews membership applications, it is not a governing
board, a disciplinary committee or an oversight panel. However, the Membership
or the Regulatory Compliance Committee is a disciplinary committee when it
conducts proceedings to decide whether to deny a membership application

2.  Regulation 188.04(a)(2): Definition of In-Law. An in-law is (1) a mother,
father, sister or brother of a member's current spouse or (2) the current spouse
of (a) a member's brother or sister or (b) a brother or sister of a member's
current spouse.

3.  Regulation 188.04(a)(7)(i): Significant Action By the Business Conduct
Committee. As part of its surveillance of expiring contracts, the Business
Conduct Committee (BCC) may decide to review or request information, relay
concern, or remind market participants of their obligations under Exchange
rules. These matters are not "significant actions."

Matters considered by the BCC during its expiration surveillance do not
constitute "significant action" until the Committee begins to consider whether
to recommend that the Board of Directors take emergency action under Rule
180.00.

                                     [__]


4.  Regulation 188.04(b): Business Conduct Committee Surveillance of Expiring
Contracts. In the Business Conduct Committee's review of expiring contracts, a
market participant would be considered a "named party in interest" if (a) that
market participant were identified to the Committee and (b) the Committee
communicated with or considered whether to communicate with that identified
participant

5.  Regulation 188.04(b): CTR Violations by Member Firms. CTR violations by
member firms are not treated as summary offenses. A joint subcommittee (the "CTR
Subcommittee") of the Business Conduct and Floor Governors Committees reviews
reports of violations of rules relating to the submission of CTR data by member
firms. The CTR Subcommittee decides whether to recommend that the Business
Conduct Committee institute disciplinary proceedings (and also makes
recommendations about preliminary penalties) against such firms. The Business
Conduct Committee then reviews these recommendations and decides whether to
authorize the commencement of disciplinary proceedings. The respondent can
submit a settlement offer to or request a hearing before the Business Conduct
Committee.

When a CTR violation is not treated as a summary offense, and the preliminary
penalty is not more than $5,000, a member of the CTR Subcommittee and the
Business Conduct Committee will abstain from deliberations and voting on the
recommendation, issuance or settlement of charges against a member firm if the
committee member is a principal or employee of that member firm. Committee
members are not required to disclose any other relationship under Regulation
188.04(b)(2), and no inquiry need be made under Regulation 188.04(b)(3) into any
other relationship.

6.  Regulation 188.04(b)(1): Quotation Changes, Insertions, Deletions. In
considering requests for price changes, insertions, or deletions, Pit Committees
and the Project A Trade Resolution Committee are deemed to be "oversight
panels," but such actions are not "significant actions." Accordingly, these
committees are subject to restrictions relating to named parties in interest
under Regulation 188.04(b)(1), but are not subject to the "significant action"
standards and procedures under Regulation 188.04(c). Under Regulation 188.04(b),
the party requesting the change and the members who executed the trade in
question are the named parties in interest.

7.  Regulation 188.04(b)(1)(iv): When Is An Ongoing Business Relationship
"Significant?"

Floor Brokerage.  A floor broker has a significant relationship with his/her
customer and the principals of that customer if more than 10% of the contracts
executed by that broker in the preceding three months were executed for orders
placed with the broker by that customer.

A floor broker who executes orders placed with him by Firm A which are then
given up to Firm B does not have a significant relationship with Firm B.

Give-Up Agreements.   Clearing Member A and its principals and employees and
executing Member B and its principals and employees do not have a significant
relationship by virtue of a give-up agreement between A and B, unless more than
25% of the volume of contracts executed by Member B are given up to Member A, or
unless 25% of the volume of contracts cleared by Member A are executed by
Member B

Membership Leases.  The owner of a membership or membership interest and a
person to whom he or she has delegated any of the privileges of that membership
under Rule 221.00 have a significant ongoing business relationship.

Loans.  A member who owes to a party or is owed by a party more than $5,000 has
a significant ongoing business relationship with that party and its principals
and employees.

Guarantees.  A member who guarantees a financial obligation to or has a
financial obligation guaranteed by a party has a significant ongoing business
relationship with that party and its principals and employees, unless the
outstanding indebtedness subject to the guarantee is $25,000 or less.

                                     [__]


Indemnification Agreements.  A member who indemnifies or is indemnified by a
party has a significant ongoing business relationship with that party and its
principals and employees, unless the indemnity agreement limits the liability of
the indemnifying party to $25,000 or less. (08/01/99)

188.05  Board's Interpretive Authority - The Board of Directors, pursuant to
authority granted to it by Article I, Section 2 of the Amended and Restated
Bylaws of the CBOT (the "Bylaws"), may from time to time adopt Interpretations
of the Amended and Restated Certificate of Incorporation of the CBOT (the
"Charter"), the Bylaws, which include the Rules of the CBOT, and Regulations of
the CBOT in a manner that replicates, to the largest extent permissible under
the Delaware General Corporation Law, the comparable provisions of the Special
Charter, Rules and Regulations of the Board of Trade of the City of Chicago,
except as otherwise set forth in the Chapter, Bylaws and Regulations. (10/01/00)

189.01  Limitation of Liability of Index Licensors or Administrators -

A.   No Index Licensor or Administrator shall have any liability for any loss,
     damages, claim or expense arising from or occasioned by any inaccuracy,
     error or delay in, or omission of or from, (i) any index or index
     information or (ii) the collection, calculation, compilation, maintenance,
     reporting or dissemination of any index or index information, resulting
     either from any negligent act or omission by the Exchange, any Related
     Entity or any Index Licensor or Administrator or from any act, condition or
     cause beyond the reasonable control of the Exchange, any Related Entity or
     any Index Licensor or Administrator, including, but not limited to, flood,
     extraordinary weather conditions, earthquake or other act of God, fire,
     war, insurrection, riot, labor dispute, accident, action of government,
     communications or power failure, or equipment of software malfunction.

B.   No Index Licensor or Administrator makes any express or implied warranty as
     to results that any person or party may obtain from using any index or
     index information, for trading or any other purpose. Each Index Licensor
     and Administrator makes no express or implied warranties, and disclaims all
     warranties of merchantability or fitness for a particular purpose or use,
     with respect to any such index or index information.

C.   For purposes of this regulation, "Related Entity" includes, but is not
     limited to, any subsidiary, affiliate or related partnership or entity of
     the Chicago Board of Trade, including without limitation, Ceres Trading
     Limited Partnership, MidAmerica Commodity Exchange, Board of Trade Clearing
     Corporation, the Clearing Corporation for Options and Securities, Chicago
     Board Brokerage, L.L.C., The CBBB Partnership (including its individual
     partners) and C-B-T Corporation.

D.   For the purpose of this regulation, "Index Licensor or (and) Administrator"
     includes, but is not limited to, any person who:

     1.   licenses to the Exchange the right to use (i) an index that is the
          basis for a futures or futures option contract made available for
          trading on or through the facilities of the Exchange or a Related
          Entity or (ii) any trademark or service mark associated with such an
          index;

     2.   collects, calculates, compiles, reports and/or maintains such an index
          or index information relating to such an index;

     3.   provides price data or evaluations used in the calculation of such an
          index including, but not limited to, the entities identified in
          Appendix 19 of these Rules and Regulations

     4.   provides facilities for the dissemination of an index or index
          information; and/or

     5.   is responsible for or participates in any of the activities described
          above. (04/01/98)

189.02  Limitation of Liability -

A.   Neither the Exchange nor any Related Entity shall have any liability for
     any loss, damages, claim or expense arising from or occasioned by any
     inaccuracy, error or delay in, or omission of or from, (i) any index or
     index information or (ii) the collection, calculation, compilation,
     maintenance, reporting or dissemination of any index or index information,
     resulting either from any negligent act or omission by the Exchange, any
     Related Entity or any Index Licensor or Administrator or from any act,
     condition or cause beyond the reasonable control of the Exchange, any
     Related Entity or any

                                     [__]


     Index Licensor or Administrator, including, but not limited to, flood,
     extraordinary weather conditions, earthquake or other act of God, fire,
     war, insurrection, riot, labor dispute, accident, action of government,
     communications or power failure, or equipment or software malfunction.

B.   Neither the Exchange nor any Related Entity makes any express or implied
     warranty as to results that any person or party may obtain from using any
     index or index information for trading or any other purpose. The Exchange
     and its Related Entities make no express or implied warranties, and
     disclaim all warranties of merchantability or fitness for a particular
     purpose or use, with respect to any such index or index information.

C.   Nothing in this regulation shall limit the applicability of the Commodity
     Exchange Act or the regulations of the Commodity Futures Trading
     Commission.

D.   For purposes of this regulation, "Related Entity" includes, but is not
     limited to, any subsidiary, affiliate or related partnership or entity of
     the Chicago Board of Trade, including without limitation, Ceres Trading
     Limited Partnership, MidAmerica Commodity Exchange, Board of Trade Clearing
     Corporation, the Clearing Corporation for Options and Securities, Chicago
     Board Brokerage, L.L.C., The CBBB Partnership (including its individual
     partners) and C-B-T Corporation.

E.   For the purpose of this regulation, "Index Licensor or (and) Administrator"
     includes any person who:

     1.   licenses to the Exchange the right to use (i) an index that is the
          basis for a futures or futures option contract made available for
          trading on or through the facilities of the Exchange or a Related
          Entity or (ii) any trademark or service mark associated with such an
          index;

     2.   collects, calculates, compiles, reports and/or maintains such an index
          or index information relating to such an index;

     3.   provides price data or evaluations used in the calculation of such an
          index including, but not limited to, the entities identified in
          Appendix 19 of these Rules and Regulations;

     4.   provides facilities for the dissemination of an index or index
          information; and/or

     5.   is responsible for or participates in any of the activities described
          above. (04/01/98)

                                     [__]


   Resolution - The following Resolution was adopted by the Board of Directors
                on June 24,1987:

WHEREAS, the Board of Trade of the City of Chicago ("Board of Trade") has
consistently followed a policy of trading options contracts on all liquid
futures contracts to the maximum extent permitted by federal law and regulation;
and

WHEREAS, it is the unanimous consensus of this Board of Directors that options
on futures contracts have proven to be a successful product of great benefit to
both the membership and public market participants; and

WHEREAS, the Board of Directors this day approved and recommended for membership
approval an agreement to establish a joint venture with the Chicago Board
Options Exchange which includes commitments regarding future trading on options
on futures contracts;

THEREFORE, BE IT HEREBY RESOLVED: That it is the unanimous consensus of this
Board of Directors and the recommendation of this Board to future Boards of
Directors that the policy of establishing options on liquid futures contracts to
the maximum extent permissible by law be continued when in the best interest of
the membership and the public.


                                     [__]




==========================================================================================
Chapter 2
Membership
==========================================================================================
                                                                                 
     Ch2 Applicants..................................................................  204
          200.00    Applicants for Membership........................................  204
          201.00    Application for Membership.......................................  204
          201.00A   Examination Requirement..........................................  204
          201.01    Responsibilities of Applicant for Membership and His Sponsors....  204
          201.01A   Sponsoring Applicants for Membership.............................  204
          201.02    Maintenance of Membership Qualifications.........................  205
          202.00    Approval for Membership..........................................  206
          202.01    Delegation of Authority to Approve Change in Status Request......  206
          202.01A   Procedures of Authority to Approve...............................  207
          202.02    Procedures for Hearings on Preliminary Denials by the Membership
                    Committee........................................................  207
          202.03    Membership Committee's Preliminary Decisions.....................  208
          203.01    Procuring a Membership or Membership Interest....................  208
          204.00    Membership Obtained by Fraud.....................................  209
          205.00    Agreement to Observe Rules and Regulations.......................  209
          205.01    Acquisition of Class A Units of Ceres Trading Limited
                    Partnership......................................................  209
          206.02    Gratuities.......................................................  209
          207.00    Office Address...................................................  209
          207.01    Primary Clearing Member..........................................  209
          208.00    Conducting Business Under a Firm Name............................  210
          208.01    Conducting Business Under a Firm Name............................  210
          209.00    Indemnification of Association...................................  210
          209.01    Floor Trading Permits............................................  210
          209.02    MidAmerica Floor Access Members' Trading Privileges..............  210
          209.03    Product Sponsor Programs.........................................  210
          209.04    MidAmerica Members' and Permit Holders' Trading Privileges.......  210
          210.00    Full Member CBOE "Exercise" Privilege............................  210
          211.00    Associate Memberships............................................  211
          212.00    Reciprocal Trading Privileges with LIFFE.........................  211
          213.00    Assessments and Fees.............................................  212
          214.00    Obligations and Duties...........................................  212
          215.00    Associate Members Committee......................................  212
          217.00    Applicants.......................................................  212
          219.00    Communications From Floor........................................  212
          220.00    Violations.......................................................  212
          221.00    Delegation.......................................................  212
          221.01    Delegation by Deceased Member's Estate...........................  214
          221.02    Floor Access of Delegating Members and Delegates.................  214
          221.03    Minimum Delegation Term..........................................  214
          221.05    Delegates' Clearing Members......................................  214
          221.07    Voting Rights....................................................  214
          221.08    Requirements for Delegates of Membership Interests...............  214
          221.09    Delegation of Firm-Owned Memberships and Membership Interests....  215
          221.10    Indemnification of Delegators....................................  215
          221.11    Delegation by Trust..............................................  215
          222.00    Multiple Memberships.............................................  215
          224.00    Trades of Non-Clearing Permit Holders............................  215
          225.00    General Enabling Rule for Market Maker Programs..................
     Ch2 Registration................................................................  216
          230.00    Registration.....................................................  216
          230.01    Eligible Business Organizations..................................  216
          230.02    Registration of Membership for Eligible Business Organizations...  216



                                      201



                                                                                 
          230.03    Designated Persons...............................................  218
          230.04    Cooperative Association of Producers.............................  218
          230.05    Registration for Trading on the Floor in Cash Grain..............  219
          230.06    Eligible Business Organization Status Upon Death or Withdrawal
                    of Registered Member.............................................  219
          230.07    Primary Clearing Member Permission for Member Registration.......  219
          230.08    Doing Business in Firm (or Trade) Name...........................  219
          230.09    Formation of Partnerships or Limited Liability Companies.........  219
          230.10    Suspended or Insolvent Members...................................  219
          230.11    Discipline of Partners or Members of Limited Liability Companies.  220
          230.12    Dissolution of Partnership or Limited Liability Company..........  220
          230.13    Relations Controlling Policy.....................................  220
          230.14    Delegation of Approval Authority.................................  220
          230.15    Financial Requirements...........................................  220
          230.16    Designated Liaison...............................................  220
          230.17    Changes in Organization..........................................  220
          231.00    Ownership and Registration of Associate Memberships..............  221

     Ch2 Assessments and Fees........................................................  222
          240.00    Assessments......................................................  222
          241.00    Members in Military Service......................................  222
          241.01    Dues of Members in Military Service..............................  222
          242.00    Neglect to Pay Assessment........................................  222
          243.00    Transfer Fees....................................................  222
          243.01    Sale and Transfer of Membership Privileges.......................  222

     Ch2 Purchase and Sale or Transfer of Membership or Membership Interest..........  223
          249.01    Purchase and Sale or Transfer of Membership or
                    Membership Interest..............................................  223
          250.01    Sale and Transfer of Membership Privileges.......................  231
          250.02    Memberships Held Under Regulation 249.01(b)......................  233
          250.03    Power-of-Attorney................................................  233
          251.00    Membership Transfer..............................................  233
          251.01    Member Under Investigation.......................................  233
          252.00    Proceeds of Membership - ........................................  233
          252.00A   Claims Filed by Corporations.....................................  235
          252.00B   Interpretation of Rule 252(e)....................................  235
          253.00    Filing Claims....................................................  235
          253.01    Pending Arbitration..............................................  235
          255.00    Deceased or Incompetent Member...................................  235
          256.00    Expelled Member..................................................  235

     Ch2 Insolvency..................................................................  236
          270.00    Insolvency.......................................................  236
          270.01    Restrictions on Operations.......................................  236
          270.02    Procedures for Member Responsibility Actions.....................  236
          270.03    Finality of Disciplinary Decisions and Member
                    Responsibility Actions...........................................  236
          271.00    Announcement of Suspension.......................................  236
          272.00    Insolvent Member.................................................  236
          272.01    Bankruptcy of a Member or Non-Member.............................  237
          272.02    Deliveries in Bankruptcy Situation...............................  237
          273.00    Investigation....................................................  238
          273.01    Insolvency.......................................................  238
          274.00    Reinstatement....................................................  238
          275.00    Suspended or Expelled Member Deprived of Privileges..............  238
          276.00    Suspended Member-Time for Settlement.............................  238
          277.00    Discipline During Suspension.....................................  238
          278.00    Suspension for Default...........................................  238
          278.01    Arbitration of Default...........................................  239
          285.01    Financial Questionnaire..........................................  239
          285.02    Audits...........................................................  239



                                      202



                                                                                 
          285.03    Notification of Capital Reductions...............................  239
          285.04    Restrictions on Operations.......................................  240
          285.05    Financial Requirements...........................................  240
          285.07    Member Joint Accounts............................................  241
          285.08    Financial Arrangements...........................................  241
          285.09    Trading Associations.............................................  241
          286.00    Trades of Non-Clearing Members...................................  241
          287.00    Advertising......................................................  242

     Ch2 Membership Interests........................................................  243
          290.00    Market Categories................................................  243
          290.01    Agricultural and Associated Market (AAM).........................  243
          290.02    Government Instruments Market (GIM)..............................  243
          290.03    Index, Debt and Energy Market (IDEM).............................  243
          290.04    Commodity Options Market (COM)...................................  243
          291.00    GIM Membership Interest..........................................  243
          292.00    IDEM Membership Interest.........................................  244
          293.00    COM Membership Interests.........................................  245
          293.01    COM Membership Rights............................................  246
          293.02    AM and COM Membership Rights.....................................  246
          293.03    AM and COM Membership Rights.....................................  246
          293.04    AM and COM Membership Rights.....................................  246
          293.05    COM Membership Rights............................................  246
          293.06    COM Membership Rights............................................  246
          293.07    AM and COM Membership Rights.....................................  246
          293.08    AM and COM Membership Rights.....................................  246
          293.09    AM and COM Membership Rights.....................................  246
          293.10    COM Membership Rights............................................  247
          293.12    IDEM Membership Rights...........................................  247
          293.14    AM and COM Membership Rights.....................................  247
          293.15    COM Membership Rights............................................  247
          293.16    IDEM Membership Rights...........................................  247
          293.17    COM Membership Rights............................................  247
          294.00    Membership Interest Participations...............................  247
          294.01    Transfer of Membership Interest Participations...................  247
          294.02    Registration of Membership Interests.............................  247
          294.03    Dues and Assessments on Membership Interest Participations.......  248
          294.04    Accumulation of Membership and Membership Interest Participations
                    by the Board.....................................................  248
          294.05    Time Limit for Accumulating AM Participations....................  248
          294.06    Claims Procedures Regarding Membership Interest Fractional
                    Participations...................................................  248
          296.00    Elimination of GIM Membership Interests..........................  248
          296.01    Transfer of Associate Membership Participations..................  249
          296.02    Registration of New Associate Memberships........................  249
          296.03    Additional Associate Membership Participations or GIM Membership
                    Interests........................................................  249
          296.04    Waiver of Transfer and Registration Fees.........................  250
          296.05    Dues and Assessments.............................................  250
          296.06    Claims Procedures Regarding Associate Membership Participations..  250



                                      203


===============================================================================
Chapter 2
Membership
===============================================================================

Ch2 Applicants

200.00    Applicants for Membership - Any individual, other than an employee of
the Association, at least twenty-one years of age, of good character,
reputation, financial responsibility and credit who satisfies the Membership
Committee that such individual is suitable to assume the responsibility and
privileges of membership shall be eligible. 100 (08/01/94)

201.00    Application for Membership - Each application for membership shall be
in writing and filed with the Exchange together with the names of two member
sponsors. All applicants for membership shall be investigated as to the
representations contained in the application. Upon receipt of the application
for membership, the Secretary shall, within fifteen days thereafter, make
available to members of the Association the names of the applicant and of the
sponsors, and shall post the same information on the bulletin board for a period
of at least ten days after such notification to the Membership.

The foregoing provisions do not apply to those applicants seeking to become Full
Members or Full Member Delegates of the Exchange solely for the purpose of
becoming regular members of the Chicago Board Options Exchange ("CBOE") pursuant
to Rule 210.00 and Article FIFTH(b) of the CBOE's Certificate of Incorporation.
Such applicants need only submit an application in writing in the form and
manner prescribed by the Exchange. 101 (05/01/01)

201.00A   Examination Requirement - Individuals applying for membership, who
have not evidenced a broad experience in the commodity industry, will be
required to pass a general futures examination covering the basics of the
commodity industry before their membership application can be approved by the
Membership Committee. The foregoing provision does not apply to those applicants
seeking to become Full Members or Full Member Delegates of the Exchange solely
for the purpose of becoming regular members of the Chicago Board Options
Exchange ("CBOE") pursuant to Rule 210.00 and Article FIFTH(b) of the CBOE's
Certificate of the Incorporation. 47R (11/01/99)

201.01    Responsibilities of Applicant for Membership and His Sponsors - Any
undue delay by an applicant or his sponsors in the submission of documents
required for processing of the membership application or any undue delay by the
applicant or his sponsors in appearing may be deemed as a withdrawal of the
membership application. 1807A (08/01/94)

201.01A   Sponsoring Applicants for Membership - When the Exchange considers the
qualifications of an applicant for membership in the Chicago Board of Trade, it
relies to a large extent upon the statements of members who are sponsoring the
applicant.

Sponsorship, therefore, entails considerable responsibility; and the Exchange
feels that such responsibility is not met when a member recommends for
membership an individual whom the member sponsor does not know to be fully
qualified. Such sponsorship is of no assistance whatever to the Exchange and
only results in the rejection of the sponsorship-often to the embarrassment of
both the applicant and the sponsor.

The Exchange requires that an applicant have two sponsors.

-    For applicants who will not have a primary clearing member ("PCM") firm,
     each of their two member sponsors must be either: (1) a registered member,
     partner or officer of a CBOT(R) member firm; or (2) a member who has been
     acquainted with the applicant for a period of at least ninety days.

-    For applicants who will have a PCM, at least one member sponsor must be a
     registered member, partner or officer of the applicant's PCM. The other
     member sponsor may be a registered member, partner or officer of the
     applicant's PCM firm or a member who has been acquainted with the applicant
     for a period of at least ninety days.

                                      204


                                Ch2 Applicants
                                --------------

In every case it is imperative that a sponsor make a thorough investigation of
the applicant and be fully informed regarding the applicant's character,
integrity, financial standing and business history.

The foregoing provisions do not apply to those applicants seeking to become Full
Members or Full Member Delegates of the Exchange solely for the purpose of
becoming regular members of the Chicago Board Options Exchange ("CBOE") pursuant
to Rule 210.00 and Article FIFTH(b) of the CBOE's Certificate of Incorporation.
21R (11/01/99)

201.02    Maintenance of Membership Qualifications

1.   Each applicant for membership, in accordance with the provisions of
     Regulation 203.01, member and member firm immediately shall notify the
     Association, in writing, upon the occurrence of any of the following
     events:

     -    Such member's suspension or expulsion from any other contract market
          or self-regulatory organization;

     -    Such member's plea of guilty to or conviction of any felony.

     Failure to so notify the Association within ten days shall be an act
     detrimental to the Association. For the purpose of this regulation,
     "felony" shall mean any criminal sanction that is punishable by
     imprisonment of more than a year or a fine in excess of $10,000.

     Upon the Association's receipt of notification, by whatever means, of the
     occurrence of any of the above-referenced events, the matter shall be
     referred to the Membership Committee, which immediately shall review the
     matter to determine if there is sufficient basis to recommend that
     membership status be reconsidered. The Membership Committee shall advise
     the Chairman of the Association of its determinations in this regard.

2.   The Chairman of the Association, upon the advice of the Membership
     Committee, is authorized to take summary action pursuant to this
     regulation, when immediate action is necessary to protect the best
     interests of the marketplace, without affording prior opportunity for
     hearing. The following procedures shall apply to such actions:

     (a)  The respondent shall, whenever practicable, be served with a notice
          before the action is taken. If prior notice is not practicable, the
          respondent shall be served with a notice at the earliest possible
          opportunity. The notice shall:

          (1)  State the action,

          (2)  Briefly state the reasons for the action, and

          (3)  State the effective time and date and the duration of the action;

     (b)  The respondent shall have the right to be represented by legal counsel
          or any other representative of his choosing in all proceedings
          subsequent to any summary action taken;

     (c)  The respondent shall be given an opportunity for a subsequent hearing,
          within five business days, before the Membership Committee. The
          hearing shall be conducted in accordance with the following
          requirements:

          (1)  The hearing shall be promptly held before disinterested members
               of the hearing body after reasonable notice to the respondent. No
               member of the hearing body may serve on that body in a particular
               matter if he or any person or firm with which he is affiliated
               has a financial, personal or other direct interest in the matter
               under consideration.

          (2)  Formal rules of evidence need not apply, but the hearing shall
               not be so informal as to be unfair;

          (3)  The respondent shall have the right to invoke Rule 548.00, if
               applicable;

          (4)  The Member Services Department shall be a party to the hearing
               and shall present its case on those matters which are the subject
               of the hearing;

          (5)  The respondent shall be entitled to appear personally at the
               hearing and to be represented by counsel;

                                      205


                                Ch2 Applicants
                                --------------

          (6)  The respondent shall be entitled to cross-examine any person(s)
               appearing as witness(es);

     (d)  Within five business days following the conclusion of the hearing, the
          Membership Committee shall render a written decision based upon the
          weight of the evidence contained in the record of the proceeding and
          shall provide a copy to the respondent. The decision shall include:

          (1)  A description of the summary action taken;

          (2)  The reasons for the summary action;

          (3)  A brief summary of the evidence produced at the hearing;

          (4)  Findings and conclusions;

          (5)  A determination that the summary action should be affirmed,
               modified, or reversed; and

          (6)  A declaration of any action to be taken pursuant to the
               determination specified in (5) above and the effective date and
               duration of such action.

3.   After the hearing conducted pursuant to Section 2(c) above is held before
     the Membership Committee, the following additional provisions shall apply.

     The Regulatory Compliance Committee, pursuant to the provisions of Rule
     540.00 and Regulation 540.05, shall consider the Membership Committee's
     findings and recommendations, as well as the record developed before the
     Membership Committee, at the next regularly scheduled meeting of the
     Regulatory Compliance Committee or at a meeting specially called by the
     Chairman as the Chairman may direct. The member under review shall have the
     opportunity to appear before and address the Reguatory Compliance Committee
     solely with regard to the record made before the Membership Committee; the
     Regulatory Compliance Committee shall not be required to entertain any new
     evidence absent a showing that such evidence could not reasonably have been
     presented previously to the Membership Committee. Upon full consideration
     of all the evidence before it, the Regulatory Compliance Committee may
     confirm the member's good standing status, restrict the member's membership
     status, deny the member's floor access, issue fines, or recommend to the
     Board of Directors that the member should be expelled or prohibited from
     association with any member or member firm.

4.   The Regulatory Compliance Committee shall vote by secret ballot to take any
     action pursuant to this regulation. If two-thirds of the members present
     and voting cast votes in favor of such action, the action shall be adopted.
     (03/01/01)

202.00    Approval for Membership - If two-thirds of the Membership Committee
present and voting cast affirmative votes, the applicant shall be approved. The
power to deny such applications is expressly reserved to the Regulatory
Compliance Committee. 103 (08/01/94)

202.01    Delegation of Authority to Approve Change in Status Request - The
          Chairman of the Membership Committee or a member of the Membership
          Committee who has been designated by the Membership Committee
          Chairman, or upon delegation by the Chairman, the Member Services and
          Member Firm Staff Service Department, will have the power to approve
          the request of a Full or Associate Member, a Membership Interest
          Holder or a Full Member of the MidAmerica Commodity Exchange to obtain
          additional Full or Associate Memberships, Membership Interests, or to
          change his or her delegate status. The power to deny such a request is
          expressly reserved to the Regulatory Compliance Committee.

For the purpose of this regulation, the Chairman may not delegate approval
authority to the Member Services and Member Firm Staff Services Department when
the following factors are present:

     1.   The applicant has answered affirmatively to any question in the
          "Disciplinary Action" section of the application;

     2.   The applicant has indicated on the application that he or she is
          indebted to any member or

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                                Ch2 Applicants
                                --------------

          member firm;

     3.   The applicant has indicated that he or she has a negative net worth;
          or

     4.   The applicant has trading privileges on the MidAmerica Commodity
           Exchange only.

The foregoing provisions shall not apply to a Full Member or Full Member
Delegate of the Exchange who was initially approved for membership pursuant to
Regulation 202.01A, unless such applicant intends to become a Full Member or
Full Delegate solely for the purpose of becoming a regular member of the Chicago
Board Options Exchange ("CBOE") pursuant to Rule 210.00 and Article FIFTH(b) of
the CBOE's Certificate of Incorporation. (11/01/99)

202.01A   Delegation of Authority to Approve "CBOE Exerciser Only" Applicants -
The Chairman or a Vice Chairman of the Membership Committee, or another member
of the Committee if designated by the Chairman, will have the power to approve
the application of an individual seeking to become a Full Member or Full Member
Delegate of the Exchange solely for the purpose of becoming a regular member of
the Chicago Board Options Exchange ("CBOE") pursuant to Rule 210.00 and Article
FIFTH(b) of the CBOE's Certificate of Incorporation. (11/01/99)

202.02    Procedures for Hearings on Preliminary Denials by the Membership
Committee - In connection with all hearings conducted with respect to
preliminary denials of applications for membership or any other denial by the
Membership Committee, the following procedures shall be followed:

(a)  The respondent shall be entitled in advance of the hearing to examine all
     books, documents, or other tangible evidence in the possession or under the
     control of the Association upon which the Member Services and Member Firm
     Staff Services Department will rely in presenting the issue(s) contained in
     the Preliminary Denial Letter or which are relevant to that (those)
     issue(s). Respondent shall make its request to examine any materials by
     submitting it in writing to the Member Services and Member Firm Staff
     Services Department as soon as practicable. At least ten (10) business days
     in advance of the hearing, the respondent shall submit to the hearing
     officer, with a copy to the Member Services and Member Firm Staff Services
     Department, copies of all documents which the respondent intends to rely
     upon in presenting his or her case, as well as the names of any witnesses
     the respondent intends to call.

(b)  The Member Services and Member Firm Staff Services Department shall be
     entitled in advance of the hearing to examine all books, documents, or
     other tangible evidence in the possession or under the control of the
     respondent which will be relied upon by the respondent in presenting the
     issue(s) contained in the Preliminary Denial Letter or which are relevant
     to those issues. The Member Services and Member Firm Staff Services
     Department shall make its request to examine any materials by submitting it
     in writing to the respondent as soon as practicable. At least ten (10)
     business days in advance of the hearing, the Member Services and Member
     Firm Staff Services Department shall submit to the hearing officer, with a
     copy to respondent, copies of all documents which the Member Services and
     Member Firm Staff Services Department intends to rely upon in presenting
     its case, as well as the names of any witnesses the Department intends to
     call;

(c)  Any dispute over a request to examine any book, document. or other tangible
     evidence in the possession or under the control of either party shall be
     submitted to the Chairman of the Committee for resolution only after the
     parties have made all reasonable attempts to resolve the dispute among
     themselves;

(d)  If objected to or upon its own motion, the hearing panel may refuse to
     consider any book, record, document or other tangible evidence which was
     not made available to the opponent of the evidence or was not disclosed in
     accordance with this paragraph. The panel may also exclude the testimony of
     any witness whose name was not submitted to the opponent of the witness as
     provided above. The hearing panel may consider such evidence or testimony
     upon a clear showing that such evidence was not ascertainable by due
     diligence at least ten (10) business days in advance of the hearing and
     that there was insufficient time prior to the hearing to bring such
     evidence to the attention of the opposing party;

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                                Ch2 Applicants
                                --------------

(e)  The hearing shall be promptly held before disinterested member of the
     Membership Committee or any duly appointed Subcommittee thereof after
     reasonable notice to the parties. No member of the Membership Committee may
     serve on a hearing panel in a particular matter if he or she or any person
     or firm with which he or she is affiliated has financial, personal or other
     direct interest in the matter under consideration. After service of the
     preliminary denial letter, both parties to the hearing are prohibited from
     making any ex parte contacts with any member of the Membership Committee.
     For the purpose of this paragraph, an "ex parte contact" shall mean any
     communication, either written or oral, which relates directly or indirectly
     to the issue to be heard and which is made to a member of the Membership
     Committee who will be a member of the panel which shall decide the issue.

(f)  Formal rules of evidence need not apply, but the hearing shall not be so
     informal as to be unfair;

(g)  The respondent shall have the right to invoke Rule 548.00, if applicable;

(h)  The Member Services and Member Firm Staff Services Department shall be a
     party to the hearing and shall present its case on those issues which are
     the subject of the hearing;

(i)  The respondent shall be entitled to appear personally at the hearing and to
     be represented by counsel;

(j)  The parties shall be entitled to cross-examine any person(s) appearing as
     witness(es);

(k)  The parties shall be entitled to call witnesses and to present such
     evidence as may be relevant to he issue(s) presented;

(l)  Pursuant to Rule 545.00, all persons within the jurisdiction of the
     Association who are called as witnesses shall be obliged to appear at the
     hearing and/or to produce evidence;

(m)  Substantially verbatim record of the hearing, capable of being accurately
     transcribed, shall be made and shall become part of the record of the
     proceeding.  (07/01/97)

202.03    Membership Committee's Preliminary Decisions - All preliminary
decisions rendered by the Membership Committee shall be in writing and be based
upon the weight of the evidence contained in the record of the proceeding. A
copy of the decision shall be provided to the respondent and shall include:

(a)  The issue(s) presented to the Committee;

(b)  The response submitted by the applicant or member, if any, or a summary of
     the answer;

(c)  A brief summary of the evidence produced at the hearing;

(d)  A statement of findings and conclusions with respect to the issue(s)
     presented;

(e)  A declaration containing the Committee's preliminary decision;

(f)  All such decisions shall be rendered within thirty business days after the
     conclusion of the hearing, unless, by virtue of the complexity of the issue
     or other special circumstances, additional time is required;

(g)  The Committee shall give respondent reasonable notice of the date on which
     its recommendation, based on its preliminary decision, will be forwarded to
     the Regulatory Compliance Committee for its consideration. (07/01/97)

203.01    Procuring a Membership or Membership Interest - An individual who
wishes to procure a membership privilege may do so either prior or subsequent to
being approved for a particular membership status. A person who has acquired a
membership privilege prior to being approved for a particular membership status
as provided in Regulation 249.01 shall become a member or membership interest
holder following such approval upon signing the appropriate register of the
Association. A person approved for a particular membership status prior to
acquiring a membership or membership interest shall become a member or
membership interest holder if within six (6) months after he/she has been
notified of such approval, or within such extension of said period as may be
granted by the Exchange, he/she shall procure a membership or membership
interest and sign the appropriate register of the Association; otherwise his/her
approval for a particular membership status

                                      208


                                Ch2 Applicants
                                --------------

shall be deemed vacated. (03/01/01)

204.00    Membership Obtained by Fraud - A membership obtained by fraudulent
representations or concealment shall be disposed of by the Board. 106 (08/01/94)

205.00    Agreement to Observe Rules and Regulations - Applicants for membership
shall be required to sign a written agreement to observe and be bound by the
Charter, Rules, and Regulations of the Association, and all amendments
subsequently made thereto. 107 (08/01/94)

205.01    Acquisition of Class A Units of Ceres Trading Limited Partnership -
Any person or entity who acquires ownership of a membership or a membership
interest after July 17, 1992 shall, simultaneously with the acquisition of
ownership of such membership or membership interest, purchase a Class A unit of
limited partnership interest of Ceres Trading Limited Partnership, a Delaware
limited partnership, of the appropriate sub-class (as set forth in Section 3.8
of the Agreement of Limited Partnership governing Ceres Trading Limited
Partnership) from the person or entity from which he, she or it is acquiring
ownership of the membership or membership interest (the "Transferor"), or if
such Transferor does not own a unit of limited partnership interest of Ceres
Trading Limited Partnership, from the General Partner of Ceres Trading Limited
Partnership. The proceeds payable to a Transferor who does not own a unit of
limited partnership interest of Ceres Trading Limited Partnership shall be equal
to (a) the aggregate proceeds paid by the Purchaser for the membership or
membership interest plus a unit of limited partnership interest reduced by (b)
the amount paid to the General Partner for such unit of limited partnership
interest under Section 10.3(b) of the Agreement of Limited Partnership. The
acquisition of ownership of a membership or membership interest shall constitute
a request of the acquirer that the books and records of Ceres Trading Limited
Partnership reflect the acquirer's admission as a substituted limited partner
thereof, and shall constitute the acquirer's agreement to be bound by the
Agreement of Limited Partnership. (08/01/94)

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

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

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

No member, member firm or employee thereof, shall give or offer to give
gratuities to any other member, member firm or employee thereof in an amount
exceeding that which may be considered reasonable and proper under normal
business practices as determined by the Business Conduct Committee. The giving
or offering to give gratuities to a member, member firm or employee thereof is
not to become a vehicle to obtain Exchange related business in a non-competitive
fashion. Failure to comply with this Regulation may be deemed an act detrimental
to the interest or welfare of the Association. (08/01/94)

207.00    Office Address - Every member shall register with the Secretary an
address and subsequent changes thereof where notices may be served. 128
(08/01/94)

207.01    Primary Clearing Member - Every member shall register the name and
clearing house number of his or her Primary and Secondary Clearing Member with
the Member Services and Member Firm Staff Services Department. If applicable,
the registration shall include the name and clearing house number of any
division of the clearing member firm. In addition, every member shall notify the

                                      209


                                Ch2 Applicants
                                --------------

Member Services and Member Firm Staff Services Department of any changes in his
or her Primary and/or Secondary Clearing Member, including the name and clearing
house number of the division thereof if applicable. (07/01/97)

208.00    Conducting Business Under a Firm Name - An individual may conduct his
business under a firm name provided it is clearly stated on all letterheads,
statements, and other business forms that the individual is the sole owner of
the firm. 132 (08/01/94)

208.01    Conducting Business Under a Firm Name - An individual conducting
business under a firm name as a sole proprietor pursuant to Rule 208.00 shall
submit a statement to the Department of Member Services of this Association
giving the name, address, and nature of the business conducted. The member shall
report immediately any change in the required information. 1803 (08/01/94)

209.00   Indemnification of Association - In any legal proceeding brought
against the Association and alleging its failure to prevent, detect or require
certain conduct of a member or registered eligible business organization, which
conduct or inaction is alleged to be in violation of any law or of the Rules and
Regulations of the Association, such member or registered eligible business
organization shall indemnify and hold the Association harmless for the full
amount of any expense (including attorney's fees), judgment or settlement paid
by it in respect to such proceeding. 134 (04/01/98)

209.01    Floor Trading Permits - The Board of Directors may at any time in its
discretion establish a limited number of floor trading permits as needed to
promote orderly and liquid markets in new and existing contracts. Such permits
shall convey to qualified individuals a temporary right to trade as principal
and/or broker for others in designated contracts on the floor of the Exchange.
Such permits shall not be convertible into memberships or membership interests
or carry any other rights or incidents not expressly specified in creating such
permits. (08/01/94)

209.02    MidAmerica Floor Access Members' Trading Privileges - Floor Access
Members of the MidAmerica Commodity Exchange shall be eligible to trade as
principal and as broker for others in Institutional Index futures contracts on
the Exchange Floor. Such persons may communicate from the Exchange Floor with
non-member customers in the same manner as members may do so, but only with
respect to Institutional Index futures contracts.

In the exercise of these privileges, such persons shall be subject to the
jurisdiction of the Association and to all duties and obligations imposed upon
members, registered firms or other approved persons under the Rules and
Regulations; provided, however, that the Board may exempt such persons from any
such duty or obligation which, in its sole judgement, is incompatible or in
conflict with, or is unrelated to, the activities performed by them. (08/01/94)

209.03    Product Sponsor Programs - The Board of Directors may at any time in
its discretion establish product sponsor programs as needed to promote orderly
and liquid markets in new contracts. A product sponsor program shall convey to
qualified members and member firms such inducements as the Board may grant in
return for a product sponsor's participation in a particular contract market. A
product sponsor program shall not create any interests or carry any other rights
or incidents thereto which are not expressly specified in creating the program.
(08/01/94)

209.04    MidAmerica Members' and Permit Holders' Trading Privileges - Floor
Access Members and Rough Rice Permit holders of the MidAmerica Commodity
Exchange shall be eligible to trade as principal and as broker for others in
Rough Rice futures and futures options contracts on the Exchange Floor. Such
persons may communicate from the Exchange Floor with non-member customers in the
same manner as members may do so, but only with respect to Rough Rice contracts.

In the exercise of these privileges, such persons shall be subject to the
jurisdiction of the Association and to all duties and obligations imposed upon
members, registered firms or other approved persons under the Rules and
Regulations; provided, however, that the Association may exempt such persons
from any such duty or obligation which, in its sole judgement, is incompatible
or in conflict with, or is unrelated to, the activities performed by them.
(11/01/94)

210.00    Full Member CBOE "Exercise" Privilege - In accordance with the
Agreement entered into on September 1, 1992 (the "Agreement") between the
Exchange and the Chicago Board Options Exchange ("CBOE"), Eligible CBOT Full
Members who maintain all appurtenant trading rights and

                                      210


                                Ch2 Applicants
                                --------------

privileges of a full membership, including any new trading rights or privileges
granted, assigned or issued to a CBOT full membership to the extent such right
or privilege is deemed under the provisions of such Agreement to be appurtenant
to a CBOT Full Membership, are eligible to become regular members of the CBOE
pursuant to Article Fifth(b) of CBOE's Certificate of Incorporation. A CBOT Full
Member may delegate all of his trading rights and privileges of full membership
to an individual who will then be eligible to become a regular CBOE member
pursuant to Article Fifth(b) of CBOE's Certificate of Incorporation; provided,
however, if a CBOT Full Member delegates some, but not all, of the appurtenant
trading rights and privileges of full membership, then neither the member nor
the delegate will be eligible to be a CBOE regular member pursuant to Article
Fifth(b). No person who is not either an Eligible CBOT Full Member or an
Eligible CBOT Full Member Delegate (See Rule 221.00(g)(ii)) shall knowingly
apply to become, or knowingly remain, a regular member of CBOE pursuant to
Article Fifth(b) of CBOE's Certificate of Incorporation.

For purposes of the Agreement entered into on September 1, 1992 between the
Exchange and the CBOE, an Eligible CBOT Full Member means an individual who at
the time is the holder of one of the One Thousand Four Hundred Two (1,402) CBOT
full memberships ("CBOT Full Memberships") existing on the date of the Agreement
and who is in possession of all trading rights and privileges appurtenant to
such CBOT Full Membership. In the event a CBOT Full Membership is registered for
a partnership, corporation or other entity, only the individual who is the
holder of such CBOT Full Membership and who is in possession of all trading
rights and privileges appurtenant to such CBOT Full Membership shall be deemed
to be an "Eligible CBOT Full Member." "Trading rights and privileges appurtenant
to such CBOT Full Membership" means (1) the rights and privileges of a CBOT Full
Membership which entitle a holder or delegate to trade as principal and broker
for others in all contracts traded on the CBOT, whether by open outcry, by
electronic means, or otherwise during any segment of a trading day when trading
is authorized; and (2) every trading right or privilege granted, assigned or
issued by CBOT after the effective date of this Agreement to holders of CBOT
Full Membership, as a class, but excluding any right or privilege which is the
subject of an option granted, assigned or issued by CBOT to a CBOT Full Member
and which is not exercised by such CBOT Full Member. (08/01/94)

211.00    Associate Memberships - A personal privilege designated as an
Associate Membership is hereby created to promote orderly and liquid markets and
to provide for the future growth of the Association through increased liquidity
and participation in the trading on the Floor of the Exchange. Associate Members
shall be allowed to trade, as hereinafter provided, all existing and prospective
future contracts and options contracts which shall be listed from time to time
in the Government Instruments Market; Index, Debt and Energy Market; and
Commodity Options Market categories pursuant to Rule 290.00. An Associate Member
shall have the right, subject to the Rules and Regulations of the Association,
to trade as principal and as broker for others and to solicit orders from others
on the Floor of the Exchange, in all eligible contracts and options as
designated above. Associate Memberships shall not carry with them the attributes
of full memberships of the Association under the Fifth Article of the
Certificate of Incorporation of the Chicago Board Options Exchange. In the event
of liquidation of the Association, the Associate Member's share of the proceeds
from dissolution shall be 1/6th of a full member's share. (08/01/94)

212.00    Reciprocal Trading Privileges with LIFFE -

(a)  (1) Subject to the provisions of the Link Agreement with LIFFE and the
LIFFE rules, one who owns or is registered for an undelegated Full or Associate
Membership and is authorized by the Association for these purposes may (A) enter
the trading floor of the LIFFE market, (B) trade contracts in the terms of
Designated CBOT Contracts on the trading floor of the LIFFE market and (C)
communicate from the trading floor of the LIFFE market to persons not on that
floor, with respect to Designated CBOT Contracts.

     (2) A member who trades contracts in the terms of Designated CBOT Contracts
on the trading floor of the LIFFE market shall be eligible for member
transaction fees assessed by the Exchange on positions transferred to the
Clearing House.

     (3) During any period when the rights granted by this Rule are being
exercised at LIFFE, the membership may not be used by anyone to trade on the
floor of the Exchange.

                                      211



                                Ch2 Applicants
                                --------------

(b)  (1) Subject to the provisions of the Link Agreement with LIFFE and the
     rules and regulations of the Association, a member of LIFFE or a trader
     registered with a member of LIFFE (but not a leaseholder) who is authorized
     by LIFFE for these purposes, may (A) enter the floor of the Exchange, (B)
     trade contracts in the terms of Designated LIFFE Contracts on the floor of
     the Exchange and (C) communicate from the Floor of the Exchange with
     persons not on the Floor of the Exchange, with respect to Designated LIFFE
     Contracts.

     (2) The primary clearing member of such a person, referred to in (b)(1)
above, shall guarantee his obligations under Rules 252.00 and 253.00.

     (3) Upon revocation of such a person's primary clearing authorization, the
Secretary shall give written notice thereof to all members and delegates.
Thereafter, all members and delegates who may have claims against him may file
claims in the same manner as provided in Rules 252.00 and 253.00 of the
Association. The primary clearing member shall be responsible for the payment of
those claims allowed by the Board and not satisfied promptly by such a person
whose primary clearing authorization has been revoked. (06/01/97)

213.00    Assessments and Fees - Associate Members shall be responsible for all
operating assessments and exchange service fees as if a full member of the
Association. 863 (08/01/94)

214.00    Obligations and Duties - Associate Members shall be subject to all
Rules and Regulations of the Association including all specific duties and
obligations imposed on them by the Rules and Regulations, as well as those
duties and obligations imposed upon members, registered firms or other approved
persons under the Rules and Regulations; provided, however, the Board may exempt
Associate Members from any such duty or obligation which is incompatible with or
in conflict with or unrelated to, the activities performed by them. 864
(08/01/94)

215.00    Associate Members Committee - There will be an elected Committee of
Associate Members whose purpose will be to represent the rights and privileges
of the Associate Membership and to promote those rights and privileges to the
mutual benefit of the general membership.

The Committee shall consist of fifteen (15) Associate Members elected on the
Annual Election date by the Associate Membership. At the first election
following the adoption of this Rule, eight members will be elected for a two-
year term and seven members will be elected for a one-year term. Thereafter,
seven members will begin a new two-year term each even-numbered year and eight
members will begin a new two-year term each odd-numbered year. The Committee
will select its Chairman and Vice Chairman. The Chairman of this Committee will
be the liaison to the Chairman of the Board of Directors. 865 (08/01/94)

217.00    Applicants - Applicants for Associate Memberships shall be approved in
the same manner and under the same conditions and procedures as are applicants
for full membership. 867 (08/01/94)

219.00    Communications From Floor - Associate Members may communicate from the
Floor of the Exchange during business hours with non-member customers in the
same manner as members, but only with respect to eligible futures contracts or
options as defined in Rule 211.00. 869 (08/01/94)

220.00    Violations - In addition to being bound to comply with the Rules and
Regulations of the Association to which all members are bound, unless exempted
by the Board under Rule 214.00, it shall be an offense against the Association
for an Associate Member to:

(1)  Execute a trade in any futures contracts or options that are not eligible
     as defined in Rule 211.00;

(2)  Place an order on the Floor of the Exchange for the execution of any
     futures contracts or options that are not eligible as defined in Rule
     211.00; or

(3)  Engage in words or deeds which represent, or are reasonably calculated to
     represent, that he is a holder of a full membership. 870 (08/01/94)

221.00    Delegation - An individual member may delegate the rights and
privileges of Full and/or Associate Memberships to an individual (a "delegate")
upon the following terms and conditions:

(a)  The delegate shall first be approved by the Exchange under the standards of
     Rule 200.00 and shall sign a written agreement to observe and be bound by
     the Charter, Rules, and Regulations of the

                                      212


                                Ch2 Applicants
                                --------------

     Association, and all amendments subsequently made thereto: Provided,
     however, an approved delegate having no outstanding disciplinary penalties
     and no restrictions pursuant to Rule 511.00 or 512.00 shall remain approved
     to enter a new delegation agreement within six (6) months following the
     termination of the previous delegation agreement. The Exchange may, in its
     discretion, grant extensions of this six (6) month approval period.

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

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

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

(c)  (1) The member shall remain liable (for an amount up to, but not in excess
     of, the value of the seat the member has leased) for the debts, acts and
     delinquencies of the delegate arising from the delegate's exercise of
     rights and privileges of membership. The membership so delegated may be
     sold to satisfy any such liability in accordance with the Rules and
     Regulations of the Association. Delegation shall not relieve the member of
     any of his obligations or liabilities which he might otherwise have by the
     virtue of being a member of the Association to other members of the
     Association;

     (2) Upon the termination or expiration of the delegation agreement, the
     Secretary shall make notice thereof available to the membership.
     Thereafter, all members and delegates who may have claims against the
     delegate may file claims in the same manner as provided in Rule 252.00 of
     the Association. The member entering into a delegation agreement shall be
     responsible for the payment of those claims allowed by the Board and not
     satisfied promptly by the delegate, but only to the extent of the value of
     the membership so delegated;

(d)  A delegate shall not be entitled to register under Rule 230.00 for an
     eligible business organization;

(e)  The Finance Committee, in its discretion, may impose fees, charges and
     assessments upon members and delegates under this Rule; and

(f)  Upon the filing of a delegation agreement or renewal notice with the
     Exchange, notice thereof shall be posted promptly on the bulletin board,
     and shall be made available upon request to the Membership and to the
     primary clearing member for the member party to the delegation agreement.

(g)(i) In accordance with the Agreement entered into on September 1, 1992 ("the
     Agreement") between the Exchange and the Chicago Board Options Exchange
     ("CBOE"), only an individual who is an "Eligible CBOT Full Member" or an
     "Eligible CBOT Full Member Delegate", as those terms are defined in the
     Agreement, is a "member" of the Exchange within the meaning of paragraph
     (b) of Article Fifth of CBOE's Certificate of Incorporation ("Article
     Fifth(b)") and only such individuals are eligible to become and to remain
     regular members of the CBOE pursuant to Article Fifth(b).  No person who is
     not either an Eligible CBOT Full Member or an Eligible CBOT Full Member
     Delegate shall knowingly apply to become, or knowingly remain, a regular
     member of CBOE pursuant to Article Fifth(b) of CBOE's Certificate of
     Incorporation.

(g)(ii) For purposes of the "Agreement" referenced in Rule 221.00(g)(i), an
     "Eligible CBOT Full Member Delegate" means the individual to whom a CBOT
     Full Membership is delegated (leased) and who is in possession of all
     trading rights and privileges appurtenant to such CBOT Full Membership.
     "Trading rights and privileges appurtenant to such CBOT Full Membership"
     means (1) the rights and privileges of a CBOT Full Membership which entitle
     a holder or delegate to trade as principal and broker for others in all
     contracts traded on the CBOT, whether by open outcry, by electronic means,
     or otherwise, during any segment of a trading day when trading is
     authorized; and (2) every trading right or privilege granted, assigned or
     issued by CBOT after the effective date of this Agreement to holders of
     CBOT Full Memberships, as a class, but excluding any right or privilege
     which is the subject of an option granted, assigned or issued by CBOT to a
     CBOT Full Member

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     and which is not exercised by such CBOT Full Member.  (05/01/01)

221.01    Delegation by Deceased Member's Estate - The legal representative of
a deceased member's estate, during the pendency of probation of the deceased
member's estate, may delegate such deceased member's trading privileges in
accordance with Rule 221.00. Upon transfer of the estate assets to the deceased
member's heirs, the provisions of Regulation 249.01 shall apply. (08/01/94)

221.02    Floor Access of Delegating Members and Delegates

(a)  A full or associate member who has delegated the rights and privileges of
     his only membership, or of all his memberships, for any of the three
     trading segments, pursuant to Rule 221.00, and who does not hold a Floor
     Clerk or Broker Assistant badge, shall not have physical access to the
     Floor of the Exchange for such trading segment(s) during the effective
     period of such delegations; provided that this Regulation shall not apply
     to "Twenty-Five Year Members" as described in Regulation 301.10.

     Provided further, that members of the Board of Directors who have delegated
     the rights and privileges of their only membership, or of all of their
     memberships, may have physical access to the Floor of the Exchange to the
     same extent as do "Twenty-Five Year Members" as described in Regulation
     301.10.

(b)  A delegate who does not hold a Floor Clerk or Broker Assistant badge shall
     not have physical access to the Floor of the Exchange during the trading
     segment(s) in which he is not entitled to the rights and privileges of
     membership. (07/01/99)

221.03    Minimum Delegation Term - No delegation agreement shall have a term of
less than thirty (30) days. The foregoing limitation shall not apply to
delegation agreements for Full Member Delegates who will utilize their
memberships solely for the purpose of becoming a regular member of the Chicago
Board Options Exchange ("CBOE") pursuant to Rule 210.00 and Article FIFTH(b) of
the CBOE's Certificate of Incorporation. (11/01/99)

221.05    Delegates' Clearing Members -

(1)  Except as provided in paragraph (2) below, no delegate may receive clearing
     authorization from any Primary Clearing Member, or from any other Clearing
     Member, pursuant to Rule 333.00 without first having:

     (a)  obtained written permission from his/her member-delegator; and

     (b)  filed such written permission with the Department of Member Services.

(2)  In the event that a delegate cannot obtain written permission from his/her
     member-delegator before he or she receives clearing authorization from a
     new Primary Clearing Member, such delegate may nevertheless obtain such
     clearing authorization if the new Primary Clearing Firm executes and
     submits to the Department of Member Services a suretyship agreement inuring
     to the benefit of the member-delegator and in a form approved by the
     Exchange. However, the delegate must obtain his/her member-delegator's
     permission within 30 days of changing Primary Clearing Members. If the
     delegate does not obtain the permission within that period, he or she will
     be denied access to the floor. The delegate will not be able to regain
     access to the floor until such permission is submitted to the Department of
     Member Services. (04/01/99)

221.07    Voting Rights - On and after June 21, 1982, no full or associate
member may delegate to any other person the right to vote on any matter subject
to a ballot vote among the general membership. (08/01/94)

221.08    Requirements for Delegates of Membership Interests* - The Board, in
its discretion, may require that each person who is granted status as a delegate
of a COM, GIM or IDEM Membership Interest pursuant to a delegation agreement
entered into on or after (effective date to be determined), execute up to a
specified percentage, not to exceed 20%, or a specified number not to exceed 200
of such person's round turn principal transactions per month in one or more
contracts designated by the Board.

The Board may establish different proportions or levels applicable to each
membership interest

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category, and any such proportion or level shall be applied in uniform fashion
to every delegate in each respective membership interest category. Consistent
with these standards, the Board may alter such proportion or level at any time.

Failure to comply with the provisions of this regulation or the directives of
the Board adopted pursuant to this regulation may be considered an act
detrimental to the welfare of the Association. Effective June 1, 1984.
(08/01/94)

221.09    Delegation of Firm-Owned Memberships and Membership Interests - An
eligible business organization registered as a member firm under Rule 230.00 may
delegate the rights and privileges of a firm-owned membership or membership
interest to an individual ("delegate") upon the terms and conditions set forth
in Rule 221.00, but only if the membership being leased is not necessary to
satisfy the requirements for registration as a member firm or, if applicable, as
a clearing member firm. (04/01/98)

221.10    Indemnification of Delegators - To the extent consistent with the
Association's claims Rules and Regulations, the Board of Directors shall honor
and enforce valid indemnifications given by a clearing member to a member or
membership interest holder who delegates the rights and privileges of his
membership or membership interest (the "delegator") in connection with the
delegator's potential liability under Rule 221.00 (c). The indemnification shall
be in writing in such form as the Exchange may prescribe. (08/01/94)

221.11    Delegation by Trust - A trust may delegate the rights and privileges
of any membership(s) or membership interest(s) held by the trust upon the terms
and conditions set forth in Rule 221.00. (07/01/95)

222.00    Multiple Membership - A member may own more than one membership in his
name, and a member firm may own the title and value of more than one membership
pursuant to Regulation 249.01(b). 872 (08/01/94)

224.00    Trades of Non-Clearing Permit Holders - Each permit holder's Primary
Clearing Member is responsible for the payment of the permit holder's dues, fees
and assessments. (08/01/94)

225.00    General Enabling Rule for Market Maker Programs - The Chief Executive
Officer of the Exchange shall have the authority to approve the implementation
of Market Maker programs, pursuant to which Market Makers would be authorized to
maintain two-sided markets, for products in the municipal bond complex, the
equity index complex, and all products launched after December 31, 1999. To the
extent that the terms of any such Market Maker program may be in conflict with
any Rules or Regulations of the Exchange, such terms shall supersede such Rules
or Regulations. However, nothing in this Rule shall alter or waive a member's
responsibility to comply with provisions of the Commodity Exchange Act or Rules
or Regulations of the Commodity Futures Trading Commission unless exempted by
the Commission. (04/01/01)

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Ch2 Registration

230.00    Registration - An eligible business organization as determined by the
Membership and Financial Compliance Committees may be a member firm of this
Association with respect to all contracts by virtue of a Full membership held in
the name of one of its managerial employees. A managerial employee who desires
to designate an eligible business organization for the above purpose shall make
application to the Membership Committee, giving therein such information as may
be requested. If the application is granted, the membership shall be registered
for the benefit of the eligible business organization, and such eligible
business organization shall be entitled to member firm privileges with respect
to all contracts. For purposes of this Rule and the regulations hereunder, the
term "managerial employee" shall mean any senior employee of the eligible
business organization who is in a managerial position and who is in a position
to influence the firm's operations with respect to commodity futures and options
business on this Exchange. Whether or not a particular employee qualifies as
"managerial employee" shall be in the sole discretion of the Membership
Committee and shall be based on the circumstances and qualifications of the
individual applicant.

A member firm may be a member of the Clearing House and entitled to privileges
therein with respect to all contracts, pursuant to the membership registration
requirements of Rule 703.00. All such memberships shall be registered hereunder
in the manner described above, and under the criteria prescribed in Rule 703.00.
Member firms shall be subject to all requirements and prohibitions contained in
the Rules and Regulations applicable to members, and in such cases, all
registered members shall be subject to discipline and their memberships subject
to sale by the Board for the acts or delinquencies of the firm for which they
are registered. All such designations may be terminated at any time by the
Board, or by the registered member with the written approval of the Exchange.

A member who is a partner of a partnership, an officer, director or substantial
stockholder of a corporation, or a member or manager of a limited liability
company which is engaged in the securities, commodities, or grain business on a
broker or dealer basis or in the processing or storing of commodities shall
register his or her membership for the benefit of such partnership, corporation,
or limited liability company pursuant to the provisions of this Rule, unless
another membership is already registered for such partnership corporation, or
limited liability company; or unless such partnership, corporation, or limited
liability company has filed with the Exchange a duly authorized undertaking that
it will, when required by the Exchange, submit its books and papers or any
portion thereof to the Exchange and furnish any information to or cause any of
its officer, directors, partners, managers, members, and/or employees to appear
and testify before the Exchange. 226 (04/01/98)

230.01    Eligible Business Organizations - Trading Authority - Each member of
the Association whose membership privilege is registered for the use of an
eligible business organization must have the authority to enter into Exchange
and Members' contracts for or on behalf of his or her eligible business
organzation. Each registered partnership must keep on file with the Exchange a
copy of its Partnership Agreement and amendments thereto showing the authority
of its designated managerial employees to transact business on the Exchange for
or on behalf of the partnership. Each registered corporation must keep on file
with the Exchange copies of resolutions of its directors, attested to by the
secretary of the corporation, showing the authority of its designated managerial
employees to transact business on the Exchange for or on behalf of the
corporation. Each registered limited liability company must keep on file with
the Exchange copies of the Unanimous Consent of the Members showing the
authority of its designated managerial employees to transact business on the
Exchange for or on behalf of the limited liability company. 1783

Notwithstanding any other Regulation, any member or membership interest holder
who is associated as a partner, shareholder, member, officer, manager, employee,
or consultant with any entity or natural person that is or should be registered
as an Introducing Broker, a Futures Commission Merchant, or a Commodity Trading
Advisor as those terms are defined in Section 1a of the Commodity Exchange Act
and/or 17 C.F.R. 1.3 may not solicit orders of others from the Floor of the
Exchange unless the entity or natural person for which or for whom the member is
soliciting orders is also a member firm or a member of the Exchange. (04/01/98)

230.02    Registration of Membership for Eligible Business Organizations - A
member desiring to register his or her membership for an eligible business
organization under Rule 230.00 shall submit

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a statement giving the name of the eligible business organization and the
business in which it is engaged. If the eligible business organization is
organized as a corporation, the statement must also include the corporation's
authorized and outstanding capital stock. The statement must also show that the
member is a managerial employee of the eligible business organization and is
duly empowered by the eligible business organization to enter into contracts for
and on behalf of the eligible business organization. In addition, the statement
must designate the type(s) of business activity, as measured by the following
list, for which registration is requested:

(1)   Clear customer business.

(2)   Non-clearing firm handling customers' business.

(3)   Non-clearing firm handling customers' business on a disclosed (agent)/
      Introducing Broker basis.

(4)   Clear house trades.

(5)   Professional Trading firms.

(6)   Member access privilege for trading advisors.

(7)   Any other form of business acceptable to the Membership Committee.

If activity levels (1) or (2) have been designated and the eligible business
organization intends to engage in the commodities or grain business on a broker
or dealer basis, including solicitation or acceptance of orders for the purchase
or sale of commodities futures contracts, the member shall submit a certified
financial report of the eligible business organization, prepared by an
independent Certified Public Accountant as of a date which is no more than 90
days prior to the date of submission. If any other activity level is designated,
the member shall submit a current balance sheet disclosing the eligible business
organization's assets and liabilities. The certified financial report or
complete balance sheet is required only when the member is registering for an
eligible business organization not currently registered with the Exchange.

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

Approval is required for a registered eligible business organization changing or
expanding its type of business to a higher level of business activity as set
forth above. An eligible business organization requesting approval to operate as
a type (1) or (2) firm which was previously registered as a type (3), (4), (5),
(6) or (7) firm must submit a certified financial statement prior to approval.
This certified financial statement must be prepared by an independent Certified
Public Accountant as of a date which is not more than 90 days prior to the date
of submission.

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

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

An eligible business organization that represents to the Membership Committee
that it will conduct business on the Exchange as a category (5) Professional
Trading Firm must employ at least one active trader who personally executes a
significant portion of his or her orders on the trading floor and/or the e-cbut
electronic trading system and for the eligible business organization's
proprietary account. The failure to maintain at least one active trader on the
floor could be deemed a violation of Rule 204.00 and/or Rule 503.00 and may
result in sanctions as provided by those rules.

No member may register his or her membership for more than one eligible business
organization.

No member may register his or her membership for any eligible business
organization under the Rules

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                               Ch2 Registration
                               ----------------

of this Exchange, where such membership is or becomes delegated under the
provisions of Rule 221.00.

An eligible business organization which has been conditionally approved for
member firm status shall have six (6) months after the date that it was notified
of such approval, or within such extension of said period as may be granted by
the Exchange, to satisfy any conditions or contingencies imposed on such
approval. If the conditions or contingencies are not satisfied by the applicable
deadline, the Committee's approval of the eligible business organization for
member firms status shall be deemed void. 1060 (05/01/01)

230.03    Designated Persons -

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

     (b)  Any individual not a registered member or Designated Person or
     nonmember eligible business organization which holds more than a 25%
     financial interest in a member eligible business organization ("member") or
     who exercises actual control over the management of the member may, at the
     Association's sole discretion, be required to execute a Consent to
     Jurisdiction in such form as may be prescribed by the Association. Upon the
     member's request, the Membership and Financial Compliance Committees may
     exempt individuals and/or eligible business organizations from this
     requirement for good cause shown. (04/01/98)

230.04    Cooperative Association of Producers - A lawfully formed and conducted
cooperative association of producers having adequate financial responsibility,
engaged in any cash commodity business, conforming to the following
requirements:

     FIRST: The Cooperative Association must have not less than 75 per centum of
     the voting capital stock or membership capital, in good faith owned and
     controlled, directly or indirectly by producers of agricultural products;

     SECOND: The Cooperative Association, if organized without capital stock,
     shall not allow a member of the Cooperative Association more than one vote,
     or if organized with capital stock, the Cooperative Association shall not
     pay dividends on any class of capital stock in excess of 8 per cent per
     annum cumulative;

     THIRD: The Cooperative Association shall not, during any fiscal year, deal
     in the products of non- members of the Cooperative Association to an amount
     greater in value than such as is handled by it for members of the
     Cooperative Association;

     FOURTH: The Cooperative Association, not more frequently than semi-
     annually, may pay out of its accumulated or current earnings and savings,
     patronage dividends to members of the Cooperative Association only and upon
     the basis of business transacted with such members for the period covered
     by transactions in which such earnings and savings have accrued; and

     FIFTH: The Cooperative Association, if organized under the Cooperative Laws
     of any state, or recognized as a cooperative association of producers by
     the United States Government, or any agency thereof;

may be a member firm of the Association with respect to all contracts and may be
entitled to do business in cash grain on the Floor, by virtue of a membership
held in the name of one of its duly authorized representatives and registered
under Rule 230.00 on behalf of the cooperative association. A member who desires
to designate such a cooperative association of producers for that purpose shall
make application to the Membership Committee, giving therein such information as
may be requested

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                               Ch2 Registration
                               ----------------

(Rule 230.00). Such designation may be terminated at any time by the Board, or
by such member with the written approval of the Exchange. A cooperative
association of producers shall be subject to all requirements and prohibitions
contained in the Rules and Regulations applicable to members (except as may be
exempted by the Commodity Exchange Act and the regulations of the Commodity
Futures Trading Commission issued thereunder) and in such cases the member shall
be subject to discipline and the membership subject to sale by the Board for the
acts or delinquencies of the cooperative association. 1062 (04/01/98)

230.05    Registration for Trading on the Floor in Cash Grain - An eligible
business organization may be entitled to trade in cash grain in its own name if
one of its managerial employees, a member of the Association, has registered his
or her membership for the eligible business organization in accordance with Rule
230.00 and Regulation 230.02. 1061 (04/01/98)

230.06    Eligible Business Organization Status Upon Death or Withdrawal of
Registered Member - Upon the death or withdrawal of a member whose membership is
registered on behalf of an eligible business organization, where such death or
withdrawal would result in failure of the eligible business organization to meet
the requirements of Rule 230.00, Rule 703.00, Regulation 230.02 or Regulation
230.05, the Exchange may, upon application of the registered eligible business
organization, grant the eligible business organization an extension of
privileges under the applicable Rules and Regulations for such period and under
such conditions as the Exchange may fix. Upon the death or withdrawal of a
member whose membership is registered on behalf of an eligible business
organization, the eligible business organization shall, within five business
days of such death or withdrawal, notify the Exchange of the departure of its
registered member. Failure to comply with the provisions of this Regulation
shall be referred to the Business Conduct Committee, for possible disciplinary
action pursuant to Rule 540.00. 1063 (04/01/98)

230.07    Primary Clearing Member Permission for Member Registration - A member
may register his or her membership for an eligible business organization under
Rule 230.00, if that eligible business organization is not his or her Primary
Clearing Member, only if he or she has written permission to do so from his or
her Primary Clearing Member. Such written permission of the Primary Clearing
Member must be filed with the Member Services Department. (04/01/98)

230.08    Doing Business in Firm (or Trade) Name - No member may conduct
business with the public as a partnership under a firm name unless the
partnership has at least one general partner other than such member; provided,
however, that if by death or otherwise, the member becomes the sole general
partner of the firm, he or she may continue business in the firm name for such
period as may be allowed by the Exchange. 1070 (04/01/98)

230.09    Formation of Partnerships or Limited Liability Companies - When a
member intends to form a partnership or admit other individuals to an existing
partnership, he or she shall notify the Secretary in writing to that effect. On
receipt of such notice from a member, the Secretary shall cause the same to be
posted upon the bulletin board of the Association. A member shall promptly
notify the Secretary of the retirement of any partner from the member firm
partnership or of the dissolution of such partnership.

When a member intends to form a limited liability company or admit other
individuals to an existing limited liability company, he or she shall notify the
Secretary in writing to that effect. On receipt of such notice from a member,
the Secretary shall cause the same to be posted upon the bulletin board of the
Association. A member shall promptly notify the Secretary of the retirement of
any other member from the member firm limited liability company or of the
dissolution of such limited liability company. (04/01/98)

230.10    Suspended or Insolvent Members - A member shall not form a partnership
or limited liability company nor, unless permitted by the Regulatory Compliance
Committee, continue in a partnership or limited liability company with any of
the following:

     (a)  A member whose membership privileges have been suspended by the
          Association;

     (b)  Any person who has been expelled from the Association as permitted by
          Rule 560.00;

     (c)  An insolvent person; or

     (d)  Any previous member of the Association against whom any member holds a
          claim which

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

          arises out of transactions made during the time of such membership and
          which have not been released or settled. (04/01/98)

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

A member of the Association who is also a member of a limited liability company
which is a member firm of the Association is liable to the same discipline and
penalties for any act or omission of said firm as for his or her own personal
act or omission, but the Regulatory Compliance Committee may, in its discretion,
by a vote of not less than two-thirds of its members present, relieve him or her
from the penalty therefor. 1076 (04/01/98)

230.12    Dissolution of Partnership or Limited Liability Company - Whenever it
shall appear to the Regulatory Compliance Committee that a member has formed a
partnership or limited liability company or has become an officer, employee, or
stockholder of a corporation or established an office or headquarters or is
individually, or through any member of his or her firm, interested in a
partnership or other business organization, or has formed any business
connection whatever whereby the interest or good repute of the Association may
suffer, the Regulatory Compliance Committee may require the dissolution of any
such partnership or limited liability company or discontinuance of such business
office, or headquarters, or business connection as the case may be. (04/01/98)

230.13    Relations Controlling Policy - Whenever it shall appear to the
Regulatory Compliance Committee that a member individually or through his or her
firm or a partner or partners therein, has such a business connection with a
corporation or other business organization that the corporation or other
business organization dominates the business of the member or firm or controls
the policy of such business, the Regulatory Compliance Committee may require the
discontinuance of such business connection. (04/01/98)

230.14    Delegation of Approval Authority - The Chairman of the Membership
Committee, or a member of the Membership Committee who has been designated by
the Membership Committee Chairman or the Member Services and Member Firm Staff
Services Department upon delegation by the Chairman, will have the authority to
approve the application of a Full or Associate Member to register his or her
membership for an eligible business organization under Rule 230.00 and the
regulations thereunder; provided that the eligible business organization is
currently registered in accordance with Rule 230.00. The power to deny such
applications is expressly reserved to the Regulatory Compliance Committee. With
respect to firm-owned Full and Associate Memberships under Regulation 249.01(b),
the Chairman of the Membership Committee or a member of the Membership Committee
who has been designated by the Membership Committee Chairman may determine that
such memberships are needed by the registered eligible business organization to
carry out its business at the Association.

For the purpose of this regulation, the Chairman may not delegate approval
authority to the Member Services and Member Firm Staff Services Department when
the applicant has answered affirmatively to any question in the "Disciplinary
Action" section of the Member Firm Registration application. (12/01/98)

230.15    Financial Requirements - (See Reg. 285.05) (04/01/97)

230.16    Designated Liaison - An eligible business organization registered as a
member firm of this Association under Rule 230.00 and Regulation 230.02 is
required to designate a specific managerial employee as liaison to the Exchange.
This designated liaison will be responsible for ensuring the firm's compliance
with and understanding of the Exchange's Rules and Regulations, and must have a
command of the English language. This designated liaison must have a membership
registered for the eligible business organization. (04/01/98)

230.17    Changes in Organization - Any change in the organizational structure
of a member firm requires the Exchange's prior approval. Organizational changes
shall include, but not be limited to: i) a corporation, limited liability
company, general partnership, limited partnership or sole proprietorship

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                               Ch2 Registration
                               ----------------

which changes to another form; or ii) replacement of any general partner or
member of any limited liability company. Any failure to comply with this
Regulation and any such change in organizational structure that does not comply
with the requirements to be a member firm shall be referred to the Business
Conduct Committee for possible disciplinary action pursuant to Rule 540.00. The
Exchange may grant the member firm a period of time in which to come into
compliance with the requirements for member firm status. The Business Conduct
Committee may also determine whether such a member firm is entitled to member
transaction fees for any time period in which the firm fails to comply with
requirements. (04/01/98)

231.00    Ownership and Registration of Associate Memberships - With the
approval of the Membership Committee ownership of title and value of an
Associate membership of an individual, approved under Rules 200.00, 201.00,
159.00, and 202.00, may be vested in an eligible business organization
registered in accordance with Rule 230.00 provided that all of the provisions of
Regulation 249.01 - Transfer of Membership - are complied with, where
applicable.

Associate memberships may be registered on behalf of an eligible business
organization pursuant to Rule 230.00. 875 (04/01/98)

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Ch2 Assessments and Fees

240.00  Assessments - The Board, prior to the Annual Meeting and quarterly
thereafter during each year, shall levy upon the membership such assessments as
it may deem necessary or advisable to meet any anticipated operating deficit of
the ensuing quarter and any actual deficit of the preceding quarter and such
assessment as the Board may deem necessary or advisable to meet any capital
expenditures of the ensuing quarter, including the retirement of mortgage
indebtedness encumbering the Board of Trade Building. It shall be the duty of
the President to prepare and submit to the Board, in advance of the meeting at
which any such assessment is levied, a detailed budget showing the deficit, if
any, for the preceding quarter and the amount of each such assessment proposed
to be levied. Each such quarterly assessment shall be billed to the members as
near the beginning of the quarter as may be practicable and shall become due and
payable within thirty days after such billing. 108 (08/01/94)

241.00  Members in Military Service - The Board shall have authority to remit
the assessments of a member during the period in which such member is in the
military service of the United States, as such service is defined in the
Soldiers' and Sailors' Civil Relief Act of 1940, as passed by Congress and as it
may be amended. 108B (08/01/94)

241.01  Dues of Members in Military Service - In accordance with the authority
granted the Board under the provisions of Rule 241.00 no assessment of a member
shall be remitted under Rule 241.00 except under the following conditions:

1.   Each petition for the benefits of Rule 241.00 will be considered on its
     merits.

2.   No petition will be considered unless accompanied with funds sufficient to
     pay all dues up to and including the full month in which the Board acts on
     the request.

3.   No petition will be approved unless the petitioner became a member of the
     Association prior to January 1, 1953.

4.   When a petition is granted the member is required to notify the Secretary
     promptly of the termination of his military service. 1844A (08/01/94)

242.00  Neglect to Pay Assessment - Any member who neglects to pay his
assessment, or installments thereof, within thirty days after such assessment,
or installments thereof, has been called for payment may be suspended until such
assessment, or installments thereof, is paid. If a member neglects to pay such
assessment, or installments thereof, during a period of six consecutive months,
his membership (a) may be disposed of by the Board; (b) or may be forfeited and
cancelled by the Board. 109 (08/01/94)

243.00  Transfer Fees - No transfer of membership may be consummated unless the
transferee pays to the Association a transfer fee. The amount of this fee is
established from time to time, by the Board of Directors. The transfer fee so
collected shall be used to purchase, retire or redeem indebtedness to finance
improvements to the Board of Trade Buildings or to pay the cost of such
improvements. The transfer fee described in this Rule 243.00 shall not apply
when the transferor is the estate of a deceased member or membership interest
holder and the transferee is the decedent's spouse or the decedent's child. 111
(07/01/98)

243.01  Sale and Transfer of Membership Privileges - Each individual submitting
an application for membership shall include with the application a non-
refundable application fee established by the Board. The application fee
described in this Regulation 243.01 shall not apply when the applicant is the
spouse or the child of a deceased member or membership interest holder. The
application fee will also not apply when a deceased member or membership
interest holder's membership or membership interest is held in trust pursuant to
Regulation 249.01(i), the applicant is the spouse or the child of the decedent,
and under the terms of the trust, the applicant is the successor trustee to the
deceased member or membership interest holder. 1807 (04/01/98)

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249.01  Purchase and Sale or Transfer of Membership or Membership Interest -
Membership status in this Association is a personal privilege, not subject to
sale or transfer except as herein authorized.

(a)  Purchase and Sale of Memberships and Membership Interest by Individuals -

     (i)  When an individual wishes to sell his full or associate membership or
          membership interest, he shall sign an offer to sell including an offer
          price, in such form as shall be prescribed by the Exchange.

          When an offer is matched to a bid, the member or registered eligible
          business organization may receive the sale proceeds prior to the
          expiration of the claims period or the resolution of any claims by
          depositing treasury bills with the Association, equivalent to the sale
          price of the membership or membership interest. All amounts deposited
          shall be available, without restriction, to satisfy claims against the
          departing member or the registered eligible business organization
          under this Chapter. In lieu of a deposit, the member or registered
          eligible business organization may file a clearing firm guaranty,
          letter of credit, or such other form as the Association may permit,
          equivalent to the sale price of the membership or membership interest,
          for the satisfaction of claims.

     (ii) Any individual who wishes to purchase a full or associate membership
          or membership interest subsequent to his approval for a particular
          membership status shall execute and deliver to the Department of
          Member Services a bid to purchase such membership or membership
          interest, in such form as may be prescribed by the Exchange. The bid
          shall be accompanied by a certified or cashier's check representing an
          earnest money deposit in the amount of fifteen percent of the bid, by
          an irrevocable letter of credit in the amount of fifteen percent of
          the bid, or by an agreement on a form prescribed by the Exchange and
          executed by a clearing member of the Association as provided in this
          section (ii).

          Any individual who wishes to purchase a full or associate membership
          or membership interest prior to his approval for a particular
          membership status shall execute and deliver to the Department of
          Member Services a bid to purchase such membership or membership
          interest, in such form as may be prescribed by the Exchange. The bid
          shall be accompanied by a check in the amount of the applicable
          transfer fee. The bid shall also be accompanied by a certified or
          cashier's check in the amount of such bid or by an agreement on a form
          prescribed by the Exchange and executed by a clearing member of the
          Association which shall provide that in the event the prospective
          purchaser's bid is matched to an offer, as provided in section (iii)
          below, and the prospective purchaser fails to make payment in the
          amount of his bid by 5:00 p.m. of the next business day following the
          day on which he was notified by the Department of Member Services that
          his bid was matched to an offer, such clearing member shall purchase
          the membership or membership interest in question for the full amount
          of such bid.

          The bid shall contain an agreement by such individual to take no
          recourse against the Association in the event he is not approved for
          membership, except as may be permitted under Section 8c of the
          Commodity Exchange Act as amended and a release of the Association of
          any claim or right that such individual would otherwise have had by
          reason of such failure to be so elected. The bid also shall contain an
          agreement by such individual that he or she consents to and accepts
          the Exchange's jurisdiction with respect to any disciplinary action or
          other matter within the purview of any Exchange committee from the
          date of purchase of a membership or membership interest until the date
          the individual is approved for membership status or, if such
          individual fails to be approved for membership status, until the date
          of a sale of the membership or membership interest is effected in
          accordance with this regulation. With respect to the purchase of a
          membership which will be registered pursuant to Rule 230.00 for the
          benefit of an eligible business organization which is not currently a
          member firm, a consent to jurisdiction also must be executed on behalf
          of the firm. The consent to jurisdiction shall expressly state that
          the Exchange may hold the membership or membership interest pending
          the disposition of any proceeding before any Exchange Committee and
          apply the proceeds from the sale of the membership or membership
          interest toward the satisfaction of any decision that may be rendered
          against the individual or firm.

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     Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
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          Nothing herein shall be construed in any way to limit the Exchange's
          jurisdiction over all individuals and firms which have been approved
          for membership. If any purchase of a membership or membership interest
          is being financed by a person other than the purchaser, such purchaser
          shall file satisfactory proof as required by the Department of Member
          Services that the financing party is aware of the provisions of this
          Regulation and Rule 252.00.

    (iii) The Department of Member Services shall post continually on the
          Bulletin Board the lowest offer to sell and the highest bid to buy
          full and associate memberships and membership interests, respectively.
          In the event of a match between any such bid and offer, the Department
          of Member Services shall notify the purchaser and the seller. In the
          event there are two bids and/or two offers in the same amount, the
          oldest offer shall be matched to the oldest bid. Title and value of
          the membership or membership interest shall be transferred to the
          purchaser upon payment being effected in the full amount of the bid.

          In the event that the prospective purchaser fails to make payment in
          the amount of his bid by 5:00 p.m. of the next business day following
          the day on which he was notified by the Department of Member Services
          that his bid was matched to an offer, the clearing member who has
          executed an agreement to purchase the membership or membership
          interest as provided in section (a)(ii) of this Regulation shall make
          payment in the full amount of the bid by 5:00 p.m. of the business day
          following the day upon which payment was due from the prospective
          purchaser. Upon becoming the owner of the title and value of the
          membership or membership interest, the clearing member shall either
          sell or transfer the membership or membership interest or cause the
          membership or membership interest to be registered on its behalf in
          accordance with Rule 230.00 of these Rules and Regulations.

          Failure to fulfill the obligations set forth in said agreement shall
          constitute acts detrimental to the interest and welfare of the
          Association.

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

     (iv) If a purchaser of a membership or membership interest fails to file an
          application with the Department of Member Services as required in
          paragraph (iii) above, is not approved for membership status, or if
          for any reason his application is withdrawn, the Exchange shall retain
          the transfer fee and the purchaser shall assume all risk of gain or
          loss from the resale of the membership or membership interest
          purchased by him. The purchaser shall take all necessary steps to
          effect a sale of the membership or membership interest purchased by
          him within thirty (30) days of notification of his failure to be
          approved for membership status, withdrawal of his application, or the
          purchase of the membership or membership interest if he failed to file
          an application.

      (v) If the purchaser fails to effect a sale within the time period
          specified in paragraph (iv) above, the Department of Member Services
          shall effect a sale at the price of the highest bid to purchase then
          on file with the Department of Member Services on the next business
          day following the thirtieth (30) day after notification of his failure
          to be approved for membership status, withdrawal of his application,
          or the purchase of the membership or membership interest if he failed
          to file an application. If on the next business day following the
          thirtieth day after such notification, withdrawal, or purchase if he
          failed to file an application, there is no bid to purchase on file
          with the Department of Member Services, the membership or membership

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          interest shall be offered for sale by the Exchange at the same price
          as the lowest offer to sell then on file with the Department of Member
          Services. Such offer shall be matched with a bid in accordance with
          Regulation 249.01(a)(iii). The total amount realized from the sale of
          the membership or membership interest shall be remitted to the
          unsuccessful applicant in full satisfaction of all obligations of the
          Association, subject to Exchange Rule 252.00.

     (vi) An individual whose offer to sell his only membership or membership
          interest has been accepted by a purchaser, shall not make any Exchange
          contracts after the date of such consummation of the transfer.

          An individual whose membership or membership interest status was
          terminated through a sale in accordance with this paragraph (a), and
          who was a member or membership interest holder in good standing, not
          subject to any Exchange investigation, charges, suspension or
          disciplinary action at the time of such sale, shall remain eligible,
          for a period of six (6) months following such sale, to purchase
          another membership or membership interest under the provisions of this
          paragraph (a), to be the transferee of a membership or membership
          interest pursuant to subparagraphs 249.01(b) (c) or (d) or to become a
          delegate, in accordance with provisions of Regulation 202.01. The
          Exchange may, in its discretion, grant extensions to this six (6)
          month approval period.

(b)  Transfer by registered eligible business organization

     (i)  With the approval of the Membership Committee, ownership of the title
          and value of a full or associate membership of an individual, approved
          under Rules 200.00, 201.00, 159.00 and 202.00 may be vested in an
          eligible business organization registered in accordance with Rule
          230.00 provided that (i) the approved individual is a managerial
          employee as that term is defined in Rule 230.00 of such registered
          eligible business organization; (ii) the managerial employee's
          membership is registered for such eligible business organization; and
          (iii) the Membership Committee determines that such membership is
          needed by the registered eligible business organization to carry on
          its business at the Association. Additionally, with the approval of
          the Membership Committee, a registered eligible business organization
          may own GIM, COM and IDEM membership interests on behalf of individual
          nominees who are full-time employees of such firm in accordance with
          the provisions of Rules 291.00, 292.00 and 293.00. In such
          circumstances, all rights and responsibilities of membership shall
          remain the exclusive personal privilege of the approved individual,
          except that the registered eligible business organization shall be
          entitled to transfer such membership or membership interest, and to
          receive the net proceeds from transfer of such membership or
          membership interest after satisfaction of all claims against the
          approved individual, or against the registered eligible business
          organization, in accordance with Rules 252.00 and 253.00 of this
          Chapter.

     (ii) A registered eligible business organization owning the title and value
          of a full membership, associate membership, or membership interest may
          transfer said membership or membership interest to another approved
          individual who is also a managerial employee of the eligible business
          organization, by delivering to the Department of Member Services a
          report of intention to transfer upon such form as shall be prescribed
          by the Exchange. In addition, with respect to the transfer of a full
          or associate membership, the firm must deposit with the Department of
          Member Services an amount equal to the weighted average of all full or
          associate membership sales for the preceding calendar month, as
          appropriate. With respect to the transfer of a membership interest,
          the firm must deposit the greater of $50,000 or an amount equal to the
          weighted average of all GIM, COM or IDEM sales, for the preceding
          calendar month, as appropriate. Such amount may be deposited in cash,
          treasury bills, or such other form as the Association may permit. All
          amounts deposited shall be available, without restriction, to satisfy
          claims against the departing approved individual or against the
          registered eligible business organization under this Chapter. In lieu
          of a deposit, a firm may file a clearing firm guaranty for the
          satisfaction of claims in an amount that accords with the formulas set
          forth in this sub-paragraph. Should the departing approved individual
          be leaving the employ of the member firm, the application for
          membership or transfer documents of the transferee must be submitted
          to the Association within thirty (30) days from the termination date
          of the departing approved individual. The Exchange may, in its
          discretion, grant extensions of this 30 day approval period. No such
          extension shall exceed 60 days total length for any individual.

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    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
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     (iii)  Nothing herein shall preclude or impair the right of the Exchange to
            impose discipline upon the registered eligible business
            organization, or upon the approved individual, or to dispose of the
            membership or membership interest of any approved individual, for
            the acts or delinquencies of the registered eligible business
            organization, or for the acts or delinquencies of the approved
            individual, in accordance with the Rules and Regulations of the
            Association.

     (iv)   An approved individual whose only remaining membership or membership
            interest has been transferred in accordance with this paragraph (b)
            shall not make any Exchange contracts after the date of such
            transfer.

     (v)    In the event that a registered eligible business organization owning
            the title and value of a full or associate membership or membership
            interest is acquired by another registered eligible business
            organization through the purchase of 100% of the partnership or
            limited liability company property or corporate stock, the acquiring
            eligible business organization may transfer said membership or
            membership interest to another approved individual who is a
            managerial employee of the acquiring eligible business organization
            by complying with the procedures set forth in sub-paragraph (ii),
            hereof.

            A registered corporation that owns the title and value of a full or
            associate membership or member interest may transfer said membership
            or membership interest to another approved individual who is a
            managerial employee of its wholly-owned registered subsidiary
            corporation or its registered parent partnership or corporation
            which owns 100% of its stock, or a sister corporation that is 100%
            owned by the parent entity, by complying with the procedures set
            forth in sub-paragraph (ii), hereof. A registered partnership that
            owns the title and value of a full or associate membership or
            membership interest may transfer said membership or membership
            interest to another approved individual who is a managerial employee
            of its wholly-owned registered subsidiary or a sister entity that is
            100% owned by the parent entity, by complying with the procedures
            set forth in sub-paragraph (ii), hereof. A registered limited
            liability company that owns the title and value of a full or
            associate membership or membership interest may transfer said
            membership or membership interest to another approved individual who
            is a managerial employee of its wholly-owned registered affiliate or
            a sister affiliate that is 100% owned by the parent entity by
            complying with the procedures set forth in sub-paragraph (ii),
            hereof. Each such transfer of a GIM Membership Interest shall count
            toward the two transfers specified in Rule 296.00 (2).

     (vi)   The parties to the transfer set forth in sub-paragraph (ii) of this
            paragraph may elect not to deposit a sum of money or file a clearing
            firm guaranty agreement as provided therein, in which case the
            transferee shall, for a period of time equal to that set forth in
            paragraph (e) of this Regulation, be ineligible to exercise any of
            the rights and privileges of the transferred membership or
            membership interest and, during this time and no other, all claims
            as set forth in sub-paragraph (ii) of this paragraph against the
            transferor shall be filed. If such claims are filed the transferee
            shall remain ineligible until the claims are satisfied or otherwise
            disposed. In order to satisfy claims set forth in sub-paragraph
            (ii), which have been properly filed and allowed by the Association,
            as provided by the Rules and Regulations, the transferred membership
            or membership interest may be sold by the Association. In the event
            of such sale and after the claims have been paid, the remaining
            surplus, if any, of the proceeds of sale shall be paid to the
            registered eligible business organization upon execution by it of a
            release which is satisfactory to the Association. In order to
            preclude the sale of the membership or membership interest by the
            Association for the satisfaction of claims, and for the transferee
            to become immediately eligible to exercise the rights and privileges
            of the transferred membership or membership interest, the registered
            eligible business organization may, in the alternative, deposit a
            sum of money or file a clearing firm guaranty as provided in sub-
            paragraph (ii) hereof.

     (vii)  An approved individual whose membership or membership interest
            status was terminated through a transfer in accordance with this
            paragraph (b), and who was a member or membership interest holder in
            good standing, not subject to any Exchange investigation, charges,
            suspension or disciplinary action at the time of such transfer,
            shall remain eligible, for a period of thirty (30) days following
            such transfer, to purchase another membership or membership interest
            under the provisions of this paragraph (a) or to be the transferee
            of a membership or membership interest pursuant to subparagraphs
            249.01 (b) (c) or (d) in accordance with provisions of Regulations
            202.01 and/or 230.18, as applicable. The

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            Exchange may, in its discretion, grant extensions of this 30 day
            approval period. No such extension shall exceed 60 days in total
            length for any individual.

(c) Transfer by member under loan agreement -

     (i)    Whenever, under the Rules and Regulations, a registered eligible
            business organization is required to register a certain number of
            full or associate memberships or is required to maintain memberships
            for other purposes, such eligible business organization may execute
            with an employee, approved for membership under this Chapter, a loan
            agreement in such form as the Association may prescribe, advancing
            to such employee the cost of membership and providing for the
            enforced repayment of such advance. The employee may transfer his
            membership to another employee of the same registered eligible
            business organization, approved for membership under this Chapter,
            upon the deposit with the Department of Member Services of an amount
            equal to the sum specified in sub-paragraph (ii) of paragraph (b) of
            this Regulation. All amounts so deposited shall be available,
            without restriction, to satisfy claims under this Chapter. Should
            the transferor be leaving the employ of the registered eligible
            business organization, the application for membership of the
            transferee must be submitted to the Association within thirty (30)
            days from the termination date of the transferor.

     (ii)   Transfer under this paragraph (c) except as provided in sub-
            paragraph (i) hereof, shall be governed by the provisions of
            paragraph (a) of this Regulation.

(d) Transfer within family -

     (i)    It shall be permissible, under the Rules and Regulations, to
            transfer a full or associate membership or membership interest
            between members of the same family (a spouse, parent, child,
            grandparent, or grandchild), or a decedent's membership or
            membership interest within the same family, provided such transferee
            is approved for the appropriate membership status under this Chapter
            and a clearing firm guaranty is filed, or sum of money as described
            in paragraph (b) is deposited with the Department of Member Services
            in order to satisfy claims.

     (ii)   The parties to the transfer may elect not to deposit a sum of money
            as provided in paragraph (b), in which case the transferee shall,
            for a period of time equal to that set forth in paragraph (e) of
            this Regulation, be ineligible to exercise any of the rights and
            privileges of the transferred membership or membership interest, and
            during this time and no other, all claims against the transferor
            shall be filed. If such claims are filed the transferee shall remain
            ineligible until the claims are satisfied or otherwise disposed. In
            order to satisfy claims against the transferor, which have been
            properly filed and allowed by the Association, as provided by the
            Rules and Regulations, the transferred membership or membership
            interest may be sold by the Association. In the event of such sale
            and after the claims have been paid, the remaining surplus, if any,
            of the proceeds of sale shall be paid to the transferee, or his
            legal representative, upon execution by him of a release which is
            satisfactory to the Association. In order to preclude the sale of
            the membership or membership interest by the Association for the
            satisfaction of claims, and to become immediately eligible to
            exercise the rights and privileges of the transferred membership or
            membership interest, the transferee may, in the alternative, comply
            with the provisions of sub-paragraph (i), hereof.

     (iii)  Transfer under this paragraph (d), except as provided in sub-
            paragraph (i) and (ii) hereof, shall be governed by the provisions
            of paragraph (a) of this Regulation.

(e) Notice of membership sale or transfer and filing claims -

     (i)    On the first and sixteenth calendar day of each month (or if the
            first or sixteenth is not a business day on the following business
            day ("notice days")), the Secretary shall post on the bulletin board
            located on the Exchange floor a notice listing each sale or transfer
            of a membership, each termination or expiration of a delegation
            agreement, each termination of an individual member registration and
            each termination of a member firm registered in accordance with the
            provisions of Rule 230.00 that occurred during the period beginning
            on the preceding notice day and ending on the business day preceding
            the current notice day. The Secretary shall also make this
            information available to the membership. The last day for filing
            claims pursuant to Rule 253.00 against the proceeds of the sale or

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            transfer of a membership, the termination of an individual member
            registration, a termination of a member firm or pursuant to Rule
            221.00 (c)(2) against a delegate whose delegation agreement has
            terminated or expired is the business day immediately preceding the
            notice day that follows the notice day on which the Secretary posts
            a notice on the bulletin board announcing such sale or transfer or
            such termination or expiration of a delegation agreement. The
            Exchange shall hold the proceeds from the sale or transfer of a
            membership until such time as the relevant claims period has run
            and/or any disputed claims have been resolved.

     (ii)   Upon the effective date of sale or transfer of an individual's sole
            membership, all Exchange contracts of the seller or transferor shall
            mature, and if not settled, shall be closed out as in the case of
            insolvency, unless the same are assumed or taken over by another
            member of the Association.

     (iii)  The name of a member whose membership or membership interest has
            been disposed of by the Board shall be posted as in the case of a
            voluntary sale and such posting shall have the same effect in
            respect to open contracts and unmatured debts and obligations of the
            former member as in the case of a voluntary sale.

(f) Sale by Legal Representative -

     (i)    The membership or membership interest of a deceased member or
            membership interest holder may be sold pursuant to an offer to sell
            executed by the executor, administrator or other duly qualified and
            appointed legal representative of his estate.

     (ii)   The full or associate membership or membership interest of a member
            or membership interest holder who has been adjudicated incompetent
            may be sold pursuant to an offer to sell executed by his duly
            appointed guardian, conservator or other duly qualified legal
            representative.

(g) Indirect Exchange of Memberships -

     (i)    A member may exchange an associate membership for a full membership
            (an "AM Swap"), a full membership for an associate membership (an
            "FM Swap"), a GIM membership interest for an associate membership (a
            "GIM to AM Swap"), a GIM membership interest for a full membership
            (a "GIM to FM Swap"), a COM membership interest for an associate
            membership (a "COM to AM Swap"), a COM membership interest for a
            full membership (a "COM to FM swap") an IDEM membership interest
            for an associate membership (an "IDEM to AM swap") or an IDEM
            membership interest for a full membership (an "IDEM to FM swap"), by
            signing an offer to exchange in such form as shall be prescribed by
            the Exchange. The offer to exchange shall specify the category of
            membership being relinquished (the "relinquished membership"); the
            category of membership the exchanging member wishes to acquire (the
            "replacement membership"), and the "Price Differential" at which the
            exchange is to be effected (as described below).

            The offer to exchange shall be accompanied by: (1) In the case of an
            AM, GIM to AM, GIM to FM, COM to AM, COM to FM, IDEM to AM or IDEM
            to FM Swap, a certified or cashier's check in the amount of the
            Price Differential, or an agreement of a clearing member of the
            Association as described in section (a)(ii) of this Regulation; and
            (2) an agreement of a clearing member of the Association to pay to
            the Association in cash upon demand the amount of any assessments or
            claims against the exchanging member's relinquished membership
            according to Rule 252.00 up to the value of the relinquished
            membership at the time the exchange is accepted. For this purpose,
            the value of the relinquished membership will be the bid price for
            such membership.

     (ii)   The Department of Member Services shall post continually on the
            Bulletin Board the highest Price Differential for AM, GIM to AM, GIM
            to FM, COM to AM, COM to FM, IDEM to AM and IDEM to FM swaps, and
            the lowest Price Differential for FM swaps. In the event there are
            two or more AM swaps, two or more FM swaps, two or more GIM to AM
            Swaps, two or more GIM to FM Swaps, two or more COM to AM Swaps, two
            or more COM to FM Swaps, two or more IDEM to AM swaps or two or more
            IDEM to FM Swaps offered at the same Price Differential, the oldest
            offer shall be listed first.

     (iii)  The Department of Member Services shall notify an exchanging member
            that the member's offer to exchange has been accepted when (1) the
            difference between the bid price for

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            memberships in the category of the relinquished membership and the
            offer price for memberships in the category of the replacement
            membership equals (2) the Price Differential for the offer to
            exchange. Upon notification of acceptance of the offer to exchange,
            the Department of Member Services shall cause the Association to
            acquire the relinquished membership from the exchanging member, sell
            the relinquished membership at its bid price, acquire the
            replacement membership at its offered price, and transfer the
            replacement membership to the exchanging member. The exchanging
            member shall pay the applicable transfer fee not later than 5:00
            p.m. of the first business day following acceptance of the offer to
            exchange.

     (iv)   If, prior to acceptance of an offer to exchange, the posted Price
            Differential for AM Swaps matches the posted Price Differential for
            FM Swaps, the Department of Member Services will notify the
            respective members and will effect a direct exchange of their
            memberships according to paragraph (h) below.

     (v)    Title and value of the relinquished membership shall pass to the
            Association, and title and value of the replacement membership shall
            be transferred to the exchanging member, upon notification by the
            Association that the exchange offer has been accepted.

     (vi)   The proceeds from the sale of the relinquished membership shall be
            applied to payment for the replacement membership. Any excess
            proceeds shall be applied in the manner specified in Rule 252.00 to
            satisfy assessments and claims against the relinquished membership.
            The exchanging member shall only be entitled to the replacement
            membership and any excess proceeds (subject to application of Rule
            252.00); in no event shall the exchanging member be entitled to
            demand receipt of the proceeds from the sale of the relinquished
            membership in lieu of receipt of the replacement membership.

     (vii)  If the exchanging member in an AM, GIM to AM, GIM to FM, COM to AM,
            COM to FM, IDEM to AM or IDEM to FM swap fails to make payment for
            the Price Differential by 5:00 p.m. of the next business day
            following the day on which the member was notified by the Department
            of Member Services that the member's offer to exchange was accepted,
            the exchanging member shall forfeit ownership of the title and value
            of the replacement membership and the clearing member who has
            executed an agreement to purchase the membership as provided in
            section (a)(ii) of this Regulation shall make such payment by 5:00
            p.m. of the next business day following the day upon which payment
            was due from the exchanging member. Upon such payment, the clearing
            member shall be the owner of the title and value of the replacement
            membership. The clearing member shall either sell or transfer the
            replacement membership or cause the replacement membership to be
            registered on its behalf in accordance with Rule 230.00 of these
            Rules and Regulations. The clearing member shall account to the
            exchanging member for the portion of the replacement membership bid
            price paid from the proceeds from the sale of the relinquished
            membership.

            Failure to fulfill the obligations set forth in said agreement shall
            constitute acts detrimental to the interest and welfare of the
            Association.

     (viii) The person who purchases the relinquished membership from the
            Association and the person who sells the replacement membership to
            the Association shall follow the procedures specified in section (a)
            or (b) of this regulation as applicable. Exchanges under this
            section (g), except as provided herein, shall be governed by the
            provisions of this Chapter.

(h) Direct Exchange of Memberships -

     (i)    A member in good standing may transfer (1) an associate membership
            in direct exchange for a full membership of another member, (2) a
            full membership for an associate membership of another member, (3) a
            GIM membership interest for an associate membership of another
            member, (4) a GIM membership interest for a full membership of
            another member, (5) a COM membership interest for an associate
            membership of another member, (6) a COM membership interest for a
            full membership of another member, (7) an IDEM membership interest
            for an associate membership of another member, or (8) an IDEM
            membership interest for a full membership of another member. The
            exchanging members shall jointly execute and deliver to the
            Department of Member Services an agreement of direct exchange in
            such form as may be prescribed by the Exchange and setting forth the
            agreed Price Differential between the memberships. The agreement
            shall be accompanied by (1) a check

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          from each member in the amount of the applicable transfer fee, (2) a
          certified or cashier's check for the Price Differential, and (3) for
          each member, an agreement of a clearing member of the Association to
          pay to the Association in cash upon demand the amount of any
          assessments or claims against the exchanging member's relinquished
          membership according to Rule 252.00 up to the value of the
          relinquished membership at the time the exchange is accepted. For this
          purpose, the value of the relinquished membership shall be the average
          of the posted bid and offer prices for such memberships; provided that
          if there is either no posted bid or no posted offer, the value shall
          be the price paid in the last sale of such memberships. Title and
          value of the memberships shall be transferred to the respective
          exchanging members upon notification from the Department of Member
          Services that it has accepted the exchange.

     (ii) Exchanges under this section (h), except as provided herein, shall be
          governed by the provisions of this Chapter.

(i)  Transfer to a Trust -

     (i)   A member or membership interest holder (collectively referred to as
           "member" under this section) or a member's personal representative
           (including his or her agent under a durable power of attorney) may
           transfer his or her membership(s) or membership interest(s) to a
           trust of which the member is a grantor, if: (1) while the member is
           living and competent, the member is the sole trustee of the trust,
           (2) the member retains the right to revoke the trust during his or
           her life, and (3) all beneficiaries of the trust are members of the
           grantor's family who would be eligible for a family transfer from the
           grantor pursuant to section (d) of this regulation.

     (ii)  A trust shall take the membership subject to all of the rules of the
           Exchange, including Rules 230.00 and 252.00; however, Rule 252.00
           shall not apply to the transfer of a membership or membership
           interest to a trust wherein the member/grantor is the trustee. The
           transfer of a GIM membership interest to a trust wherein the
           member/grantor is the trustee shall not constitute a transfer under
           Rule 296.00(1).

     (iii) The interests in the membership that inure to the beneficiaries of
           the trust shall be subject to all of the rules of the Exchange; the
           Exchange's rights with respect to the membership shall be superior to
           those of the beneficiaries; and the Exchange shall have no liability
           to the beneficiaries of the trust in the event of the mishandling of
           the trust assets by the trustee. The grantor and the trustee (and any
           successor) shall each provide in the form provided by the Exchange an
           acknowledgement that the trust takes the membership subject to all of
           the rules of the Exchange and that the trust is in compliance with
           the requirements of this regulation.

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

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

           A membership or membership interest held in a trust of which the
           member/grantor is the sole trustee may be temporarily transferred,
           subject to the provisions of section (j) of this regulation, to an
           individual within the member/grantor's same family, as defined in
           section (d)(I) of this regulation.

     (vi)  A membership held in trust may not be registered for member firm
           privileges.

     (vii) Subparagraph (vi) shall not apply to self-owned registered
           memberships, provided that the member demonstrates, to the
           satisfaction of the Association and before the membership is placed
           in trust, that the declaration of the trust into which the membership
           will be transferred incorporates by express reference the Rules and
           Regulations of the Association.

           This subparagraph shall have no effect on the provision of Regulation
           249.01(j)(iv) that prohibits the use of a membership that is the
           subject of a revocable intra-family transfer for

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    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
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            member firm privileges.

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

(j)  Notwithstanding the provisions of section (d) of this regulation pertaining
     to permanent family transfers, a member or membership interest holder may
     temporarily transfer his or her respective membership or membership
     interest to a member of his or her immediate family, as defined in section
     (d)(i) of this regulation, who shall be subject to all Exchange Rules and
     Regulations.

     Transfers under this section shall be subject to the following terms and
     conditions:

     (i)    The transferor may revoke the transfer upon written notice to the
            transferee, and a copy thereof shall be filed by the transferor with
            the Member Services Department as a precondition to its
            effectiveness. The transferee shall remain approved for membership
            under the same conditions which are applicable in the event of a
            termination of a delegation agreement, as set forth in Rule
            221.00(a).

     (ii)   The transfer shall be revoked and the membership or membership
            interest shall revert to the transferor's estate or conservator upon
            official notice of the death or formally declared incompetence of
            the transferor.

     (iii)  Upon election to membership, the transferee shall be treated as a
            member for all purposes, except that the transferee shall have no
            authority to sell, transfer or assign the membership or membership
            interest. The right to vote on all matters subject to a ballot vote
            among the general membership will remain with the transferor. A Full
            or Associate Member shall not be ineligible for elective office or
            committee appointments based on such member's having temporarily
            transferred his or her Full or Associate Membership pursuant to this
            section (j).

     (iv)   While a transfer under this section is in effect, the membership
            involved would not qualify the transferee for elective office and
            the membership may not be registered under Rule 230.00 for member
            firm privileges.

     (v)    The provisions of Rule 221.00(c) shall apply to the transferor and
            the transferee in the same manner that those provisions apply to a
            member and his delegate.

     (vi)   The transferor may sell or transfer the membership at any time in
            accordance with the provisions of this regulation. The family
            transfer shall automatically be null and void upon such a sale or
            transfer by the transferor. The proceeds of the sale of the
            membership will be distributed to the transferor following the
            settlement of all claims pursuant to Rule 252.00

     (vii)  The transfer of a GIM membership interest under this section shall
            not constitute a transfer under Rule 296.00(1).

     (viii) In the case of a membership or membership interest held in trust
            pursuant to subsection (i), the trustee may transfer the membership
            or membership interest in accordance with the provisions of this
            subparagraph (j). The trustee shall have the rights, duties and
            obligations of a transferor as provided by this subsection (subject
            to the provisions of subsection (i)). Where the transferor is the
            trustee of a membership or membership interest held in trust
            pursuant to subsection (i), and either (1) the trustee revokes the
            transfer; (2) the settlor is officially declared dead or (3) the
            settlor is decreed to be legally incompetent by a court of proper
            jurisdiction, then the membership or membership interest shall
            automatically revert to the trustee. (05/01/01)

250.01  Sale and Transfer of Membership Privileges - A member or his legal
representative desiring to sell his membership or membership interest shall
deliver to the Department of Member Services a signed authorization of sale
which is notarized or otherwise officially authenticated, or a telecopy thereof,
in the form prescribed below. The authorization of sale shall contain a specific
offer price. The member must also deliver to the Department of Member Services a
signed consent to jurisdiction in a form prescribed by the Exchange before his
authorization of sale will be accepted. With respect to the sale of a firm-owned
membership, the consent to jurisdiction must be signed by the last member
holding the membership and, if the sale would terminate the firm's member firm
status, a consent to jurisdiction must also be executed on behalf of the firm.
The consent to jurisdiction form provides that the member and, if applicable,
the member firm, consents to and accepts the

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

Association's jurisdiction with respect to any potential or current disciplinary
matter of which the Association is aware or becomes aware prior to the
distribution of proceeds and further that the Exchange may retain all of the
proceeds from the sale of the member's seat pending the outcome of any
disciplinary action. The following shall apply to persons elected to membership
and to registered member firms for a period of five years after the termination
of such individual's or firm's membership status. Each such individual and firm:

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

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

An individual wishing to purchase a membership or membership interest shall
inform the Department of Member Services in such form as shall be prescribed by
the Exchange of his desire to purchase a membership or membership interest. When
the purchaser's bid has been matched with an offer to sell, the purchaser shall
sign a confirmation of purchase and shall by 5:00 p.m. of the next business day
following the day on which he was notified by the Department of Member Services
that his bid was matched to an offer deposit with the Department of Member
Services the balance, if any, owing on the purchase price on the membership or
membership interest.

                             AUTHORIZATION OF SALE

     To the Department of Member Services,                   ---------20--------

     Board of Trade of the City of Chicago

     I hereby offer to sell my membership privilege on the Board of Trade of the
     City of Chicago for the sum of $----------to any purchaser, and I authorize
     you to transfer my membership privilege to such purchaser upon his deposit
     of said purchase price with you and his payment of the transfer fee, it
     being understood that I shall pay all assessments up to the end of the
     quarter in which my membership is thus transferred. I have this date
     knowingly entered the date and offer price set forth above.

     ---Please check here if this offer revises and replaces a previous offer to
     sell your membership privilege.

     I ACKNOWLEDGE THAT I AM PERSONALLY LIABLE FOR ANY DAMAGES THAT MAY RESULT
     IF THIS OFFER REVISES AND REPLACES A PREVIOUS OFFER AND I FAIL TO NOTE THIS
     BY CHECKING THE SPACE INDICATED ABOVE.

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

                                         Social Security Number
                                                               -----------------

     Subscribed and sworn to before me on this         Day of                  ,
                                               -------        -----------------
     20
       ------------------


     ---------------------------
            Notary Public

                           CONFIRMATION OF PURCHASE

     Mr.                                                              , 20
        ---------------------                             ------------    ------

     I hereby confirm my purchase of your membership privilege on the Board of
     Trade of the City of Chicago in accordance with Regulations 243.01 and
     250.01 for the sum of $___________, it being understood that I have paid to
     the Board of Trade of the City of Chicago the transfer fee of $___________.


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

     Signed in the presence of

                                      232


    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
    ----------------------------------------------------------------------

    --------------------------
    (01/01/00)

250.02  Memberships Held Under Regulation 249.01(b) - The title and value of a
membership procured under Regulation 249.01(b) is owned by the registered
eligible business organization acquiring it, but the personal privileges of that
membership can only be exercised by one of the registered firm's managerial
employees who has been approved by the Membership Committee. For that reason,
the registered firm is allowed to designate a qualified individual to exercise
the personal privileges of that membership. Any such designation can be
terminated by the registered firm at any time. In that event, the individual's
right to exercise the personal privileges of that membership terminates
immediately and automatically. In the event that an individual wrongfully
exercises any personal privilege of membership after termination, the registered
firm shall remain responsible for that individual's liabilities and actions
until written notice of the termination has been posted on the bulletin board.
1806 (04/01/98)

250.03  Power-of-Attorney - In connection with membership transfers and
delegations, a power-of- attorney is permitted to be used only for the following
functions;

1.   To submit a bid to purchase a membership or membership interest.

2.   To sign the membership register.

3.   To execute, amend, terminate or file a delegation agreement. (08/01/94)

251.00  Membership Transfer - All purchases or sales of membership privileges
shall be made pursuant to Regulations adopted by the Exchange and no commission
or other compensation for services in connection with the purchase or sale of a
membership in the Association shall be paid. 127 (08/01/94)

251.01  Member Under Investigation - No member may transfer his membership
privilege by intrafamily transfer and no member firm may transfer a firm-owned
membership from one member employee to another employee under Regulation
249.01(b), unless the approval of the Regulatory Compliance Committee is first
secured, when the member is under investigation by any standing committee or by
a special committee appointed under the provisions of Rule 541.00 or when
charges are preferred against him or when he is under suspension for causes
other than default, insolvency, or non-payment of assessments. 1835 (08/01/94)

252.00  Proceeds of Membership -

(a)  ORDER OF DISTRIBUTION. Upon any transfer of membership, whether made by a
     member voluntarily or by the Board, the proceeds shall be applied to the
     following purposes and in the following order of priority:

     (1)  FIRST, the payment of all dues, assessments, service fees, fines,
          contributions, and charges payable to the Association by the member
          whose membership is transferred, and all other indebtedness of such
          member to the Association.

     (2)  SECOND, the payment of all dues, assessments, fines and charges
          payable by such member to the Clearing House, and all other
          indebtedness of such member to the Clearing House.

     (3)  THIRD, the payment to such member's Primary Clearing Member or
          Members, as specified in Rule 333.00, of all claims filed under
          Rule 253.00 for trading losses of such member arising out of
          Transactions on Change, and which claims have been allowed by the
          Board.

     (4)  FOURTH, the payment to other Clearing Members of all claims filed
          under Rule 253.00 for trading losses of such member arising out of
          Transactions on Change, and which claims have been allowed by the
          Board.

     (5)  FIFTH, the payment to members and member firms of all claims filed
          under Rule 253.00 for money owed on loans which had been made to the
          member whose membership was transferred, exclusively for the purpose
          of financing the purchase of such membership, and

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    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
    ----------------------------------------------------------------------

          which had been promptly recorded with the Secretary of the
          Association, and which claims have been allowed by the Board.

     (6)  SIXTH, the payment to members and member firms of all claims filed
          under Rule 253.00 otherwise arising from Member's Contracts, exclusive
          of personal debts which are not related to the conduct of business as
          a broker, trader or commission merchant, and which claims have been
          allowed by the Board. Provided, however, that this provision shall not
          apply to a membership subject to Regulation 249.01(b) or 249.01(c).

(b)  PRO RATA PAYMENT. If the proceeds of a transfer of membership are
     insufficient to pay all filed claims allowed by the Board, such claims,
     within the priorities listed in (a) above, shall be paid pro rata, except
     as provided in (e) below.

(c)  SURPLUS, IF ANY. Claims which are not filed during the period specified in
     Regulation 249.01 but which would otherwise qualify under (a) above may, if
     allowed by the Board, be paid out of any surplus after all other claims
     allowed by the Board have been paid in full and shall be paid in preference
     to claims referred to in (e) below. The remaining surplus, if any, of the
     proceeds of a transfer of membership, after payment of all claims allowed
     by the Board under this Rule, shall be paid to the person whose membership
     is transferred, or to his legal representatives, upon the execution by him
     or them of a release or releases satisfactory to the Board.

(d)  VALUATION.

     (1)  Claims which have not matured at the time of the transfer of the
          membership may be treated as though they had matured, and the amount
          due may be fixed and determined by the Board on the basis of market
          values or such other basis as the Board deems to be fair and just.

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

     (3)  A claim shall be allowed by the Board only for the amount due after
          credit is given for the proceeds of the sale of any collateral held by
          the claimant of the fair value of such collateral as determined by the
          Board, The Board may require, before passing on the claim, that all
          such collateral be sold.

(e)  CLAIMS OF PARTNERS. Claims growing out of transactions between partners,
     who are members of the Association, shall not share in the proceeds of the
     membership of one of such partners until all other claims as allowed by the
     Board have been paid in full.

(f)  RIGHTS OF CREDITORS OF DECEASED, INCOMPETENT, SUSPENDED, OR EXPELLED
     MEMBER. The death, incompetency, expulsion or suspension of a member shall
     not affect the right of creditors under the provisions of this Rule.

(g)  DEATH OR INCOMPETENCY OF CREDITOR MEMBERS. When a member is in debt to
     another member, the death or incompetency of the creditor member or the
     transfer of his membership either by his estate or by the Board, shall not
     affect the rights of the creditor member, his firm, corporation, or estate,
     to share in proceeds of the membership of the debtor member under this
     Rule, in the same manner and to the same extent as if the creditor member
     had not died, become incompetent or his membership had not been
     transferred.

(h)  DEBTS EXISTING AS OF THE EFFECTIVE DATE OF THIS RULE AS AMENDED. Within 20
     business days after the effective date of this Rule, as amended, all
     members and member firms shall notify the Secretary of the Association of
     all member debts outstanding as of the effective date which debts have
     arisen out of members' contracts had between the parties thereto in the
     ordinary course of business. The Secretary shall record such debts. All
     recorded debts still remaining unpaid at the time of the transfer of the
     debtor's membership, if allowed by the Board, shall be included in Category
     3 of this Rule to be paid pro rata if necessary along with claims under
     that category, provided such debts are determined by the Board to have
     arisen out of members contracts had between the parties thereto in the
     ordinary course of business. The notice to the Secretary shall include the
     debtor member's acknowledgment of the debt; provided, however, that

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    Ch2 Purchase and Sale or Transfer of Membership or Membership Interest
    ----------------------------------------------------------------------

     any contested debts will be provisionally recorded by the Secretary.
     (08/01/94)

252.00A  Claims Filed by Corporations - Your Rules and Claims and Insolvencies
Committees concur in the attorney's opinion that a corporation cannot share in
the proceeds of the sale of memberships against which the corporation has filed
claims (even claims filed prior to the cancellation of the registration of its
officer's membership) after the member has cancelled the registration of his
membership for the benefit of the corporation, leaving no other member
registered for the corporation. 3R (08/01/94)

252.00B  Interpretation of Rule 252(e) - The Rules Committee has interpreted
Rule 252(e) as follows:

Where a partnership is the primary or other clearing member for one of its
member partners, such partnership may make claims against the proceeds from the
sale of such partner's membership under the provisions of Rule 252.00(a) (3) or
(4) for trading losses. A partnership may make claims against the proceeds from
the sale of a partner's membership under Rule 252.00(a) (5) where such loan had
been made exclusively for the purpose of financing the purchase of the partner's
membership. (08/01/94)

253.00  Filing Claims - A member to establish his claim and to become entitled
to his rights under Rule 252.00 of this Chapter to share in the proceeds of a
membership, shall file a statement of his claim during the period specified in
Regulation 249.01. Claims if not so filed and allowed by the Board may be paid
out of any surplus after all claims allowed by the Board have been paid in full
and shall be paid in preference to claims referred to in Rule 252.00(e) of this
chapter. 113 (08/01/94)

253.01  Pending Arbitration - In the event an Exchange arbitration action is
pending against a member who sells his membership, the entire proceeds from such
membership sale shall be reserved and retained by the Exchange towards
satisfaction of any resulting arbitration award in accordance with Rule 252.00.
However, prior to the arbitration hearing, a selling member whose sale proceeds
are being held by the Exchange pending the outcome of an arbitration may make
application to the Executive Committee who, upon such application, shall have
the discretion to authorize release to the selling member of any of the proceeds
in excess of the amount claimed in the arbitration and claims filed pursuant to
Rule 252.00. (08/01/94)

255.00  Deceased or Incompetent Member - When a member dies, or when a
conservator is appointed for him or his estate, his membership may be disposed
of by the Board. If the deceased or incompetent member has neglected to pay
assessments, Rule 242.00 shall apply to the disposition of his membership by the
Board. 115 (08/01/94)

256.00  Expelled Member - When a member is expelled or becomes ineligible for
reinstatement, his membership may be disposed of forthwith by the Board. 116
(08/01/94)

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Ch2 Insolvency

270.00  Insolvency - A member, or any other person with trading privileges, who
fails to perform his contracts, is insolvent, or is the subject of petition for
bankruptcy, or whose membership is registered for a member firm which fails to
perform its contracts, is insolvent, or is the subject of a petition for
bankruptcy, shall immediately inform the Secretary in writing that he or his
firm or corporation is unable to meet his or its engagements, and prompt notice
thereof shall be given to the Association. Subject to the provisions of
Regulation 540.06, he shall thereby become suspended from membership until,
after having settled with his creditors or the creditors of his firm or
corporation, he has been reinstated by the Board.

If a clearing member firm learns that any of the above-specified conditions
apply to a member or member firm whose trades it clears, the clearing member
firm must also immediately provide written notice thereof to the Secretary, and
prompt notice thereof shall be given to the Association. For purposes of this
provision, a clearing member firm will be deemed to have learned of such
conditions, if a member who is registered for the firm, and is also a general
partner of a partnership, an officer or director of a corporation, or a manager
of a limited liability company, has actual knowledge thereof.

Nothing in this Rule shall preclude disciplinary action for the violation of any
Rule or Regulation of the Association which contributed to the condition for
which the person is suspended under this Rule. (06/1/00)

270.01  Restrictions on Operations - The Financial Compliance Committee shall
advise the Chairman or Acting Chairman of the Board whenever it appears that a
member, registered eligible business organization, wholly-owned affiliate of
such member or registered eligible business organization or any other person
with trading privileges is insolvent; is failing to meet the minimum capital
requirements of the Association and cannot demonstrate its ability to achieve
compliance; is in such financial condition that it cannot be permitted to
continue in business with safety to its customers, its creditors, or the
Association; or such other condition or practice exists which may adversely
affect the safety of funds or positions carried for others. Upon the receipt of
such advice, the Chairman or Acting Chairman may, subject to the provisions of
Regulation 540.06, impose any restriction upon the operations of a member,
registered eligible business organization, wholly-owned affiliate or any other
person with trading privileges as he deems appropriate in the circumstances,
including but not limited to the following:

(a)  Restrictions upon the solicitation and or acceptances of new positions or
     new accounts;

(b)  In the case of positions or funds not otherwise protected by law which are
     carried for the benefit of others, restrictions upon the uses to which such
     positions or funds may be applied, and

(c)  Restrictions upon the carrying of funds or positions of others on an
     omnibus account basis.

Any member, registered eligible business organization, their wholly-owned
affiliates, or persons with trading privileges failing or refusing to comply
promptly with a restriction imposed by the Chairman shall be fined, suspended,
or expelled by the Board.

Nothing in this Regulation shall preclude disciplinary action for the violation
or any Rule or Regulation of the Association which contributed to the condition
for which restrictions are imposed under this Regulation. 1794 (04/01/98)

270.02  Procedures for Member Responsibility Actions - (See 540.06) (08/01/94)

270.03  Finality of Disciplinary Decisions and Member Responsibility Actions -
(See 540.07) (08/01/94)

271.00  Announcement of Suspension - Whenever a member, registered eligible
business organization or any other person with trading privileges has been
suspended pursuant to Regulation 540.06, the Secretary shall immediately
announce to the Association the suspension of such member, eligible business
organization, or other person. If such suspension is modified or rescinded after
hearing, the Secretary shall announce the revised action to the membership. 120
(04/01/98)

272.00  Insolvent Member - When announcement is made of a suspension of a
member, firm or

                                      236


                                Ch2 Insolvency
                                --------------

corporation pursuant to the Rules and Regulations, members have Exchange
contracts with the member, firm or corporation may proceed to close the same on
the Exchange or in the best available market, except insofar as the By-Laws and
Resolutions of the Clearing House are applicable and provide the method of
closing. Should a contract not be closed, as above provided, the price of
settlement shall be fixed by the Regulatory Compliance Committee.

Such suspended member, firm or corporation shall upon request of any customer
immediately arrange for the transfer of each open position of such customer to
such other person, firm or corporation as such customer may designate. 121
(08/01/94)

272.01  Bankruptcy of a Member or Non-Member - Whenever an order for relief
under the Bankruptcy Code as defined in Regulation 272.02 is entered for a
member, firm or corporation, or for a non-member, members having Exchange
contracts with the bankrupt member or non-member may proceed to close the same
on the Exchange in accordance with the provisions of Rule 272.00. (08/01/94)

272.02  Deliveries in Bankruptcy Situation -

(a)  For purposes of this Regulation:

     (i)  The term "customer" shall mean any person for whom a member carries an
          Exchange futures contract except a non-public customer as that term is
          defined in CFTC Regulation 190.01(bb).

    (ii)  The term "debtor" shall mean any member with respect to which an order
          for relief is entered under the Bankruptcy Code.

    (iii) The term "order for relief" means the filing of a petition in
          bankruptcy in a voluntary case and the adjudication of bankruptcy in
          an involuntary case.

    (iv)  The term "tender" with respect to a notice of delivery shall mean, in
          the case of a short clearing member that has presented such a notice
          to the Clearing House, the assignment of such notice by the Clearing
          House to a long clearing member, and, in the case of a long clearing
          member, the acceptance by such member of such notice from the Clearing
          House if such notice is not transferred by such long clearing member
          within the time permitted under the Rules of the Association or the
          Clearing House.

(b)  This Regulation shall apply only in the event and under the circumstances
     set forth in paragraph (c) hereof, and only in the event that the opposite
     clearing member referred to in said paragraph (c) is not itself a debtor.

(c)  Any provisions of the Rules or the Clearing House Rules to the contrary
     notwithstanding, in the event that any member becomes a debtor, and that at
     that time such member carries for a customer any Exchange futures contract
     in the current delivery month with respect to which the underlying physical
     commodity has not become a part of the debtor's estate on the date of the
     entry of the order for relief, and with respect to which:

     (i)   trading has ceased on the date of the entry of the order for relief;
           or (ii) notice of delivery has been tendered on or before the date of
           the entry of the order for relief; or

     (iii) trading ceases before such futures contract can be liquidated by the
           trustee of the debtor's estate;

     then, any customer for whose account such member is holding any such
     futures contract shall make delivery of and receive payment for, or receive
     delivery of and make payment for, the physical commodity as required to
     fulfill such contract directly between the customer and the opposite
     clearing member identified by the Clearing House as the party to whom
     delivery should be made or from whom delivery should be taken by such
     customer, through and in accordance with the bylaws of the Clearing House,
     and such opposite clearing member shall receive delivery of and make
     payment for, or make delivery of and receive payment for, such commodity in
     accordance with the bylaws of the Clearing House; provided, however, that
     nothing contained herein shall prevent such customer and such opposite
     clearing member from settling any such contract on such terms as may be
     mutually agreed upon.

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(d)  The making or taking of delivery or payment with respect to any futures
     contract in accordance with paragraph (c) shall discharge in full the
     obligations of such customer and such opposite clearing member to the
     debtor and to every other person with respect thereto, but shall not
     discharge the debtor from any of its obligations with respect to such
     contract except to the extent that such delivery or payment is made.

(e)  Nothing contained in this Regulation shall relieve any customer of its
     obligation to make or take delivery under any Exchange futures contract for
     the sole reason that delivery must be made to or taken from a commodity
     broker which is a debtor. (08/01/94)

273.00  Investigation - Every person suspended under the provisions of Rule
270.00 shall immediately afford every facility required by the Office of
Investigations and Audits for the investigation of his affairs, and shall, after
the announcement of his suspension, file with the Office of Investigations and
Audits a written statement covering all information required by the Office of
Investigations and Audits, including a complete list of his creditors and amount
owing to each. 122 (08/01/94)

273.01  Insolvency - When the Financial Compliance Committee from any
preliminary investigations or otherwise, has reason to suspect that any member
of the Association is threatened with insolvency, it shall co-operate with such
member, in any feasible manner not contrary to the Rules and Regulations of the
Association, to save such member from open and judicial bankruptcy. When this is
not practicable, the Committee shall then take such other action as will in its
judgment assist in securing a prompt, efficient, and economic administration of
the member's assets for the bankrupt, as well as for the members of the
Association and customers of such bankrupt, who are creditors. Nothing herein,
however, shall authorize such Committee to bind the Association to any pecuniary
obligation. 1815 (08/01/94)

274.00 Reinstatement - When a person suspended under the provisions of this
Chapter applies for reinstatement, the Secretary shall make notice thereof
available to the membership and shall post notice thereof, upon the bulletin
board at least fifteen days prior to the consideration by the Board of such
application. The applicant shall furnish to said Board the list of his
creditors, a statement of the amounts originally owing and the nature of the
settlement in each case. The application shall be heard in accordance with
Regulation 540.03.

If the applicant fails to receive the approving vote of two-thirds of the
members of the Board present, the applicant shall be entitled to be balloted for
at two subsequent regular meetings of the Board to be designated by himself;
provided, however, that the three ballots to which the applicant shall be
entitled, shall be within six months from the date of his suspension, or until
such time as the membership is sold, or within such further extended time for
settlement as may have been granted by the Board. 124 (05/01/01)

275.00  Suspended or Expelled Member Deprived of Privileges - (See 561.00)
(08/01/94)

276.00  Suspended Member-Time for Settlement - If a person suspended under the
provisions of this Chapter fails to settle with his creditors and fails to apply
for reinstatement within (30) thirty days from the date of his suspension, or
within such further time as the Board may grant, or fails to obtain
reinstatement as elsewhere herein provided, his membership may be disposed of by
the Board.

The Board may, by a two-thirds vote of the members present, extend the time of
settlement for periods not exceeding one year each. 123 (06/01/99)

277.00  Discipline During Suspension - (See 562.00) (08/01/94)

278.00  Suspension for Default - Where a member, or any other person with
trading privileges, fails or refuses to (a) perform an Exchange contract with
(b) pay obligations arising out of such contracts to another member, or (c) pay
obligations owed to the Association, the defaulting member, on complaint of the
other member or, in the case of a debt owed to the Association, of the Treasurer
of the Association, shall, subject to the provisions of Regulation 540.06, be
suspended until the contract is performed or the debt satisfied. Registered
firms and corporations shall be deemed members under this Rule. Application for
reinstatement shall allege, under oath, that all such debts have been
discharged, and notice of such application shall be posted on the bulletin board
fifteen days prior to the hearing of such application pursuant to Rule 274.00.

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Nothing in this Rule shall preclude disciplinary action for the violation of any
Rule or Regulation of the Association which contributed to the condition for
which the member is suspended under this Rule. 130 (12/01/96)

278.01  Arbitration of Default - If the member alleged to be in default pursuant
to Rule 278.00 denies the default, he shall be entitled to have the claim
arbitrated. If the claim is admitted or established by a final arbitration
award, the defaulting member shall be suspended until he has satisfied and
discharged the debts owing to members on Exchange contracts. (08/01/94)

285.01  Financial Questionnaire - Each member, registered eligible business
organization or wholly-owned affiliate of such member or registered eligible
business organization shall furnish to the Business Conduct Committee or the
Financial Compliance Committee, at such times as the Committee may designate, an
answer to a financial questionnaire in such form as the Committee may prescribe.
1781 (04/01/98)

285.02  Audits - The Business Conduct or Financial Compliance Committee may
require any member, registered eligible business organization or its wholly-
owned affiliates carrying margin accounts for customers or transacting business
involving the purchase and sale of cash commodities for customers, to cause to
be made as of the date of an answer to a financial questionnaire, an audit of
his or its assets, liabilities, accounts and affairs, including securities held
for safekeeping, in accordance with such audit requirements as may be prescribed
by said Committee, and to file with said Committee a statement to the effect
that such an audit has been made and that the answers to the questionnaire are
in accord therewith.

Such statement shall in the case of any such member of the Association not a
partner of a registered partnership, a manager of a registered limited liability
company, nor an officer of a registered corporation, be signed by such member.
In the case of a registered partnership, such statement shall be signed by two
general partners of the partnership, one of whom must be a member of the
Association. In the case of a registered corporation, such statement shall be
signed by at least two of the bona fide, active executive officers of the
corporation, one of whom must be a member of the Association whose membership is
registered on behalf of the corporation. In the case of a registered limited
liability company, such statement shall be signed by at least two managers of
the limited liability company, one of whom must be a member of the Association
whose membership is registered on behalf of the limited liability company. In
the case of a wholly-owned affiliate of a member, registered partnership,
registered limited liability company or registered corporation, such statement
must be signed as indicated above, as well as by an active executive officer of
the wholly-owned affiliate. The statement must also certify that a copy of it
has been made available to each general partner in the case of partnerships, to
each of the members of a limited liability company and in the case of
corporations each member of the Association whose membership is registered on
behalf of the corporation.

The signature of a partner of such partnership, a member of such limited
liability company or an officer of such corporation, may be waived by the
Committee at the discretion of the Committee.

Such above statement shall in all cases be attested to by the auditors and a
copy of the report of the audit signed by the auditors shall be retained as part
of the books and records of the member, registered partnership or registered
corporation. 1782 (04/01/98)


285.03  Notification of Capital Reductions - Any non-FCM member firm or firm
that has been approved to deliver against a CBOT contract or wholly-owned
affiliate of such for which the Financial Compliance Committee has established
capital requirements under the provisions of Rule 551.00 (f) must:

     Notify the Exchange in writing within two business days of any event or
     series of events, including any withdrawal, advance, loan or loss that, on
     a net basis, causes a twenty percent (20%) or more reduction of his or its
     Net Worth as last reported by submission of a financial statement or
     financial questionaire. Failure to so notify the Financial Compliance
     Committee shall be considered an act detrimental to the interest and
     welfare of the Association under Rule 504.00. (04/01/97)

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285.04  Restrictions on Operations - (See 270.01) (08/01/94)

285.05  Financial Requirements -

A.   All member firms that are registered as Futures Commission Merchants must
     comply with the requirements set forth in the following CFTC Regulations:

     1.   1.10 - Financial reports of futures commission merchants; and

          a.   In addition to the requirements set forth in CFTC Regulation 1.10
               each FCM member firm must file:

               1.   An unaudited quarterly financial statement as of the firm's
                    fiscal year end; and

               2.   Submit with the certified year-end financial report a
                    reconciliation between the certified financial report and
                    the quarterly unaudited report; and

               3.   For all financial statement filings, submit a Statement of
                    Income (Loss) for the period between the date of the most
                    recent financial statement or, at the option of the member,
                    the most recent certified financial statement filed with the
                    Exchange; and

               4.   Each member FCM which also is a member of any other security
                    or commodity exchange or self-regulatory organization or
                    federal agency must promptly submit to the Exchange, unless
                    specifically exempted, copies of any financial statements
                    (for example, Focus Reports) submitted pursuant to the
                    requirements of those exchanges, organizations or agencies.

          b.   Statement Certification and Attestation Requirements:

               1.   For a member FCM which is a registered partnership,
                    financial report must be signed in a manner as determined by
                    the Exchange (i.e. - electronic or manual) by the individual
                    designated as the Chief Financial Officer (or as having
                    these responsibilities), in accordance with Chicago Board of
                    Trade Regulation 230.03(a), provided that he is a general
                    partner.

               2.   For a member FCM which is any type of eligible business
                    organization other than a partnership, financial reports
                    must be signed in a manner as determined by the Exchange
                    (i.e. - electronic or manual) by the individual designated
                    as the Chief Financial Officer (or as having these
                    responsibilities) in accordance with Chicago Board of Trade
                    Regulation 230.03(a).

               3.   An attestation letter must accompany all audited financial
                    reports which are filed with the Exchange, as well as any
                    financial reports which are not filed electronically. The
                    attestation letter must certify that copies of the financial
                    reports must be made available to: (a) each member of the
                    Chicago Board of Trade whose membership is registered for
                    the FCM: (b) each individual designated by the FCM, in
                    accordance with Regulation 230.03(a): and (c) each general
                    partner in the case of a partnership.

               4.   The signature of the Chief Financial Officer, or the person
                    who has these responsibilities, may be waived by the
                    Exchange, at the discretion of the Exchange. In the event of
                    such waiver, an FCM will be required, in the case of a
                    partnership, to have a general partner sign the financial
                    reports. In the case of any other type of eligible business
                    organization, the FCM will be required to have the Chief
                    Executive Officer sign the financial reports. In either
                    event, this individual must either be a member of the
                    Chicago Board of Trade, or must have been designated by the
                    FCM, in accordance with Regulation 230.03(a).

               5.   Financial report audited by an independent public accountant
                    must be attested to by the independent public accountant.

               6.   Financial reports which are filed through Exchange-approved
                    electronic transmission must be accompanied by the CBOT
                    assigned Personal

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                    Identification Numbers (PINS) of the authorized signers. The
                    PIN number will constitute and become a substitute for the
                    manual signature of the authorized signer to the
                    electronically filed financial report. The PIN is a
                    representation by the authorized signer that, to the best of
                    his or her knowledge, all information contained in the
                    statement being transmitted under the PIN is true, correct
                    and complete.

               7.   The unauthorized use of a CBOT assigned Personal
                    Identification Number for electronic attestation by an
                    unauthorized party is forbidden.

     2.   1.12 - Maintenance of minimum financial requirements by futures
          commission merchants; and

     3.   1.16 - Qualifications and reports of accountants; and

     4.   1.17 - Minimum financial requirements for futures commission merchants
          and introducing brokers; and

     5.   1.18 - Records for and relating to financial reporting and monthly
          computation by futures commission merchants; and

     6.   1.20 through 1.30 - Customers' Money, Securities, and Property; and

     7.   1.32 - Segregated account; daily computation and record; and

     8.   30.7 - Treatment of foreign futures or foreign options secured amount.

     Notwithstanding the foregoing requirements, the CBOT may impose additional
     accounting, reporting, financial and/or operational requirements as
     determined necessary.

B.   For firms that are regular to deliver agricultural products see
     Appendix 4E.

C.   For firms that are regular to deliver Rough Rice see Appendix 37D.
     (07/01/00)

285.07  Member Joint Accounts - No member shall, directly or indirectly, hold
any interest or participate in any joint account for which a member participant
exercises discretionary trading authority and executes trades for buying or
selling any Chicago Board of Trade futures or options contracts unless each
participant in such joint account is a member or member organization and unless
such account is reported to and not disapproved by the Exchange. Such report
shall be in a form prescribed by the Exchange and shall be filed with the
Exchange before any transaction is effected on the Exchange for such joint
account. For the purposes of this regulation, a "joint account" shall mean: (1)
any account which is initially funded by two or more parties, all of whom have
an ongoing obligation to contribute additional funds to the account when
necessary; (2) any account in which two or more parties share a risk of loss of
the capital contributed to that account; and (3) any account where all of the
participants in the account own more than a 5% interest in the account. In
addition, a trading account which is funded via a loan shall be deemed a joint
account unless the terms of the loan demonstrate that it is a bona fide loan
that was made as a part of an arm's length transaction between the borrower and
the lender. (12/01/97)

285.08  Financial Arrangements - Each member who makes an arrangement to finance
his transactions must identify to the Exchange the source of the financing and
its terms. The Exchange must be informed immediately of the intention of any
party to terminate or change any such arrangement. (12/01/94)

285.09  Trading Associations - Each member who makes an arrangement to be on the
floor of the Exchange or on the Project A electronic trading system for the
purpose of making discretionary trading decisions and executing discretionary
trades for a firm must ensure that the firm is registered as a member firm of
the Exchange. (08/01/99)

286.00  Trades of Non-Clearing Members - On the first business day of each month
each clearing member who is creditor of any member as a result of debts related
to the conduct of business as a broker, trader or commission merchant shall
report to the Business Conduct Committee the name of each member whose unsecured
indebtedness to him is in the amount of five thousand dollars ($5,000) or more.
The Business Conduct Committee is authorized to furnish to any clearing member,

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on written request, the names of all members or member firms, to whom a
specified member is indebted as reported hereunder, and the names of members and
member firms as reported pursuant to Rule 252.00(h).

The phrase "unsecured indebtedness" as used in the rules means the amount of
indebtedness in excess of collateral security valued in accordance with the
provisions of paragraph 3 and 4 of Regulation 431.02.

Failure of a member or member firm to report such indebtedness may be considered
to be an act detrimental to the interest or welfare of the Association under the
provisions of Rule 504.00 and may be relied on by the Board of Directors in
deciding not to allow a claim for such indebtedness under Rules 252.00 and
253.00. (08/01/94)

287.00  Advertising - No member shall publish any advertisement of other than
strictly legitimate business character. 604 (08/01/94)

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290.00  Market Categories - Each existing and prospective futures contract and
options contract traded on the Exchange shall be listed in one of the following
four market categories: Agricultural and Associated Market (AAM), Government
Instruments Market (GIM), Index, Debt and Energy Market (IDEM), and Commodity
Options Market (COM). The Board shall provide for the initial listing of such
futures contracts and options contracts by adopting Regulations and may alter
any such listing by amending these Regulations. No such listing shall affect any
of the rights of full or associate members or other persons with trading access,
except as may be specifically provided for herein. (08/01/94)

290.01  Agricultural and Associated Market (AAM) - The AAM consists of the
following futures contracts: soybeans, soybean meal, soybean oil, oats, wheat,
corn, anhydrous ammonia, diammonium phosphate, barge freight rate index, FOSFA
International Edible Oils Index, sunflower seeds, catastrophe insurance, rough
rice and silver. (11/01/94)

290.02  Government Instruments Market (GIM) - The GIM consists of the following
futures contracts: U.S. Treasury Bonds, U.S. Treasury Notes (6-10 years), U.S.
Treasury Notes (5 years), U.S. Treasury Notes (2 years), Long Term and Medium
Term Agency (Fannie Mae(R) Benchmark and Freddie Mac Reference) NotesSM,
Mortgage, Inflation-Indexed U.S. Treasury Bonds, Long-Term Inflation-Indexed
Treasury Notes, Medium-Term Inflation-Indexed Treasury Notes, German Government
Bonds, Canadian Government Bonds (10 year), Cash Settled U.S. Treasury Notes (2
years), Zero Coupon Treasury Bonds, Zero Coupon Treasury Notes, U.S. Treasury
Bills (90 days), Long-Term Japanese Government Bonds, Mortgage-Backed Futures,
GNMA-CDR, Domestic CDs, and Treasury Repos (30-day and 90-day) (when
designated). (04/01/01)

290.03  Index, Debt and Energy Market (IDEM) - The IDEM consists of the
following futures contracts: 30-Day Fed Fund, Portfolios (when designated),
Stock Indexes, Corporate Bond Index, Commercial Paper (30 days), Commercial
Paper (90 days), Municipal Bonds (when designated), Municipal Bond Index, Cash
Settled Three Year Interest Rate Swaps, Cash Settled Five Year Interest Rate
Swaps, Eurodollars, Crude Oil (when designated), Leaded Gasoline (when
designated), Unleaded Gasoline (when designated), Heating Oil (when designated),
Gold, Gold Coins (when designated) Plywood, Structural Panel Index, CBOT U.S.
Dollar Composite Index, CBOT Argentina, Brazil and Mexico Brady Bond Indexes,
U.S. Treasury Yield Curve Spread, ComEdTM and TVA Hub Electricity. (01/01/99)

290.04  Commodity Options Market (COM) - The COM consists of the following
options contracts: U.S. Treasury Bond Futures Options and all other options that
are listed for trading by the Exchange. (08/01/94)

291.00  GIM Membership Interest - A GIM Membership Interest is a personal right,
which shall entitle the holder thereof to trade as principal and broker for
others in all contracts listed in the GIM pursuant to Regulation 290.02. In
addition, the holder of a GIM Membership Interest may communicate from the Floor
of the Exchange with persons not on the Floor of the Exchange in the same manner
as may members, but only with respect to contracts traded in the GIM. An
eligible business organization may own a GIM Membership Interest on behalf of an
individual nominee who is a full-time employee of the eligible business
organization, provided that the Membership Committee determines that such GIM
Membership Interest is needed by the eligible business organization to carry on
its business at the Association and that all rights and obligations of the GIM
Membership Interest shall remain the exclusive responsibility of the individual
nominee. An eligible business organization which owns a GIM Membership Interest
may transfer it from one nominee to another individual employee of the eligible
business organization who has been duly approved for membership subject to the
provisions of Regulation 249.01(b).

(A)  A GIM Membership Interest shall not carry any voting rights on any matter
     which is the subject of a ballot vote of the general membership.

(B)  GIM Membership Interest holders, annually, may elect a Committee consisting
     of 11 GIM Membership Interest holders, including a Chairman thereof. The
     Chairman of this Committee shall be liaison to the Chairman of the Board.

(C)  In the event of full liquidation of the Association, the holder of a GIM
     Membership Interest shall


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                           Ch2 Membership Interests
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     share in the proceeds from dissolution in an amount equal to eleven percent
     (.11) of a full member's share. No holder of a GIM Membership Interest
     shall have the right to share in any other distribution made by the
     Association.

(D)  No GIM Membership Interest shall carry with it the attributes of membership
     in the Association under the Fifth Article of the Certificate of
     Incorporation of the Chicago Board Options Exchange.

(E)  Each holder of a GIM Membership Interest shall be responsible for paying
     all dues, fees and assessments that are applicable to full memberships for
     each GIM Membership Interest held.

(F)  Each GIM Membership Interest may be sold or delegated according to the
     Rules and Regulations applicable to the sale and delegation of full and
     associate memberships. No GIM Membership Interest may be registered on
     behalf of an eligible business organization.

(G)  Each person who seeks to purchase or be delegated a GIM Membership Interest
     shall make application according to the Rules and Regulations governing
     applications for full and associate membership. Each such applicant shall
     be considered eligible to assume the rights and obligations of a GIM
     Membership Interest according to the procedures and standards that apply to
     full and associate members, as set forth in the Rules and Regulations.

(H)  Each holder of a GIM Membership Interest shall be subject to all Rules and
     Regulations of the Association including all specific duties and
     obligations imposed on such holders by the Rules and Regulations, as well
     as those duties and obligations imposed upon members or other approved
     persons under the Rules and Regulations; provided however, the Board may
     exempt holders of GIM Membership Interests from any such duty or obligation
     which is incompatible with, or in conflict with or unrelated to the duties
     performed by them. All references to "members" and "membership" in the
     Rules and Regulations shall apply with equal force to holders of GIM
     Membership interest and GIM Membership Interests, respectively, unless
     superseded or specifically negated by this Rule or by Rule 290.00 or Rule
     294.00 or the Regulations thereunder. (04/01/98)

292.00  IDEM Membership Interest - An IDEM Membership Interest is a personal
right, which shall entitle the holder thereof to trade as principal and broker
for others in all contracts listed in the IDEM pursuant to Regulation 290.03. In
addition, the holder of an IDEM Membership Interest may communicate from the
Floor of the Exchange with persons not on the Floor of the Exchange in the same
manner as may full members, but only with respect to contracts traded in the
IDEM. An eligible business organization may own an IDEM Membership Interest on
behalf of an individual nominee who is a full-time employee of the eligible
business organization, provided that the Membership Committee determines that
such IDEM Membership Interest is needed by the eligible business organization to
carry on its business at the Association and that all rights and obligations of
the IDEM Membership Interest shall remain the exclusive responsibility of the
individual nominee. An eligible business organization which owns an IDEM
Membership Interest may transfer it from one nominee to another individual
employee of the eligible business organization who has been duly approved for
membership subject to the provisions of Regulation 249.01(b).

(A)  An IDEM Membership Interest shall not carry any voting rights on any matter
     which is the subject of a ballot vote of the general membership.

(B)  IDEM Membership Interest holders, annually, may elect a Committee
     consisting of 11 IDEM Membership Interest holders, including a Chairman
     thereof. The Chairman of this Committee shall be liaison to the Chairman of
     the Board.

(C)  In the event of full liquidation of the Association, the holder of an IDEM
     Membership Interest shall share in the proceeds from dissolution in an
     amount equal to one-half of one percent (.005) of a full member's share. No
     holder of an IDEM Membership Interest shall have the right to share in any
     other distribution made by the Association.

(D)  No IDEM Membership Interest shall carry with it the attributes of
     membership in the Association under the Fifth Article of the Certificate of
     Incorporation of the Chicago Board Options Exchange.

(E)  Each holder of an IDEM Membership Interest shall be responsible for paying
     all dues, fees and assessments that are applicable to full memberships for
     each IDEM Membership Interest held.

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                           Ch2 Membership Interests
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(F)  Each IDEM Membership Interest may be sold or delegated according to the
     Rules and Regulations applicable to the sale and delegation of full and
     associate memberships. No IDEM Membership Interest may be registered on
     behalf of a eligible business organization.

(G)  Each person who seeks to purchase or be delegated an IDEM Membership
     Interest shall make application according to the Rules and Regulations
     governing applications for full and associate membership. Each such
     applicant shall be considered eligible to assume the rights and obligations
     of an IDEM Membership Interest according to the procedures and standards
     that apply to full and associate members, as set forth in the Rules and
     Regulations.

(H)  Each holder of a IDEM Membership Interest shall be subject to all Rules and
     Regulations of the Association including all specific duties and
     obligations imposed on such holders by the Rules and Regulations, as well
     as those duties and obligations imposed upon members or other approved
     persons under the Rules and Regulations; provided however, the Board may
     exempt holders of IDEM Membership Interests from any such duty or
     obligation which is incompatible with, or in conflict An eligible business
     organizationith or unrelated to the duties performed by them. All
     references to "members" and "membership" in the Rules and Regulations shall
     apply with equal force to holders of IDEM Membership Interest and IDEM
     Membership Interests, respectively, unless superseded or specifically
     negated by this Rule or by Rule 290.00 or Rule 294.00 or the Regulations
     thereunder. (04/01/98)

293.00  COM Membership Interests - A COM Membership Interest is a personal
right, which shall entitle the holder thereof to trade as principal and broker
for others in all contracts listed in the COM pursuant to Regulation 290.04. In
addition, the holder of a COM Membership Interest may communicate from the Floor
of the Exchange with persons not on the Floor of the Exchange in the same manner
as may full members, but only with respect to options contracts traded in the
COM. An eligible business organization may own a COM Membership Interest on
behalf of an individual nominee who is a full-time employee of the eligible
business organization, provided that the Membership Committee determines that
such COM Membership Interest is needed by the eligible business organization to
carry on its business at the Association and that all rights and obligations of
the COM Membership Interest shall remain the exclusive responsibility of the
individual nominee. An eligible business organization which owns a COM
Membership Interest may transfer it from one nominee to another individual
employee of the eligible business organization who has been duly approved for
membership subject to the provisions of Regulation 249.01(b).

(A)  A COM Membership Interest shall not carry any voting rights on any matter
     which is the subject of a ballot vote of the general membership.

(B)  COM Membership Interest holders, annually, may elect a Committee consisting
     of 11 COM Membership Interest holders, including a Chairman thereof. The
     Chairman of this Committee shall be liaison to the Chairman of the Board.

(C)  Upon the inception of options trading on the Exchange, and in the event of
     full liquidation of the Association, the holder of a COM Membership
     Interest shall share in the proceeds from dissolution in an amount equal to
     one-half of one percent (.005) of a full member's share. No holder of a COM
     Membership Interest shall have the right to share in any other distribution
     made by the Association.

(D)  No COM Membership Interest shall carry with it the attributes of membership
     in the Association under the Fifth Article of the Certificate of
     Incorporation of the Chicago Board Options Exchange.

(E)  Each holder of a COM Membership Interest shall be responsible for paying
     all dues, fees and assessments that are applicable to full memberships for
     each COM Membership Interest held.

(F)  Each COM Membership Interest may be sold or delegated according to the
     Rules and Regulations applicable to the sale and delegation of full and
     associate memberships. No COM Membership Interest may be registered on
     behalf of an eligible business organization.

(G)  Each person who seeks to purchase or be delegated a COM Membership Interest
     shall make application according to the Rules and Regulations governing
     applications for full and associate membership. Each such applicant shall
     be considered eligible to assume the rights and obligations of a COM
     Membership Interest according to the procedures and standards that apply to
     full and associate members, as set forth in the Rules and Regulations.

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                           Ch2 Membership Interests
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(H)  Each holder of a COM Membership Interest shall be subject to all Rules and
     Regulations of the Association including all specific duties imposed on
     such holders by the Rules and Regulations, as well as those duties and
     obligations imposed upon members or other approved persons under the Rules
     and Regulations; provided however, the Board may exempt holders of COM
     Membership Interests from any such duty or obligation which is incompatible
     with, or in conflict with or unrelated to the duties performed by them. All
     references to "members" and "membership" in the Rules and Regulations shall
     apply with equal force to holders of COM Membership Interest and COM
     Membership Interests, respectively, unless superseded or specifically
     negated by this Rule or by Rule 290.00 or Rule 294.00 or the Regulations
     thereunder.

(I)  Upon the effective date of any termination of commodity options trading by
     the Commodity Futures Trading Commission, all rights and privileges
     specified in this Rule shall automatically expire and become null and void.
     (04/01/98)

293.01  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Treasury Bond futures, Long-Term Municipal Bond Index futures,
Short-Term Treasury Note futures, Medium-Term Treasury Note futures or in Long-
Term Treasury Note futures from the Treasury Bond options trading pit provided
that such orders are for hedge purposes only. (09/01/97)

293.02  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Soybean futures from the
Soybean Options trading pit provided that such orders are for hedge purposes
only. (08/01/94)

293.03  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Corn futures from the Corn
Options trading pit provided that such orders are for hedge purposes only.
(08/01/94)

293.04  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Silver futures from the
Silver Options trading pit provided that such orders are for hedge purposes
only. (08/01/94)

293.05  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Long-Term Treasury Note futures, Long-Term Municipal Bond
Index futures, Medium-Term Treasury Note futures, Short-Term Treasury Note
futures or in U.S. Treasury Bond futures from the Long-Term Treasury Note
Options trading pit provided that such orders are for hedge purposes only.
(09/01/97)

293.06  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Long-Term Municipal Bond Index futures, Long-Term Treasury
Note futures, Medium-Term Treasury Note futures, Short-Term Treasury Note
futures or in U.S. Treasury Bond futures from the Long-Term Municipal Bond Index
Options trading pit provided that such orders are for hedge purposes only.
(09/01/97)

293.07  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Wheat futures from the Wheat
Options trading pit provided that such orders are for hedge purposes only.
(08/01/94)

293.08  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Soybean Meal futures from
the Soybean Meal Options trading pit provided that such orders are for hedge
purposes only. (08/01/94)

293.09  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Soybean Oil futures from the
Soybean Oil Options trading pit provided that such orders are for hedge purposes
only. (08/01/94)

                                      246


                           Ch2 Membership Interests
                           ------------------------

293.10  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Short-Term Treasury Note futures, Medium-Term Treasury Note
futures, Long-Term Treasury Note futures, Long-Term Municipal Bond Index futures
or in U.S. Treasury Bond futures from the Short-Term Treasury Note Options
trading pit provided that such orders are for hedge purposes only. (09/01/97)

293.12  IDEM Membership Rights - Holders of IDEM Membership Interests shall be
permitted to transmit orders verbally, by hand signals or in writing to brokers
in U.S. Treasury Bond futures, Long- Term Treasury Note futures, Short-Term
Treasury Note futures, or Medium-Term Treasury Note futures from the Municipal
Bond Index futures pit, provided that such orders are for hedge purposes only.
(08/01/94)

293.14  AM and COM Membership Rights - Holders of Associate Memberships and COM
Membership Interests shall be permitted to transmit orders verbally, by hand
signals, or in writing to brokers in the underlying Oat futures from the Oat
Options trading pit provided that such orders are for hedge purposes only.
(08/01/94)

293.15  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, or in writing to brokers
in the underlying Medium-Term Treasury Note futures, Short-Term Treasury Note
futures, Long-Term Municipal Bond Index futures, Long-Term Treasury Note futures
or in U.S. Treasury Bond futures from the Medium-Term Treasury Note Options
trading pit provided that such orders are for hedge purposes only. (09/01/97)

293.16  IDEM Membership Rights - Holders of IDEM Membership Interests shall be
permitted to transmit orders verbally., by hand signals, in writing, or by any
other means deemed acceptable by the Board to brokers in options on CBOT(R) Dow
Jones Industrial AverageSM Index futures, from the CBOT(R) Dow Jones Industrial
AverageSM Index futures trading pit, provided that such orders are for hedge
purposes only. (11/01/97)

293.17  COM Membership Rights - Holders of COM Membership Interests shall be
permitted to transmit orders verbally, by hand signals, in writing, or by any
other means deemed acceptable by the Board to brokers in CBOT(R) Dow Jones
Industrial AverageSM Index futures, from the CBOT(R) Dow Jones Industrial
AverageSM Index options trading pit, provided that such orders are for hedge
purposes only. (11/01/97)

294.00  Membership Interest Participations - On April 30, 1982 there shall be
created one thou- sand four hundred and two (1,402) one-quarter participations
each in GIM Membership Interests, IDEM Membership Interests, and COM Membership
Interests. Each full member of the Association as of the close of business on
April 30, 1982 shall be entitled to receive as of May 3, 1982 a one-quarter
participation in a GIM Membership Interest, a one-quarter participation in an
IDEM Membership Interest and a one-quarter participat ion in a COM Membership
Interest for each full membership held by such full member. Further, on April
30, 1982 there shall be created a quantity of one-half participations each in
IDEM Membership Interests and COM Membership Interests equal to the number of
associate memberships that appear on the membership list of the Association as
of the close of business on April 30, 1982. Each associate member of the
Association as of the close of business on April 30, 1982 shall be entitled to
receive as of May 3, 1982 a one-half participation in an IDEM Membership
Interest and a one-half participation in a COM Membership Interest for each
associate membership held by such associate member. (08/01/94)

294.01  Transfer of Membership Interest Participations - One-quarter
participations in GIM Membership Interests, IDEM Membership Interests and COM
Membership Interests, and one-half participations in IDEM Membership Interests
and COM Membership Interests shall be transferable only to and among full,
associate and conditional associate members of the Association; GIM, IDEM and
COM Membership Interest holders; and member firms. Membership Interest
fractional participations may be sold or purchased by authorized individuals or
firms in accordance with the mechanics of the bid/ask market for Membership and
Membership Interests as set forth in Regulation 249.01(a) or may be transferred
intra-family between authorized individuals in accordance with the transfer
procedures set forth in Regulation 249.01(d), including the deposit requirement.
Membership Interest fractional participations may not be sold or transferred in
any other manner. (08/01/94)

294.02  Registration of Membership Interests - Any authorized person or firm who
acquires or

                                      247


                           Ch2 Membership Interests
                           ------------------------

accumulates four one-quarter participations in GIM Membership Interests may
surrender to the Association such four one-quarter participations for one GIM
Membership Interest, subject to meeting all qualifications required by the Rules
and Regulations relating to membership. Any authorized person or firm who
acquires or accumulates any combination of one-quarter and/or one-half
participations in IDEM Membership Interests that equals one full participation
may surrender to the Association such fractional participations for one IDEM
Membership Interest, subject to meeting all qualifications required by the Rules
and Regulations relating to membership. Any authorized person or firm who
acquires or accumulates any combination of one-quarter and/or one-half
participations in COM Membership Interests that equals one full participation
may surrender to the Association such fractional participations for one COM
Membership Interest, subject to meeting all qualifications required by the Rules
and Regulations relating to membership. Any person or firm who surrenders
participations in accordance with this Regulation shall pay a registration fee
as may be established by the Board. (08/01/94)

294.03  Dues and Assessments on Membership Interest Participations - No
authorized person who holds fractional participations in GIM, IDEM, or COM
Membership Interests shall be responsible for the payment of any dues, fees or
assessments in respect of such fractional participations. (08/01/94)

294.04  Accumulation of Membership and Membership Interest Participations by the
Board - The Board of Directors, in its discretion, may accumulate, pool and
require all outstanding fractional participations in Associate Memberships and
IDEM and COM Membership Interests to be surrendered between April 30, 1989 and
August 31, 1989. All such fractional participations in Associate Memberships and
IDEM and COM Membership Interests so surrendered shall be accumulated into full
Associate Memberships or IDEM or COM Membership Interests respectively and sold
at prevailing market prices to any individuals who are authorized to purchase
such Memberships or Membership Interests under the Rules and Regulations. The
proceeds from the sale of such Associate Memberships and IDEM and COM Membership
Interests shall be distributed pro- rata to those authorized persons
surrendering such fractional participations in Associate Memberships and IDEM
and COM Membership Interests in proportion to the number of such fractional
participations in Associate Memberships and IDEM and COM Membership Interests
respectively surrendered by the authorized person to the total number of such
fractional participations in Associate Memberships and IDEM and COM Membership
Interests respectively surrendered by all authorized persons. (08/01/94)

294.05  Time Limit for Accumulating AM Participations - To implement the
provisions of Rule 294.00, any member or associate member who accumulates one-
quarter AM participations and surrenders them for an associate membership by the
close of business on May 28, 1982 shall be entitled to receive as of June 1,
1982, in respect of each such associate membership, a one-half participation in
an IDEM Membership Interest and a one-half participation in a COM Membership
Interest. A sufficient quantity of such IDEM and COM Membership Interest
participations shall be created on May 28, 1982 to allow any such distribution.
(08/01/94)

294.06  Claims Procedures Regarding Membership Interest Fractional
Participations - Proceeds from the sale of a Membership Interest fractional
participation, and the deposit required for Membership Interest fractional
participations transferred pursuant to Regulations 249.01 (d) and 294.01, shall
be deemed to be subject to the provisions of Rule 252.00. Claims may be filed
against such proceeds in the same manner and subject to the same terms as set
forth in Rule 253.00 and Regulation 249.01 (e) with respect to the filing of
claims against the proceeds of the sale or transfer of a Membership or
Membership Interest. The Secretary shall provide notice of sales or transfers of
Membership Interest fractional participations in the same manner as he provides
notice pursuant to Regulation 249.01(e) of sales or transfers of Memberships and
Membership Interests. (08/01/94)

296.00  Elimination of GIM Membership Interests - Subject to the exceptions set
forth below, on the effective date of this Rule, each existing GIM Membership
Interest shall automatically become a one-half participation in an Associate
Membership; each unaccumulated one-quarter participation in a GIM Membership
Interest shall automatically become a one-eighth participation in an Associate
Membership; and status as a GIM Membership Interest holder or nominee shall
cease respectively for each individual who owns a GIM Membership Interest or is
a nominee of a firm-owned GIM Membership Interest. Fractional participations in
an Associate Membership shall carry no privileges of


                                      248


                           Ch2 Membership Interests
                           ------------------------

a Membership or Membership Interest, including but not limited to trading and
voting privileges.

(1)  With respect to individuals who own GIM Membership Interests, each
     individual who (a) applied for approval as a GIM Membership Interest holder
     prior to January 21, 1986, and whose application for such approval was
     pending as of January 21, 1986 and/or (b) acquired his current GIM
     Membership Interest as of January 21, 1986, or pursuant to a bid to
     purchase that was listed with the Exchange as of January 21, 1986, may
     continue as a GIM Membership Interest holder subject to all the privileges
     and obligations such Membership Interest entails. However, each GIM
     Membership Interest covered by this exception may only be sold or
     transferred as a one-half participation in an Associate Membership. The
     limitations on transfers of a GIM Membership Interest described in this
     Rule 296.00(1) shall not apply when (i) the transferor is the estate of a
     deceased membership interest holder and the transferee is the decedent's
     spouse and (ii) the GIM Membership Interest has not already been
     transferred pursuant to this sentence.

(2)  With respect to nominees of firm-owned GIM Membership Interests, each
     nominee who has had his current GIM Membership Interest assigned to him as
     of January 21, 1986, may, at the assigning firm's election, continue as a
     GIM Membership Interest nominee subject to all the privileges and
     obligations such Membership Interest entails. In addition, a firm shall be
     permitted to assign any GIM Membership Interest it owns to two consecutive
     nominees following the nominee who was assigned such Membership Interest as
     of January 21, 1986. However, each firm-owned GIM Membership Interest
     covered by this exception may only be sold as a one-half participation in
     an Associate Membership.

None of the foregoing shall preclude individuals covered by paragraph (1) or
firms covered by paragraph (2) from treating their GIM Membership Interests as
one-half participations in Associate Memberships and combining them with other
fractional participations in Associate Memberships. (11/01/99)

296.01  Transfer of Associate Membership Participations - In accordance with the
mechanics of the bid/ask market for Memberships and Membership Interests as set
forth in Regulation 249.01(a), member firms and individuals may purchase or sell
one-eighth or one-half participations in Associate Memberships created pursuant
to Rule 296.00 or Regulation 296.03. Individuals may also transfer Associate
Membership fractional participations in accordance with the transfer procedures
set forth in Regulation 249.01(d), including the deposit requirement. Associate
Membership fractional participations may not be sold or transferred in any other
manner. Each individual who acquires a fractional participation in an Associate
Membership but who is not a Full Member, Associate Member, GIM Membership
Interest holder or GIM Membership Interest nominee in good standing shall apply
for election to Associate Membership status under the same procedures and
requirements as are specified in Regulation 249.01(a)(iii) for purchasers of
Associate Memberships, and also shall be subject to the provisions of Regulation
249.01(a)(iv) and (v). However, any individual whose status as a GIM Membership
Interest holder or nominee automatically ceases pursuant to Rule 296.00 on the
effective date of such Rule shall have 60 days thereafter in which to acquire an
Associate Membership and become an Associate Member without applying for
election to Associate Membership status. Any individual required to apply for
Associate Membership status under this regulation and who is elected to such
status must acquire an Associate Membership within 60 days of notification of
such election or within such extension of this period as may be granted by the
Board of Directors. If he is unable to do so, he must, at his option, either re-
apply for Associate Membership status or take all necessary steps to effect a
sale of the Associate Membership fractional participations he has acquired
within 30 days of the end of the period specified in the preceding sentence.
(08/01/94)

296.02  Registration of New Associate Memberships - Any person or firm which
acquires and accumulates any combination of fractional participations in
Associate Memberships that equals one complete Associate Membership may
surrender such fractional participations to the Department of Member Services
for one Associate Membership, subject to meeting all qualifications required by
the Rules and Regulations relating to membership. Any GIM Membership Interest
holder or nominee in good standing who surrenders fractional participations
under this Regulation shall not be required to apply for election to Associate
Membership status. Once two or more fractional participations have been
combined, they may not be separated. (08/01/94)

296.03  Additional Associate Membership Participations or GIM Membership
Interests - The

                                      249


                           Ch2 Membership Interests
                           ------------------------

Board of Directors may at any time at its discretion create additional
fractional participations in Associate Memberships but only if necessary to
facilitate the combination of existing fractional participations into Associate
Memberships. The Board of Directors may also create new GIM Membership Interests
to sell to individuals who applied for approval as GIM Membership Interest
holders prior to January 21, 1986, and/or to individuals whose bids to purchase
GIM Membership Interests were on file with the Association as of January 21,
1986. Such new GIM Membership Interests shall be created and sold only if, in
the judgement of the Board, GIM Membership Interests are not otherwise available
to such individuals through bona fide purchases in the Exchange's bid/ask
market. (08/01/94)

296.04  Waiver of Transfer and Registration Fees - No fees shall be charged for
transfers of fractional participations in Associate Memberships effected through
the Exchange's bid/ask market or for registrations of new Associate Memberships
acquired by accumulation of fractional participations under Regulation 296.02.
(08/01/94)

296.05  Dues and Assessments - Associate Members shall pay full dues, fees and
assessments as provided for by the Association. However, each person or firm who
acquires an Associate Membership by the accumulation and surrender of fractional
participations pursuant to Regulation 296.02 shall be exempted from member dues
assessed on such Associate Membership pursuant to Rule 240.00 for a period of
twelve (12) consecutive calendar quarters beginning with the quarter following
the quarter in which the fractional participations for such Associate Membership
are surrendered. Only the original owner of each newly created Associate
Membership shall be eligible for the dues waiver referenced herein. (08/01/94)

296.06  Claims Procedures Regarding Associate Membership Participations - The
proceeds of Associate Membership fractional participation sales, and the deposit
required for Associate Membership fractional participations transferred pursuant
to Regulations 249.01(d) and 296.01, shall be deemed proceeds of membership for
purposes of Rule 252.00. Claims may be filed against such proceeds in the same
manner and subject to the same terms as set forth in Rule 253.00 and Regulation
249.01(e) with respect to the filing of claims against the proceeds of the sale
or transfer of a membership or membership interest. The Secretary shall provide
notice of sales or transfers of Associate Membership fractional participations
in the same manner as he provides notice pursuant to Regulation 249.01(e) of
sales or transfers of memberships and membership interests.

Interpretation - The Board of Directors adopted the following on April 17, 1990
as a formal rule interpretation which confirms established Exchange practice:

     "A person shall achieve Full Membership status (i.e. - Full Membership
voting rights and trading privileges) only through the purchase of a Full
Membership.

     The foregoing shall not affect the existing Exchange provisions for the
delegation, member firm transfer, or intra-family transfer of Full Memberships."
(08/01/94)

                                      250



====================================================================================================================================
Chapter 3
Exchange Floor Operations and Procedures
====================================================================================================================================
                                                                                                                   
     Ch3 Exchange Halls.............................................................................................
          300.00  Exchange Halls....................................................................................
          301.00  Admission to the Floor............................................................................
          301.01  Non-Members.......................................................................................
          301.02  Guest Badges......................................................................................
          301.03  Guests............................................................................................
          301.04  Press.............................................................................................
          301.05  Floor Clerks......................................................................................
          301.05  Floor Clerks......................................................................................
          301.07  Floor Clerk-Special Badges........................................................................
          301.08  Trainee Non-Members...............................................................................
          301.10  Twenty-Five Year Member...........................................................................
          301.11  AP................................................................................................
          301.12  Membership Floor Access Badges....................................................................
          305.00  Exchange Floor Fines..............................................................................
          310.00  Time and Place for Trading........................................................................
          310.01  Access to Trading Pit.............................................................................
          311.00  Hours for Trading.................................................................................
          311.00A Hours for Trading.................................................................................
          312.01  Holidays..........................................................................................
          313.00  Sundays or Holidays...............................................................................

     Ch3 Market Quotations..........................................................................................
          320.02  Wire and Other Connections........................................................................
          320.03  Decisions of Exchange.............................................................................
          320.04  Consent Required for Wires........................................................................
          320.05  Registration with Exchange........................................................................
          320.06  Notice of Discontinuance of Communications........................................................
          320.07A Telephones........................................................................................
          320.08  Conduct of Private Offices........................................................................
          320.09  Telephone Wires and Television....................................................................
          320.12  Radio Broadcasting................................................................................
          320.13  Commodity and Commodity Option Quotations.........................................................
          320.14  Transactions Made at other than Current Market....................................................
          320.15  Market Quotations.................................................................................
          320.16  Fast Quotations...................................................................................
          320.17  Authority of Pit Committees over Quotation Changes and Insertions.................................
          320.17A Authority of Pit Committees over Quotation Changes and Insertions.................................
          320.17B Authority of Pit Committees over Quotation Changes and Insertions.................................
          320.18  Authority of the Market Report Department and the Regulatory Compliance Committee over Quotation
                  Changes and Insertions............................................................................
          320.19  Opening and Closing Orders........................................................................
          321.00  Price Limits......................................................................................

     Ch3 Market Information.........................................................................................
          325.02  Foreign Crop Reports..............................................................................

     Ch3 Floor Practices............................................................................................
          330.00  Floor Brokers.....................................................................................
          330.00A Brokers and Clearing Members......................................................................
          330.01  Floor Broker and Floor Trader Registration........................................................
          330.02  Maintenance of Floor Broker and Floor Trader Registration.........................................
          330.03  Broker Associations...............................................................................
          330.04  Registration of Members Trading in U.S. Treasury Bond Futures.....................................




                                                                                                                   
          331.01  Price of Execution Binding........................................................................
          331.01A Acceptable Orders.................................................................................
          331.02  Acceptable Orders.................................................................................
          331.03  All-Or-None Transactions..........................................................................
          331.04  Execution of Simultaneous Buy and Sell Orders for Different Account Owners........................
          332.00  Orders Must Be Executed in The Public Market......................................................
          332.01  Open Market Execution Requirement.................................................................
          332.01A Bidding and Offering Practices....................................................................
          332.01B Conformation with Section 1.39 of The Commodity Exchange Act......................................
          332.02  Trade Data........................................................................................
          332.03  Lost Orders.......................................................................................
          332.04  Records of Floor Traders..........................................................................
          332.041 Accountability of Trading Cards...................................................................
          332.05  Card Collection...................................................................................
          332.06  Records of Proprietary Orders.....................................................................
          332.07  Accountability of Trading Documents...............................................................
          332.08  CTR Recordkeeping and Data Entry Requirements.....................................................
          332.09  Member Trading for Another Member on the Trading Floor............................................
          332.10  Prohibition of Trading or Placing Verbal or Flashed Orders from the Clerks Step in Financial
                  Futures and Options Contracts.....................................................................
          333.00  Trades of Non-Clearing Members....................................................................
          333.01  Error Accounts....................................................................................
          333.02  Primary Clearing Members' Membership File Review..................................................
          333.03  Funds in Trading Accounts Carried by Clearing Members.............................................
          334.00  Trades of Non-Clearing Members....................................................................
          335.00  Bids and Offers in Commodities Subject to First Acceptance........................................
          336.00  Bids and Offers in Commodities Subject to Partial Acceptance......................................
          336.01  Guaranteeing Terms of Execution...................................................................
          337.01  Orders Involving Cancellations Accepted on a 'Not Held' Basis.....................................
          350.00  Trade Checking Penalties..........................................................................
          350.01  Failure to Check Trades...........................................................................
          350.02  Responsibility For Customer Orders................................................................
          350.03  Identification of Floor Trading Personnel and Floor Traders.......................................
          350.04  Errors and Mishandling of Orders..................................................................
          350.05  Floor Practices...................................................................................
          350.06  Give-Ups..........................................................................................
          350.07  Checking and Recording Trades.....................................................................
          350.08  Notification of Unchecked Trades..................................................................
          350.10  Exemption for Certain Joint Venture Products......................................................
          350.11  Resolution of Outtrades...........................................................................
          352.01  Spreading Transactions............................................................................
          352.01A Unacceptable Spread Orders........................................................................
          352.02  Joint Venture Intermarket and Inter-Regulatory Spreads............................................
          360.01  Pit Supervisory and Enforcement Authority of the Respective Pit Committees........................





================================================================================
Chapter 3
Exchange Floor Operations and Procedures
================================================================================

Ch3 Exchange Halls

300.00    Exchange Halls - The Board shall provide Exchange Halls which shall be
open for trading during such hours as the Board of Directors shall designate.
For the purpose of Exchange rules, Exchange Halls may be deemed to include an
approved automated order entry facility. Complete jurisdiction over the Exchange
Halls, all parts of the building and any automated systems of the Association is
vested in the Board. 69 (08/01/94)

301.00    Admission to the Floor - No one but a member shall make any
transaction or execute orders in securities or commodities traded in or upon the
Floor of the Exchange. No one but a member shall be admitted to the Floor of the
Exchange, except as provided by Regulations adopted by the Regulatory Compliance
Committee. 259 (08/01/94)

301.01    Non-Members - No non-member shall be admitted to the Floor of the
Exchange except as provided in this Chapter 3. Persons not wearing a valid badge
shall not be admitted to the floor of the Exchange. 1370 (08/01/94)

301.02    Guest Badges - The Safety and Security Department may, upon
application of a member, issue a badge to a guest of the Exchange or, upon its
own initiative, issue a badge to a guest permitting access to the floor of the
Exchange. 1371 (08/01/94)

301.03    Guests - All guests of a member shall be accompanied by a member while
on the Exchange Floor and shall obey all Rules and Regulations respecting floor
conduct established herein for members. Members shall be responsible for all
violations of the Chicago Board of Trade Rules and Regulations committed by
their guests and for resulting fines. 1372 (08/01/94)

301.04    Press - Annual courtesy cards to the Press, permitting admission to
the Exchange Hall, may be issued and recalled by the written authorization of
the Communications Department. 1373 (08/01/94)

301.05    Floor Clerks - With the prior approval of the Floor Conduct Committee,
or designated Exchange staff pursuant to delegated authority, a non-member
employee of a member or member firm registered under Rule 230.00 may be admitted
to the Exchange Floor upon the payment by the employer of such periodic fees as
may be established by the Finance Committee. No floor clerk shall be permitted
to enter the Exchange Floor without a badge. Floor clerks may perform only such
services and other clerical, telephone and informational duties as may be
specifically permitted by the Regulatory Compliance Committee. (See Appendix
3B.)

Floor clerks are strictly prohibited from soliciting orders. Floor clerks may
not be registered as an Associated Person except as provided in Regulation
301.07. They may communicate orders to the pit from their position or
communications instrument by use of hand signals or verbal notification. When
communicating orders in either fashion, a record must immediately be made and
time-stamped in accordance with Regulation 465.01.

Floor clerks are not permitted to run on the Exchange Floor or in the corridors
of the building and shall at all times maintain decorum. The Floor Conduct
Committee may recall floor clerk badges for cause and may exclude from the Floor
any non-member employee of any member.

The responsibility of conduct and appearance of employees on the Exchange Floor
shall be that of the member employer.

Notwithstanding Rule 420.00, nonmembers holding a Floor Clerk badge or a Broker
Assistant badge shall not have any interest whatsoever in a commodity futures or
commodity options account which contains positions in contracts traded on the
Exchange or the MidAmerica Commodity Exchange. No member or member firm may
jointly hold such an account with a nonmember Floor Clerk or Broker Assistant,
and no member firm may accept or carry any such account in which a nonmember
Floor




Clerk or Broker Assistant holds any interest. Provided, however, that the
following shall apply to any person who has Associate Membership, Membership
Interest, or permit holder status on the Exchange or Membership status on the
MidAmerica Commodity Exchange and who also holds a Floor Clerk or Broker
Assistant badge:

Such person shall not trade for, or carry in his account or an account in which
he has any interest, any positions in contracts traded on the Exchange or the
MidAmerica Commodity Exchange except for those contracts which he is entitled to
trade as principal or broker for others by virtue of his Membership, Membership
Interest or permit holder status as referenced above.  However, a Member,
Membership Interest Holder or permit holder who holds a Broker Assistant badge,
and who stands in an area designated for broker assistants outside of a
financial futures or financial options pit, may carry in his account or an
account in which he has an interest, any positions in contracts traded on the
Exchange or the MidAmerica Commodity Exchange, provided that the orders for such
positions are placed through the normal customer order flow process.

These provisions shall not be interpreted to prohibit an individual from being
employed as a Floor Clerk or a Broker Assistant simply because another family
member is a member of the Exchange who trades for his or her own personal
account, whether such individual is employed by the family member or by another
member.  However, Floor Clerks and Brokers Assistrants are strictly prohibited
from initiating trades or advising on the initiation of trades for a family
member's account or any other account.

Violations of this Regulation shall be cause for suspension or revocation of a
person's floor access privileges and for suspension or expulsion of his
employer, or such other action as the Floor Conduct Committee may deem
appropriate, in accordance with the applicable procedures set forth in Chapter
5. In the event a floor clerk is registered as an Associated Person in violation
of this Regulation, after notice and for good cause shown, the Floor Conduct
Committee may cause such floor clerk's floor access keycard to be immediately
deactivated and take whatever other disciplinary action it deems necessary
consistent with this Regulation. Upon termination of the Associated Person
status, a floor clerk's keycard may be reactivated.

A non-clearing member holding a Floor Clerk or Broker Assistant badge shall be
required to notify his Primary Clearing Member, as defined in Rule 333.00, of
the name, address and immediate supervisor of the member or member firm by whom
he is employed as a Floor Clerk or Broker Assistant. Upon a Primary Clearing
Member's revocation of clearing authorization in accordance with Rule 333.00(c),
the Primary Clearing Member immediately shall give written notice to the member
or member firm who employs a non-clearing member as a Floor Clerk or Broker
Assistant that the non-clearing member's clearing authorization has been
revoked. A non-clearing member holding a Floor Clerk or Broker Assistant badge
shall be denied floor access privileges upon the revocation of clearing
authorization by his Primary Clearing Member. The floor  access privileges of a
non-clearing member who holds a Floor Clerk or Broker Assistant badge may be
reinstated upon the filing of a release with the Member Services Department by
the non-clearing member's Primary Clearing Member in accordance with Rule
333.00(d).  (04/01/97)

301.06    Floor Access by Annual Election Candidates and Non-Member (Public)
Directors -

The following are permitted physical access to the Floor of the Exchange:
a)   Candidates in the current year's Annual Election who:

     -    Have been nominated either by the Nominating Committee or by petition
          pursuant to Rule 102.00; and

     -    Do not already have Exchange Floor access by virtue of a membership
          privilege.

b)   Non-member (public) Directors on the Association's Board.

Individuals who are admitted to the Exchange Floor pursuant to this regulation
shall not be authorized thereby to execute trades or to perform any other
functions which are reserved to members or clerks on the Exchange Floor.
(06/01/00)

301.07    Floor Clerk-Special Badges - The Floor Conduct Committee, or
designated Exchange staff pursuant to delegated authority, may issue special
badges authorizing non-member employees of



                              Ch3 Exchange Halls
                              ------------------

members or member firms to perform the duties of a "Floor Clerk" as defined in
Regulation 301.05. Such authorization shall be for a specific period not to
exceed two weeks. The Member Firm Staff Services Department shall maintain
proper records of these authorizations.

When such non-member employees are Associated Persons, such authorization may be
granted for a specific period not to exceed three business days but only if the
employer demonstrates to the satisfaction of the Floor Conduct Committee, or
designated staff pursuant to delegated authority, that it temporarily lacks
enough available Floor Clerks to meet its business needs. No particular employee
can be so authorized for more than three days in any calendar month.  Applicants
for membership may be issued special badges by the Exchange Services Department
for a period of ten business days.  (08/01/94)

301.08    Trainee Non-Members - The Floor Conduct Committee, or designated
Exchange staff pursuant to delegated authority, shall, upon written request
signed by a member and directed to the Secretary, issue badges to trainee non-
member employees of members or member firms, authorizing admission of such
trainees to the Exchange Hall. Such authorization shall be limited to a thirty-
day period as to any trainee and no member or member firm shall be allowed to
have more than one trainee on the Exchange Floor at any one time. Trainees may
perform the duties of a "Floor Clerk" as defined in Regulation 301.05. The
member or member firm which is the employer of the trainee shall be responsible
for his conduct while he is on the Floor. The Member Firm Staff Services
Department shall maintain proper records of these authorizations. No member or
member firm shall use the provisions of this Regulation to avoid the purchase of
a membership. 1377 (08/01/94)

301.10    Twenty-Five Year Member - When a member who has been a member for
twenty-five years or more transfers his Membership privilege or delegates the
rights and privileges of his Membership under Rule 221.00, said member shall be
issued an Honorary Membership Badge by the Secretary's Office which will entitle
the former member to access to the Trading Floor (with the exception of the
Trading Pits), and to remain on the Association's mailing lists. 1379 (11/01/94)

301.11    AP - With the prior approval of the Floor Conduct Committee, or
designated Exchange staff pursuant to delegated authority, an Associated Person
and an applicant for membership may be admitted to the Floor of the Exchange for
the limited purpose of observing various Floor activities of the members and
other privileged non-members who have been allowed access to the Floor. Such
admittance shall be limited to a period of two weeks (ten business days). 1380
(08/01/94)

301.12    Membership Floor Access Badges - Any member, membership interest
holder or delegate whose floor access trading privileges have been revoked,
suspended or lawfully discontinued for any reason must return the floor access
membership badge and access card to the Member Services and Member Firm Staff
Services Department within 30 days from the termination of floor access
privileges. Any failure to comply with this Regulation will be referred to the
Floor Conduct Committee.

Willful possession of a membership floor access badge or access cards by anyone
not then entitled to the privileges of that membership shall be an act
detrimental to the Association.  (09/01/00)

305.00    Exchange Floor Fines - (See 519.00) and (See 520.00A) (08/01/94)

310.00    Time and Place for Trading - Dealings upon the Exchange shall be
limited to the hours during which the Exchange is open for the transaction of
business, and no member shall make any transaction in securities with another
member except at the post designated for the particular security in which the
transaction is made and no member shall make any transaction for future delivery
of a commodity except in the pit assigned to trading in such commodity, except
as provided in Regulations 444.01, 444.03, and Chapter 9B. No member shall make,
in the rooms of the Association, a transaction with a non-member, in any
commodity or in any security admitted to dealing on the Exchange; but this
Regulation shall not apply to transactions with an employee of the Association
or of the Clearing House engaged in carrying out arrangements approved by the
Regulatory Compliance Committee to facilitate the borrowing and lending of
money. 258 (11/01/94)

310.01    Access to Trading Pit - Trading in any commodity or option thereon
shall be limited to an area specified by the Exchange Services Department. Non-
members shall not be authorized to enter the trading areas except as otherwise
provided in the Rules and Regulations. (08/01/94)



                              Ch3 Exchange Halls
                              ------------------

311.00    Hours for Trading - (See 1007.00) (08/01/94)

311.00A   Hours for Trading - Your Rules and Floor Committees have given careful
consideration to reports of trading outside of the hours prescribed and
recommend enforcement of Rule 1007.00. We feel that disciplinary action is
warranted on any infractions.

Strict observance of the above requires that after the closing bell no orders
should be transmitted to the Floor, nor should any orders be accepted by brokers
for filling, nor should any public wire orders be sent to the pit,-all such
being reported back to senders 'received too late, market closed.'

All members should caution clients who want orders filled on or near the close
to enter such orders to be filled 'about the close,' so that the broker may
handle them properly. On the last trading day of a current month it is essential
that all orders to close contracts reach the traders in sufficient time to
permit filling without congestion.

Members who trade the options underlying the Soybean Meal, Soybean Oil, Oat and
Silver Futures markets may enter futures orders during the respective futures
markets' "closing call rotations" providing that the futures orders are entered
for the purpose of hedging an option position. 13R (04/01/99)

312.01    Holidays - The following days are declared to be holidays, to wit: New
Year's Day (January 1), Martin Luther King, Jr. Day (3rd Monday in January),
Washington's Birthday (3rd Monday in February), Good Friday, Memorial Day (last
Monday in May), Independence Day (July 4), Labor Day (1st Monday in September),
Thanksgiving Day (4th Thursday in November) and Christmas Day (December 25).

When any such holidays fall on Sunday, the Monday next following shall be
considered such holiday. When any such holidays fall on Saturday, the Friday
immediately preceding shall be considered such holiday. 1937 (12/01/99)

313.00    Sundays or Holidays - When a contract in commodities matures on
Sunday, or on a holiday, performance thereof shall be made on the preceding
business day. 256 (08/01/94)



Ch3 Market Quotations

320.02    Wire and Other Connections - The privilege of telephonic or other wire
connection between the office of a member and the Exchange shall not be enjoyed
as a right of the member, but shall rest in the discretion of the Exchange.

The Exchange, in its discretion may grant or withhold such privilege from a
member, and, in its discretion, without being obliged to assign any reason or
cause for its action, may disconnect or cause to be disconnected any apparatus
or means for such communication or may deprive any member of the privilege of
using any public telephone or means of communication installed by the Exchange
for the use of members. This Regulation shall not apply to wire or other
connections relating to the Exchange's e-cbot system. 1031 (09/01/00)

320.03    Decisions of Exchange - Every decision of the Exchange, whereby a
member is deprived of any such privilege, shall be immediately posted upon the
bulletin board in the Exchange, and every member shall be deemed to have notice
thereof.

No member shall, after such notice shall have been posted directly or indirectly
furnish to the member named therein any facilities for communication between the
office of the member so named and the Floor of the Exchange or between the
office of the member so named and the office of any other member. 1032
(10/01/94)

320.04    Consent Required for Wires - No member shall establish or maintain
wire connection of any description whatsoever or permit wireless communication
between his office and the office of any nonmember corporation, firm, or
individual transacting a banking or brokerage business, without having first
obtained the approval of the Exchange therefor.

The applications for such connections or means of communication shall be in a
form prescribed by the Exchange.

The use of public telephone or telegraph service in such manner as to amount to
private connection shall be deemed to be within this Regulation. 1033
(08/01/94)

320.05    Registration with Exchange - Every such means of communication shall
be registered with the Exchange, together with the telegraphic, telephonic, or
wireless calls used in connection therewith; the Exchange may make such
requirements governing said matters as it shall deem necessary or desirable.
1034 (08/01/94)

320.06    Notice of Discontinuance of Communications - Notice of the
discontinuance of any such means of communication shall be promptly given to the
Exchange; and the Exchange shall have power, at any time in its discretion, to
order any such means of communication discontinued.

No such communication shall be other than by means of a wire or wireless system
approved by the Exchange. 1035 (08/01/94)

320.07A   Telephones - Exchange policy permits direct telephone communications
to the Trading Floor from the members or member firms to the table or booth of a
clearing member on the Trading Floor. 34R (08/01/94)

320.08    Conduct of Private Offices - The Exchange is empowered to examine into
the conduct of all private offices or places of business receiving the
continuous market quotations of the Association, and, in such places where the
Exchange shall deem the continuance of such service detrimental to the best
interests of this Association, the Exchange shall forthwith order a
discontinuance of the quotations and shall report the facts immediately to the
Finance Committee, which shall take whatever further action is necessary to
uphold the good name and dignity of this Association. 1040 (08/01/94)

320.09    Telephone Wires and Television - No member of this Association shall,
by messenger, signal, telephone, telegraph, or any other means whatsoever,
convey or transmit continuously the market quotations from the Floor of the
Exchange to any person, firm, or corporation located off the Floor of the
Exchange, except with the permission and pursuant to the requirements of the
Exchange. This does not prohibit ordinary conversation where dissemination of
quotations is not contemplated.



                              Ch3 Market Quotations
                              ---------------------

Such permission for telephone wires, if granted, shall be subject to charges as
prescribed by Regulation 320.13. Such permission for closed-circuit television,
if granted, shall be subject to charges as may be prescribed by the Finance
Committee. 1041 (08/01/94)

320.12    Radio Broadcasting   -

(a) No member, firm, corporation or employee thereof shall transmit, by any kind
    of radio service, any market quotations, either securities, futures, cash
    grain on spot or to arrive, or any market information or gossip without the
    approval of the Exchange.

(b) No quotations except those prevailing at the opening of the market; and at
    each thirty minutes thereafter; and at the close of the market, may be used
    for broadcasting.

(c) Radio broadcasting stations must name the periods at which the quotations
    prevailed and designate them as furnished by the Board of Trade of the City
    of Chicago.

(d) No member, firm, corporation, or employee thereof shall in any manner claim
    or be given credit for furnishing information for radio service, except as
    provided in section (c) of this Regulation.

(e) Upon application, the Exchange may grant permission to individuals, firms,
    corporations, or employees thereof, to furnish the quotations of this
    Association to radio stations. The name of the individual, firm,
    corporation, or employees thereof, may be mentioned at the beginning and at
    the end of each period at which quotations are broadcast. In case there is
    more than one request to furnish this service at any location, the Exchange
    may divide the time equally upon a yearly basis. 1044 (08/01/94)

320.13    Commodity and Commodity Option Quotations - The transmission by
private wire or other means of market quotations of any commodity or commodity
option made on the Exchange shall be subject to the approval and control of the
Exchange. Such quotations shall include all bids, asks, and market prices of any
commodity or commodity option traded on the Exchange each business day between
the opening of trading in such commodity or option and until thirty minutes
after the close of such trading. Such quotations constitute valuable property of
the Board of Trade which are not within the public domain. The transmission and
receipt of such quotations shall be subject to such conditions, including the
payment of applicable fees, as the Exchange shall impose. Failure to comply with
such conditions shall subject any member receiving or distributing such
quotations to disciplinary action including suspension from the Association.
(08/01/94)

320.14    Transactions Made at other than Current Market - Transactions made at
a price above that at which the same futures contract or options series is
offered, or below that at which such futures or options contract is bid, are not
made at the current market price for such futures or options contracts and shall
be disallowed by the action of any two members of the relevant Pit Committee. If
so disallowed, such transactions shall not be reported or recorded by the
Exchange or, if already reported, shall be cancelled. A determination on whether
a price(s) should be disallowed must be made within 10 minutes after the Pit
Committee has been notified that the price has been called into question,
otherwise the quote(s) in question must stand. A determination pursuant to this
Regulation to disallow a transaction shall be final. (05/01/97)

320.15    Market Quotations - The reporter in each pit shall be the judge of
what constitutes a proper range of quotations to be sent out, subject to the
supervision of the Pit Committee in the respective pits.

Quotations sent out must be based on transactions made in the open market. The
term "open market" means a bid or an offer openly and audibly made by a public
outcry and in such a manner as to be open to all members in the pit at the time.

It is not permissible for members to reform a trade by changing the price at
which orders have been filled, nor to report as filled orders that have not been
filled. Any quotations based on a transaction made in the open market, already
distributed or sent out over the wire, shall not be cancelled except as provided
by Regulations 320.17, 320.18 and 320.14. (08/01/94)

320.16    Fast Quotations - Whenever price fluctuations in the pit(s) are rapid
and the volume of business is large, the pit reporter, upon authorization of the
Pit Committee Chairman or his designated representative from the Pit Committee,
shall cause the "FAST" symbol to be used in conjunction with



                              Ch3 Market Quotations
                              ---------------------

all Exchange quotation displays and records. (The "FAST" symbol shall be
abbreviated "F" when used on Exchange quotation and display devices.) The Pit
Committee shall determine at what time "FAST" market conditions began and
terminated. When a market is designated "FAST", the Pit Reporter shall endeavor
to activate a "FAST" market indicator clearly visible to the entire trading
floor.

All prices in the range between those quoted immediately prior to and
immediately following the "FAST" market designation are considered officially
quoted whether or not such prices actually appear as trades on Exchange
quotation displays and records. There shall be no discontinuances.

The consequence of "FAST" market conditions is that a penetrated limit order may
not be able to be executed at the specified limit price.

In the event that a dispute arises concerning the execution of an order, the
fact that a market was designated "FAST" shall constitute evidence that market
conditions were rapid and volatile.  A "FAST" designation does not nullify or
reduce the obligations of the floor broker to execute orders with due diligence
according to the terms of the order.  Trading activities which violate the Rules
and Regulations of the Exchange remain violations under "FAST" market
conditions. (08/01/94)

320.17    Authority of Pit Committees over Quotation Changes and Insertions   -

(a) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may change an opening range only within 30 minutes after the opening of the
    commodity.

(b) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may change a closing range only within 15 minutes after the closing of the
    commodity.

(c) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may authorize the insertion of a quotation which affects a high or low at
    any time prior to 15 minutes after the closing of the commodity.

(d) The Pit Committee Chairmen, Vice Chairmen or their Pit Committee designees
    may authorize any quotation change or insertion which does not affect an
    open, high, low or close at any time prior to the opening of the commodity
    on the next business day.

No Pit Committee member may authorize any quotation change, insertion or
cancellation, if such individual has a personal or financial interest in such
change, insertion or cancellation.

All quotation changes, insertions, or cancellations must be authorized by at
least two Pit Committee members.  However, if there is only one Pit Committee
member who does not have a personal or financial interest in a change, insertion
or cancellation, that one Pit Committee member may authorize such change,
insertion or cancellation.

When a Pit Committee member is requested to authorize a quotation change,
insertion or cancellation, the relevant pit shall be notified of such request.
1037 (09/01/96)

320.17A   Authority of Pit Committees over Quotation Changes and Insertions -
Silver:

In respect to Quotation Changes and Insertions under Regulation 320.17 the Pit
Committee may change a closing range only within 20 minutes after the close of
Silver and may authorize the insertion of a quotation which affects a high and
low at any time prior to 20 minutes after the close of Silver. (08/01/94)

320.17B   Authority of Pit Committees over Quotation Changes and Insertions -
Futures Options (Puts and Calls) - In respect to Quotation Changes and
Insertions under Regulation 320.17, the Pit Committee may change a closing range
only within 30 minutes after the close of each Futures Options contract (Puts
and Calls) and may authorize the insertion of a quotation which affects a high
and low at any time prior to 30 minutes after the close of each Futures Options
contract (Puts and Calls). (08/01/94)

320.18    Authority of the Market Report Department and the Regulatory
Compliance Committee over Quotation Changes and Insertions -

(a) The Market Report Department may review and authorize any request for a
    quotation change or insertion which does not affect an open, high, low or
    close and which was not reviewed by the Pit Committee.



                              Ch3 Market Quotations
                              ---------------------

(b) The Market Report Department may review and make recommendations to the
    Regulatory Compliance Committee on all requests for quotation changes and
    insertions which affect an open, high, low or close and are not encompassed
    by Regulation 320.17. The final disposition of such requests will be left to
    the Regulatory Compliance Committee. 1038 (09/01/94)

320.19    Opening and Closing Orders - For open outcry Regular Trading Hours,
orders entered prior to or on the opening (or resumption) of the market, as
applicable and orders effected by such opening (or resumption) orders, as
applicable shall not be required to be executed at a specified price due to the
unique and rapid market conditions existing during an opening or a resumption.
Similarly, orders entered for execution on the close of the market and orders
effected by such closing orders shall not be required to be executed at a
specific price due to the unique and rapid market conditions existing during a
close.


If stop orders are elected within the opening or resumption range, floor brokers
who are unable to execute those orders within the opening or resumption range,
as applicable, while diligently acting in conformity with the rules and
regulations of the Association, shall not be held liable.  Stop orders elected
during the opening (or resumption) range automatically become market orders and
should be executed at the prevailing market, which may or may not be within the
opening (or resumption) range.  If stop orders are elected within the closing
range, floor brokers who are unable to execute such orders, while diligently
acting in conformity with the rules and regulations of the Association, shall
not be held liable. (09/01/98)

321.00    Price Limits - The Regulatory Compliance Committee at any time, upon
ten hours' notice by Regulation, may provide that there shall be no trading
during any day in any grain, provisions, or cottonseed oil for delivery in any
specified month at prices more than a fixed limit above or below the average
closing price of the preceding business day. 83 (C.R. 1008.01) (08/01/94)



Ch3 Market Information

325.02   Foreign Crop Reports - When a member, employing a crop reporter,
receives from the reporter a statement concerning foreign crop conditions to
which publicity is given, the member shall file immediately a verbatim copy of
the report in the office of the Secretary. 1802

(08/01/94)



Ch3 Floor Practices

330.00    Floor Brokers - A member, who executes orders for another member and
who is not a member of the Clearing House, must immediately give up the name of
a clearing member. A floor broker trading for a member shall be liable as
principal for the performance of the contract except that in the case of
commodities his liability shall terminate when the transaction is accepted by
the principal. 200 (08/01/94)

330.00A   Brokers and Clearing Members - Trades between members of the Clearing
House must be confirmed within one hour by depositing at the office of the
Clearing House a check slip or memorandum giving the name of the buyer and
seller, the commodity sold, the amount thereof, the delivery month, and the
purchase price. 4R (08/01/94)

330.01    Floor Broker and Floor Trader Registration - No member may execute any
trade on the floor of the Exchange for any other person unless the member is
registered or has been granted a temporary license as a floor broker, nor may a
member execute any trades on the floor of the Exchange for his or her own
account unless the member is registered or has been granted a temporary license
as a floor trader, or has been granted a temporary license as a floor broker to
act as a floor trader, in accordance with Section 4f of the Commodity Exchange
Act and Commodity Futures Trading Commission Regulations 3.11 and 3.40, and such
temporary license or registration has not been terminated, revoked or withdrawn.

A floor broker or floor trader shall be prohibited from engaging in any
activities requiring registration, or from representing himself to be registered
or the representative or agent of any registrant, during the period of any
suspension of registration or membership privileges or the denial of floor
access.  Willful failure to comply with this Regulation may be deemed an act
detrimental to the interest of the Association. (08/01/94)

330.02    Maintenance of Floor Broker and Floor Trader Registration - Each
member registered as a floor broker or floor trader must promptly submit to the
Exchange any changes in the information contained in such member's registration
application (Form 8-R) or any supplement thereto. All floor brokers and floor
traders must review their registration information every three years in
accordance with Commodity Futures Trading Commission ("CFTC") Regulation
3.11(d). Additionally, the Exchange shall periodically require such members to
confirm that their floor broker registration applications contain complete and
accurate information.

Requests for withdrawal of floor broker or floor trader registration must be
made on Form 8-W and filed with the National Futures Association and the
Association in accordance with CFTC Regulation 3.33.

All registered floor brokers and floor traders periodically must attend ethics
training in accordance with the guidelines set forth in CFTC Regulation 3.34.
(08/01/94)

330.03    Broker Associations - Two or more Exchange members with floor trading
privileges, of whom at least one is acting as a floor broker, shall be required
to register with the Exchange as a Broker Association, within ten days after
establishment of the Broker Association, if they: (1) engage in floor brokerage
activity on behalf of the same employer, (2) have an employer and employee
relationship which relates to floor brokerage activity, (3) share profits and
losses associated with their brokerage or trading activity, or (4) regularly
share a deck of orders.

The Broker Association shall file its registration statement in a form provided
by the Exchange.  Such registration statement shall specifically disclose
whether the members of the broker association share commissions, profits, losses
or expenses associated with their brokerage or trading activity with each other
or with any other individual or entity.  In addition, such registration
statement shall disclose whether or not the members of the broker association
have any other business relationships with one another, whether related or
unrelated to Exchange business.  Members of the broker association shall be
required to provide information regarding such other business relationships,
including books and records relating to such businesses, upon the request of
OIA.  Any registration information provided to the Exchange which becomes
deficient or inaccurate must be updated or corrected promptly.

A member of a Broker Association shall be prohibited from receiving or executing
an order unless the Broker Association is registered with the Exchange.



                              Ch3 Floor Practices
                              -------------------

Members of a broker association may not share profits or losses associated with
their personal trading activity by direct or indirect means.

No registered broker association or member thereof shall permit a non-member or
non-member firm to have any direct or indirect profit or ownership interest in a
registered broker association.  Moreover, no registered broker association or
member thereof shall permit a member who is not involved in the pre-execution or
execution of customer orders to have any direct or indirect profit or ownership
interest in a registered broker association.

The Board may establish limits on the percentage of trading between a member of
a broker association and (1) other members of broker associations with which he
is affiliated; or (2) members of other broker associations which are positioned
contiguously to his broker association in the trading pit.

Any such limits established by the Board shall take account of liquidity and
such other conditions, from contract to contract, and shall only apply to the
most active month or months of any contract.  Compliance shall be measured
separately for each full calendar month.

The Regulatory Compliance Committee may grant exceptions to the percentage
limits on intra-association  or contiguous association trading in circumstances
where a broker association can demonstrate that compliance with the limits may
reduce liquidity or impede the creation of new business in the affected market.
(04/01/98)

330.04    Registration of Members Trading in U.S. Treasury Bond Futures - Each
Exchange member with floor trading privileges who customarily stands on the top
step of the U.S. Treasury Bond futures pit shall be required to register with
the Exchange, identifying his affiliation, location and occupation or duties.
Such individuals shall file their registration statements in a form provided by
the Exchange. Any registration information provided to the Exchange which
becomes deficient or inaccurate must be updated or corrected promptly.
(09/01/94)

331.01    Price of Execution Binding - The price at which an order for
commodities is executed on the Exchange shall be binding notwithstanding the
fact that an erroneous report in respect thereto may have been rendered. A
member shall not guarantee the price of execution to any customer, but a floor
broker's or clearing firm's error in handling a customer order may be resolved
by a monetary adjustment in accordance with Regulation 350.04. 1841 (09/01/94)

331.01a   Acceptable Orders - Market orders to buy or sell, closing orders to
buy or sell, spread orders, straight limit orders to buy or sell, and straight
stop orders to buy or sell shall be permitted during the last day of trading in
an expiring future. Time orders, contingency orders of all kinds, market on
close intermonth spread orders involving an expiring future and cancellations
that reach the Trading Floor after 11:45 a.m. on the last day of trading in an
expiring future may involve extraordinary problems and hence will be accepted
solely at the risk of the customer. This Regulation shall only apply to open
outcry Regular Trading hours. 32R (09/01/98)

331.02    Acceptable Orders - The following orders are acceptable for execution
in this market.

(1). Market order to buy or sell - A market order is an order to buy or sell a
     stated amount of commodity futures contracts at the best price obtainable.

(2). Closing orders to buy or sell - A closing order to buy or sell is a market
     order which is to be executed at or as near the close as practicable or on
     the closing call in a call market.

(3). Limit order to buy or sell - A limit order is an order to buy or sell a
     stated amount of commodity futures contracts at a specified price, or at a
     better price, if obtainable.

(4). Stop order to buy or sell - A stop order to buy becomes a market order when
     the stop price is bid or a transaction in the commodity futures contracts
     occurs at or above the stop price. A stop order to sell becomes a market
     order when the stop price is offered or a transaction in the commodity
     futures contract occurs at or below the stop price.

(5). Stop limit order to buy or sell (where the price of the limit is the same
     as the stop price only) - A stop limit order to sell becomes a limit order
     executable at the limit price or at a better price, if obtainable when a
     transaction in the commodity futures contract is offered or occurs at or
     below the stop price. A stop limit order to buy becomes a limit order
     executable at the limit price or at a



                              Ch3 Floor Practices
                              -------------------

     better price, if obtainable when a transaction in the commodity futures
     contract is bid or occurs at or above the stop price.

(6). DRT ("Disregard Tape" or "Not Held") Order - An order giving the floor
     broker complete discretion over price and time in execution of a trade,
     including discretion to execute all, some or none of the order.  It is
     understood the floor broker accepts such an order solely at the risk of the
     customer on a "not held" basis.

(7). All-Or-None order to buy or sell - An order to be executed only for its
     entire quantity at a single price and with a size at or above a
     predetermined threshold.  Such orders must be executed in accordance with
     Regulation 331.03.

Orders other than those listed above will be accepted solely at the broker's
discretion on a not held basis. This Regulation shall only apply to Regular and
Night trading hours. (07/01/00)

331.03  All-Or-None Transactions - Board of Directors shall determine the
minimum thresholds for and the commodities in which All-Or-None transactions
shall be permitted.  The following provisions shall apply to All-Or-None
trading:

(a)       A member may request an All-Or-None bid and/or offer for a specified
          quantity at or in excess of the applicable minimum threshold
          designated. The request shall be made during the hours of regular
          trading in the appropriate trading area.


(b)       A member may respond by quoting an All-Or-None bid or offer price. A
          bid or offer in response to an All-Or-None request shall be made only
          when it is the best bid or offer in response to such request, but such
          price need not be in line with the bids and offers currently being
          quoted in the regular market.


(c)       A member shall not execute any orders by means of an All-Or-None
          transaction unless the order includes specific instructions to execute
          an All-Or-None transaction or the All-Or-None bid offer is the best
          price available to satisfy the terms of the order.


(d)       An All-Or-None bid or offer may only be accepted by a single member
          for the total amount offered or bid. No partial fills are permitted.


(e)       The price at which an All-Or-None transaction is bid, offered or
          executed will not elect conditional orders (e.g., limit orders, stop
          orders, etc.) in the regular market or otherwise affect such orders.


(f)       All-Or-none transactions must be reported to the reporter in each pit
          who shall record the price quotes for All-Or-None transactions.


(g)       A member who has received both buying and selling All-Or-None orders
          from different account owners for the same commodity and the same
          delivery month, or, for options, the same option, may execute such
          orders for and directly between such account owners provided that the
          member shall first bid and offer openly and competitively by open
          outcry at the same price, stating the number of contracts. If neither
          the bid nor the offer is accepted within a reasonable time, the orders
          may then be matched by the member in the presence of a member of the
          Pit Committee. The member making the trade shall clearly identify it
          on the order or other document used to record the trade, shall note
          thereon the time of execution to the nearest minute, and shall present
          such record to such member of the Pit Committee for verification and
          initialing. Each such transaction shall be recorded by such Pit
          Committee member on a cross-trade form that shall show the trade data
          and be made a matter of permanent record by the Exchange. (07/01/00)



                              Ch3 Floor Practices
                              -------------------

331.04    Execution of Simultaneous Buy and Sell Orders for Different Account
Owners - A member who has received both buying and selling orders from different
account owners for the same commodity and the same delivery month or, for
options, the same option, may execute such orders for and directly between such
account owners provided that the member shall first bid and offer openly and
competitively by open outcry at the same price, stating the number of contracts.
If neither the bid nor the offer is accepted within a reasonable time, the
orders may then be matched by the member in the presence of a member of the Pit
Committee. If either the bid or the offer is accepted in part, the remainder of
the orders may be matched pursuant to the requirements of this Regulation. The
member making the trade shall clearly identify it on the order or other document
used to record the trade, shall note thereon the time of execution to the
nearest minute, and shall present such record to such member of the Pit
Committee for verification and initialing.

Each such transaction shall be recorded by such Pit Committee member on a cross-
trade form that shall show the trade data and be made a matter of permanent
record by the Exchange. (07/01/2000)


332.00    Orders Must Be Executed in The Public Market - All orders received by
any member of this Association, firm or corporation, doing business on Change,
to buy or sell for future delivery any of the commodities dealt in upon the
Floor of the Exchange (except when in exchange for cash property) must be
executed competitively by open outcry in the open market in the Exchange Hall
during the hours of regular trading and, except as specifically provided in
Regulations 331.03, 331.04 and 350.10 under no circumstances shall any member,
firm or corporation assume to have executed any of such orders or any portion
thereof by acting as agent for both buyer and seller either directly or
indirectly, in their own name or that of an employee, broker or other member of
the Association; provided, that on transactions where brokers as agents for
other members meet in the execution of orders in the open market and without
prearrangement unintentionally consummate a contract for the one and same
clearing member principal, such transactions shall not be considered in
violation of this Rule. 202A (07/01/00)

332.01    Open Market Execution Requirement - All futures transactions resulting
in change of ownership (except those involving the exchange of futures in cash
transactions) must be made in the open market in the manner prescribed by Rules
332.00 and 310.00. 1866 (08/01/94)

332.01A   Bidding and Offering Practices - Bidding and offering practices on the
Floor of the Exchange must at all times be conducive to competitive execution of
orders, as required by Rule 332.00. Bids or offers of 'all the way to,' 'all you
have up (or down) to, 'everything you have up (or down) to,' and similar
expressions, are not conducive to competitive execution of orders, and are
expressly deemed to be in violation of Rule 332.00. 47R (08/01/94)

332.01B   Conformation with Section 1.39 of The Commodity Exchange Act - The
Board of Directors at their regular meeting held on Tuesday, September 6th,
1955, ruled that inasmuch as the Chicago Board of Trade has no Rule that
conforms to Section 1.39 of the Commodity Exchange Act, Rule 332.00 of the
Board's Rules and Regulations prevails. 28R (08/01/94)


332.02    Trade Data - Each member executing transactions on the Floor of the
exchange shall enter or cause to be entered on the record of those transactions
an indicator designating the time bracket within the trading session in which
each execution occurred. Each clearing member shall enter only the bracket
information submitted to the clearing member by the member executing the trades
in the designated form on the record of transactions submitted to the Clearing
House. The brackets and their designations will be as follows:

                                                                                    
7:00-7:15 a.m.              A        11:30-11:45 a.m.         S           5:00-5:15 p.m.           A
--------------------------------------------------------------------------------------------------------
7:15-7:30 a.m.              B        11:45-12:00 noon         T           5:15-5:30 p.m.           B
--------------------------------------------------------------------------------------------------------
7:30-7:45 a.m.              C        12:00-12:15 p.m.         U           5:30-5:45 p.m.           C
--------------------------------------------------------------------------------------------------------
7:45-8:00 a.m.              D        12:15-12:30 p.m.         V           5:45-6:00 p.m.           D
--------------------------------------------------------------------------------------------------------
8:00-8:15 a.m.              E        12:30-12:45 p.m.         W           6:00-6:15 p.m.           E
--------------------------------------------------------------------------------------------------------
8:15-8:30 a.m.              F         12:45-1:00 p.m.         X           6:15-6:30 p.m.           F
--------------------------------------------------------------------------------------------------------
8:30-8:45 a.m.              G          1:00-1:15 p.m.         Y           6:30-6:45 p.m.           G
--------------------------------------------------------------------------------------------------------
8:45-9:00 a.m.              H          1:15-1:30 p.m.         Z           6:45-7:00 p.m.           H
--------------------------------------------------------------------------------------------------------





                             Ch3 Floor Practices
                             -------------------


--------------------------------------------------------------------------------------------------------
                                                                                  
   9:00-9:15 a.m.        I        1:30-1:45 p.m.           2          7:00-7:15 p.m.             I
--------------------------------------------------------------------------------------------------------
   9:15-9:30 a.m.        J        1:45-2:00 p.m.           3          7:15-7:30 p.m.             J
--------------------------------------------------------------------------------------------------------
   9:30-9:45 a.m.        K        2:00-2:15 p.m.           4          7:30-7:45 p.m.             K
--------------------------------------------------------------------------------------------------------
  9:45-10:00 a.m.        L        2:15-2:30 p.m.           5          7:45-8:00 p.m.             L
--------------------------------------------------------------------------------------------------------
 10:00-10:15 a.m.        M        2:30-2:45 p.m.           6          8:00-8:15 p.m.             M
--------------------------------------------------------------------------------------------------------
 10:15-10:30 a.m.        N        2:45-3:00 p.m.           7          8:15-8:30 p.m.             N
--------------------------------------------------------------------------------------------------------
 10:30-10:45 a.m.        O        3:00-3:15 p.m.           8          8:30-8:45 p.m.             O
--------------------------------------------------------------------------------------------------------
 10:45-11:00 a.m.        P        3:15-3:30 p.m.           9          8:45-9:00 p.m.             P
--------------------------------------------------------------------------------------------------------
 11:00-11:15 a.m.        Q                                            9:00-9:15 p.m.             Q
--------------------------------------------------------------------------------------------------------
 11:15-11:30 a.m.        R                                            9:15-9:30 p.m.             R
--------------------------------------------------------------------------------------------------------


The first time bracket in the trading session of each respective commodity will
be less than 15 minutes, as determined by the Regulatory Compliance Committee
for each particular contract, and will be designated by a "dollar" sign "$".

The last time bracket in the trading session of each respective commodity will
be one minute or less, as determined by the Regulatory Compliance Committee for
each particular contract, and will be designated by a "percent" sign "%";
provided however, that each respective contract market's close may be expanded
or reduced by an amount of time which shall not exceed one minute due to unique
market conditions on a particular trade date as determined in the discretion of
each commodity's Pit Committee; any closing period other than that established
by the Regulatory Compliance Committee shall be communicated to the market at
least five minutes prior to the commencement of the revised close for that date.

The modified closing call in the trading session of each respective commodity
will be designated by a "pound" sign "#".

If the member executing the trades does not submit a bracket designation to the
clearing member, the clearing member shall enter "?" as the bracket designation
when submitting the record of such transaction to the Clearing House. 1979
(09/01/94)

332.03    Lost Orders - Any broker who has reason to believe that an order has
been lost or misplaced, shall immediately notify the Secretary of the Exchange,
who shall thereupon have the matter investigated. (08/01/94)

332.04    Records of Floor Traders - Each member executing transactions on the
Floor of the Exchange for his or her personal account [Type 1 trades as defined
in CFTC Regulation 1.35(e)] must execute such transactions on the Floor of the
Exchange using pre-printed sequentially pre-numbered trading cards. A new
trading card must be used at the beginning of each time bracket as designated in
Regulation 332.02.

Each member must record the transactions in exact chronological order of
execution on sequential lines of the trading card (no lines may be skipped).
Provided, however, that if lines remain after the last execution recorded on a
trading card, the remaining lines must be marked through.  All transactions
which are recorded on a single trading card must be recorded on the same side of
such trading card.  No more than six transactions may be recorded on each
trading card.

The trading cards must contain pre-printed member identification which will
include, but will not be limited to, the trading acronym and the full name of
the member.  The trading cards must also contain preprinted bracket
designations. (01/01/96)

332.041   Accountability of Trading Cards - Each member executing transactions
on the Floor of the Exchange, and his clearing member(s), shall establish and
maintain procedures that will assure the complete accountability of all pre-
printed sequentially pre-numbered trading cards used by such member on a daily
basis. Such trading cards must be distinguishable from other trading cards used
by the member during a one week period. (08/01/94)

332.05    Card Collection - At such times and in such manner as designated by
the Regulatory Compliance Committee, each member shall provide his clearing
member with trading documents which are relied upon for transactional
information necessary for submission to the clearing system



                              Ch3 Floor Practices
                              -------------------

containing those trades that have been executed thus far during that day.
Trading documents include trading cards of members' personal and proprietary
trades, trading cards of one member reflecting trades of another member (CTI 3
pursuant to CFTC Regulation 1.35 (e)) and floor order tickets.

A member may correct any errors on trading documents by crossing out erroneous
information without obliterating or otherwise making illegible any of the
originally recorded information.  Alternatively, with regard to trading cards
only, a member may correct any errors by rewriting the trading card.  However,
if a trading card is rewritten to correct erroneous information, the member
shall provide his clearing member with the top ply of the original trading card,
or in the absence of plies, the original trading card, which has been
subsequently rewritten, in accordance with the same collection schedule
designated by the Regulatory Compliance Committee for trading documents relied
upon for clearing purposes.

Following the collection of the above-stated documents, the clearing member
shall ensure that all such documents receive an Exchange-designated time stamp
upon collection. (12/01/96)

332.06    Records of Proprietary Orders - Immediately upon receipt on the Floor
of the Exchange of an order from a proprietary or house account (Type 2 trades
as defined in CFTC Regulation 1.35(e)) each member or registered eligible
business organization shall prepare a written record of the order. It shall be
dated and time stamped when the order is received and shall show the account
designation.

Such written records of proprietary orders of both clearing and non-clearing
member firms need not be prepared if the members executing such transactions on
the Floor of the Exchange are employed by such member firms and meet the
recordkeeping requirements set forth in Regulation 332.04.  However, such
members must register with the Exchange and may not trade for their personal
accounts.  The executing members may record proprietary orders in this manner if
they have initiated such orders, or if their employing firm has placed
proprietary orders with them for execution. (10/01/00)

332.07    Accountability of Trading Documents - A member is accountable for all
documents used in the execution of trades, including trading cards used for his
personal account and other documents used by the member in the execution of
trades made for others.

Floor brokers who record flashed order executions on broker cards must record on
the broker card, the corresponding clearing firm number and order ticket number
for every flashed order execution.  In addition, floor brokers who record
flashed order executions on broker cards must use non-erasable ink and may
correct any errors by crossing out the erroneous information without
obliterating or otherwise making illegible any of the originally recorded
information. (12/01/96)

332.08    CTR Recordkeeping and Data Entry Requirements - Pursuant to
Regulations 332.02, 332.04, 332.041, 332.05, 332.06 and 332.07 and 332.09, each
member and member firm shall keep, in an accurate and complete manner, all books
and records required to be made or maintained under the Rules and Regulations
regarding submission of data to the Exchange or the Clearing Corporation for CTR
purposes. All trade data submissions must be done in a correct and timely
manner.

Trade data includes, but is not limited to, the time bracket, executing broker,
opposite broker, transaction type, customer type indicator ("CTI") code [as
defined in CFTC Regulation 1.35 (e)], trade timing and trade sequencing
information.

If the member executing the trade does not provide the required data to the
clearing member, the clearing member shall enter "?" as the designation when
submitting the record of such transaction to the Clearing House. If the trade
cannot clear without the specific information, it is the clearing firm's
obligation to enter a "?" designation and to obtain promptly from the member who
executed the trade the complete and correct information concerning the trade.
(08/01/94)

332.09    Member Trading for Another Member on the Trading Floor -

(a) At the time of execution, every order, which is not reduced to writing, that
    a member receives from another member who is present on the trading floor
    must be recorded. The member executing the order must record the time of
    execution to the nearest minute on the trading card or other document used
    to record the trade and must return this card or document to the initiating
    member.

    A member placing a verbal order, except for orders involving options-futures
    combinations and other spread trades where the initiating member personally
    executes at least one leg of the spread,



                              Ch3 Floor Practices
                              -------------------

    shall simultaneously make a written record of the order and record the time
    of placement to the nearest minute. The order and the time shall be recorded
    on the member's trading card, which shall be in sequence with other trading
    cards used by that member. The trading card used to record the placement of
    the verbal order and the trading card or document used to record the
    execution of the order must be submitted together to the clearing member by
    the member placing the order or designated representative in accordance with
    the collection schedule established by the Exchange.

(b) Every written order that is initiated by a member for his own account while
    on the Exchange floor must be dated and time stamped upon transmission for
    execution, and when returned or, in the case of an arbitrage or a flashed
    transaction, when confirmed or cancelled. (08/01/94)

332.10    Prohibition of Trading or Placing Verbal or Flashed Orders from the
Clerks Step in Financial Futures and Options Contracts - Any Exchange member who
performs the functions of a floor clerk or broker assistant who also stands in
the area designated for broker assistants in any financial future or option pit
which is clearly defined as the area behind the top step is prohibited from
placing verbal orders or flashed orders for his personal account while standing
in that location. Such members are also prohibited from executing trades while
standing in this location. For the purposes of this Regulation, trading is
defined as executing trades for one's personal account, an account of another
member or a customer. Such members may only enter orders for their personal
accounts by placing such orders through the normal customer order flow process
which requires that the member leave the pit to place an order. (07/01/97)

333.00    Trades of Non-Clearing Members -

(a) PRIMARY CLEARING MEMBER. Each non-clearing member who executes trades on
    Change must have one and only one Primary Clearing Member who will accept
    and clear the member's personal trades. A written authorization must be on
    file with the Member Services Department authorizing such non-clearing
    member, without qualification, to submit trades through such Primary
    Clearing Member, and designating such clearing member as the non-clearing
    member's Primary Clearing Member. Such Primary Clearing Member acts as
    Commission merchant for the non-clearing member. Such Primary Clearing
    Member, acting as commission merchant, shall be liable upon all trades made
    by the non-clearing member for the account of the Primary Clearing Member
    (unless authorization is revoked as provided in (c) below) and shall be a
    party to all disputes arising from trades between the authorized non-
    clearing member and another member or member firm made for the account of
    the Primary Clearing Member.

(b) OTHER CLEARING MEMBERS.  A non-clearing member may have one or more clearing
    members, in addition to his Primary Clearing Member, through whom he may
    also clear his trades, provided he has written permission to do so from his
    Primary Clearing Member. However, as provided in Rule 252.00, such clearing
    member's claims shall be subordinated to the claims of the Primary Clearing
    Member(s). Such written permission of the Primary Clearing Member must be
    filed with the Member Services Department. Written authorization from the
    other clearing member, authorizing the nonclearing member to make trades  on
    Change for the account of the clearing member, must also be filed with the
    Member Services Department. Thereafter, such clearing member acting as
    commission merchant, shall be liable upon all trades made by the non-
    clearing member for the account of the clearing member (unless authorization
    is revoked as provided for in (c) below) and shall be a party to all
    disputes arising from trades between the authorized non-clearing member and
    another member or member firm made for the account of the clearing member.
    Notwithstanding the above, a non-clearing member may only obtain clearing
    authorization for transactions entered through the e-cbot system from a
    single clearing member in accordance with 9B.08.

(c) REVOCATION OF AUTHORIZATION. A revocation of authorization, either by a
    Primary Clearing Member or another clearing member, must, to be effective,
    be in writing and be posted by the Secretary upon the bulletin board of the
    Exchange. A non-clearing member whose Primary Clearing Member has revoked
    authorization shall be denied access to the Floor until another clearing
    member has designated itself as the non-clearing member's Primary Clearing
    Member, pursuant to (a) above. Revocation of a non-clearing member's
    authorization to execute transactions through the e-cbot system shall be in
    accordance with 9B.08.



                              Ch3 Floor Practices
                              -------------------

(d) The non-clearing member will not be permitted to submit a new primary
    clearing member authorization or clear trades through a new primary clearing
    member until such time as the former primary clearing member files a release
    with the Member Services Department. A primary clearing member who has
    revoked primary clearing member status to a non-clearing member must give
    the non-clearing member release upon the non-clearing member's request when
    the non-clearing member has obtained a new primary clearing member unless
    (1) the non-clearing member has current debts related to the conduct of
    business as a broker, trader or commission merchant at the primary clearing
    member equal to or greater than the amount specified in Rule 286.00; or (2)
    the clearing member is the guarantor under an existing valid guarantee of a
    loan which had been made to the non-clearing member exclusively for the
    purpose of financing the purchase of the non-clearing member's membership,
    such guarantee in an amount equal to or greater than the amount specified in
    Rule 286.00.

(e) PRIORITY OF DEBTS FOR PURPOSES OF RULE 252.00. Upon transfer of the non-
    clearing member's membership, any indebtedness owed to a former Primary
    Clearing Member at the time of revocation which was incurred subsequent to
    authorization and which continues to be owed such former Primary Clearing
    Member(s) shall be paid in the chronological order of revocation (oldest
    debt first), in the manner and to the extent allowed under Rule 252.00. 204
    (09/01/00)

333.01    Error Accounts -

(a) Each non-clearing member who acts as a floor broker or is registered with
    the Commodity Futures Trading Commission or a registered futures association
    as a floor broker (i) shall maintain a personal account with his Primary
    Clearing Member into which he places brokerage errors; (ii) may maintain
    personal error accounts at one or more secondary clearing members, in
    addition to his Primary Clearing Member, provided he has written permission
    to do so from his Primary Clearing Member on file with Member Services
    Department.

(b) Each clearing member who carries an error account agrees to accept and clear
    the broker's trades involving brokerage errors. A written authorization must
    be filed with the Member Services Department authorizing the broker, without
    qualification, to submit trades involving brokerage errors through such
    clearing member. Such clearing member shall be liable upon all trades
    involving brokerage errors that are submitted to the error account (unless
    authorization is revoked as provided herein) and shall be a party to all
    disputes involving trades between the broker, in his capacity as a broker,
    and another member or member firm that may ultimately be submitted to the
    error account. Revocation of authorization granted pursuant to this
    Regulation must be filed in writing with the Member Services Department and
    will become effective when written notice thereof is posted on the Exchange
    bulletin board by the Secretary. (08/01/94)

333.02    Primary Clearing Members' Membership File Review - Before a clearing
member grants Primary Clearing Member authorization to any individual pursuant
to Rule 333.00 a duly authorized representative of such clearing member must:

a)  review such individual's membership file as maintained by the Association;
    and

b)  confirm, in writing, to the Department of Member Services of the
    Association, that this review was conducted.

The written confirmation referenced above will be on a form prescribed by the
Association and will be retained by the Association in the applicable individual
membership file. (08/01/94)

333.03    Funds in Trading Accounts Carried by Clearing Members - The following
shall apply to trading accounts which are carried for non-clearing members by
clearing members pursuant to Rule 333.00:

(a) If a non-clearing member trades in excess of written limits prescribed by
    the carrying clearing member, and/or if the non-clearing member is alleged
    to have engaged in reckless and unbusinesslike dealing inconsistent with
    just and equitable principles of trade, the disposition of any and all funds
    in the applicable trading accounts(s) may be suspended by the carrying
    clearing member, or by the Association through the Board of Directors,
    Executive Committee, Floor Governors Committee or Arbitration Executive
    Committee pending a determination by the Arbitration Committee regarding the
    appropriateness of the non-clearing member's conduct.



                              Ch3 Floor Practices
                              -------------------

    Any Arbitration Committee decision to release trading account funds to the
    non-clearing member shall include the payment of interest by the clearing
    member to the non-clearing member as determined by the Arbitration
    Committee.

(b) Either the carrying clearing member or the Association may direct that the
    disposition of trading account funds be suspended pursuant to subparagraph
    a) of this regulation.  However, if such suspension is initiated by the
    clearing member the suspension will be subject to review within one business
    day by the Board or one of the Committees designated in paragraph (a).  The
    purpose of this review will be determine if sufficient grounds exist to
    warrant continuation of the suspension pending a final determination by the
    Arbitration Committee.  Association proceedings in this regard will be
    conducted in accordance with Regulation 540.60 "Procedures for Member
    Responsibility Actions". (05/01/94)

334.00    Trades of Non-Clearing Members - (See 431.00) (08/01/94)

335.00    Bids and Offers in Commodities Subject to First Acceptance - Any offer
made on Change to buy or sell any commodity for future delivery is subject to
immediate acceptance by any other member. All such offers shall be general
offers and shall not be specified for acceptance by particular members. 254
(08/01/94)

336.00    Bids and Offers in Commodities Subject to Partial Acceptance - If an
offer is made on Change (the Exchange) to buy or sell any specified quantity of
any commodity for future delivery, such offer shall be deemed an offer to buy or
sell all or any part of such specified quantity and, if not immediately accepted
for the entire quantity, it may be accepted for a quantity less than specified.
Orders or offers to buy or sell a specified quantity or none shall not be
allowed, except as specifically provided in Regulation 331.03. 255 (07/01/00)

336.01    Guaranteeing Terms of Execution - Any member or member firm who
receives an order to buy or sell a futures contract or option on a futures
contract for execution on the Exchange is prohibited from directly or indirectly
guaranteeing the execution of the order or any of its terms such as the quantity
or price. A member may only report an execution that has occurred as a result of
open outcry or has been effected through an Exchange approved automated order
entry facility.

This regulation shall not be construed to prevent a member or member firm from
assuming or sharing in the losses resulting from an error or mishandling of an
order. (08/01/94)

337.01    Orders Involving Cancellations Accepted on a 'Not Held' Basis - All
orders involving cancellations that reach the Trading Floor 10 minutes or less
before the opening or resumption of the market, as applicable and all orders
involving cancellations that reach the Trading Floor 10 minutes or less before
the close of the market may involve extraordinary problems and hence will be
accepted solely at the risk of the customer on a 'not held' basis.


All orders must be received by the floor broker within a reasonable time prior
to the opening, the resumption or the close of the market, as applicable. Such
other orders not received by the floor broker within a reasonable time prior to
the opening, the resumption or the close of the market will be accepted solely
at the risk of the customer on a 'not held' basis. 1847 (09/01/98)

350.00    Trade Checking Penalties - (See 563.00) (08/01/94)

350.01    Failure to Check Trades - If any member, firm or corporation is unable
with diligent effort to check any future delivery transaction made with another
member, firm or corporation, then such transaction shall be closed out for the
account of whom it may concern by the member, firm or corporation claiming the
contract at the earliest reasonable opportunity in order to establish any claim
for loss because of such failure to check by the other party to the contract.
1811 (08/01/94)

350.02    Responsibility For Customer Orders - A floor broker or clearing member
shall exercise due diligence in the handling and execution of customer orders.
The Exchange's Arbitration Committee is authorized to determine whether a broker
or clearing firm fulfilled their obligations and whether an adjustment is due to
the customer. The Committee may consider the nature of the order and existing
market conditions, including the existence of a "FAST" market, at the time the
broker or clearing member acted or failed to act. However, a "FAST" designation
does not nullify or reduce the



                              Ch3 Floor Practices
                              -------------------

obligations of the floor broker to execute orders with due diligence according
to the terms of the order.

Except in instances where there has been a finding of willful or wanton
misconduct, in which case the party found to have engaged in such conduct cannot
avail itself of the protections in this provision, neither floor brokers nor
member firms, or other persons acting as agents nor any of their officers,
directors or employees, shall be liable for any loss, damage or cost (including
attorney's fees and court costs), whether direct, indirect, special, incidental,
consequential, lost profits or otherwise of any kind, regardless or whether any
of them has been advised or is otherwise aware of the possibility of such
damages, arising out of the use or performance of the CBOT's Electronic Order
Routing System, any component(s) thereof, or any fault, failure, malfunction or
other alleged defect in the Electronic Order Routing System, including any
inability to enter or cancel orders, or any fault in delivery, delay, omission,
suspension, inaccuracy or termination, or any other cause in connection with the
furnishing, performance, maintenance, use of or inability to use all or any part
of the Electronic Order Routing System, including but not limited to, any
failure or delay in transmission of orders or loss of orders resulting from
malfunction of the Electronic Order Routing System, disruption of common carrier
lines, loss of power, acts or failures to act of any third party, natural
disasters or any and all other causes.

The foregoing shall apply regardless of whether a claim arises in contract,
tort, negligence, strict liability or otherwise.  The foregoing limitations are
cumulative and shall not limit or restrict the applicability or any other
limitation or any rule, regulation or bylaw of the Exchange or the Clearing
House.  The foregoing shall not limit the liability of any floor broker or
member firms, or other person acting as agent or any of their respective
officers, directors or employees for any act, incident, or occurrence within
their control.

If any of the foregoing limits on the liability of the floor brokers or member
firms or other persons acting as agents or any of their officers, directors or
employees should be deemed to be invalid, ineffective, or unenforceable and a
customer sustains a loss, damage or cost (including attorney's fees and court
costs) resulting from use of the Electronic Order Routing System, the entire
liability of the floor brokers or member firms and their agents or any of their
officers, directors or employees shall not exceed the brokerage commissions and
any other charges actually paid by the customer.

Notwithstanding any of the foregoing provisions, this provision shall in no way
limit the applicability of any provision of the Commodity Exchange Act, as
amended, and Regulations, thereunder.  (01/01/99)

350.03    Identification of Floor Trading Personnel and Floor Traders - Every
member is required to wear an identification badge issued by the Association in
a prominent position and in proper fashion to be admitted to the Trading Floor
and must so wear the badge at all times while he is on the Trading Floor.
Failure to wear a badge shall be considered an act detrimental to the welfare of
the Association (Rule 504.00). 1955 (08/01/94)

350.04    Outtrades and Errors and Mishandling of Orders -

A.   Outrades - If a floor broker discovers, either intraday or interday, that
all or some portion of a customer order was executed but cannot be cleared, the
broker shall do one of the following:

     1.  Re-execute the order in the market and adjust the customer by check if
         the re-execution price is worse than the original execution price. If
         the re-execution price is better than the original execution price, the
         customer is entitled to the better price.

     2.  Assign the opposite side of the portion that cannot be cleared to his
         or her error account and assign a fill to the customer at the execution
         price. The floor broker shall not liquidate the assigned position until
         at least ten minutes have elapsed after the execution of the order
         giving rise to the outtrade and, in any event, after the bracket period
         in which the outtrade arose has ended. These liquidation restrictions
         shall not apply to a liquidation during a Modified Closing Call. Any
         profits resulting from the liquidation of the assigned position belong
         to the floor broker, and may be retained or disbursed to whomever he
         chooses, in his discretion.

A floor broker may not use the assignment process to clear unfilled or
underfilled orders, orders that were



                              Ch3 Floor Practices
                              -------------------

erroneously executed in the wrong contract month, strike price, put vs. call or
side of the market, or price outtrades.

B.  Errors and Mishandling of Orders - If a broker fails to execute an order in
accordance with its instructions, or underbuys or undersells on an order, and
the order, or the remainder of the order, is subsequently filled at a better
price, then the customer is entitled to the better price.  The customer is also
entitled to an adjustment if he incurs a loss because of the delay in execution.
However, if a broker overbuys or oversells on an order, the customer is not
entitled to any of the excess.

  A position that has been established in an erroneous or mishandled attempt to
  execute a customer order must be placed in the error account of the broker or
  firm responsible for the error or mishandling.  When an order has been
  executed in the wrong contract month or strike price, and the erroneous
  transaction has been placed in the broker's or firm's error account, the error
  may be corrected by a spread transaction, in accordance with Regulation
  352.01.  Any profits resulting from the liquidation of the trades placed in a
  broker's or firm's error account belong to the relevant broker or firm, and
  may be retained or disbursed to whomever they choose at their discretion.
  (10/01/99)

350.05    Floor Practices - The following acts are detrimental to the welfare of
the Association:

(a) for a floor broker to purchase any commodity for future delivery, purchase
    any call commodity option or sell any put commodity option for his own
    account, or for any account in which he has an interest, or for those
    accounts falling within the exception of paragraph (c) of this Regulation,
    while holding an order of another person for the purchase of any future,
    purchase of any call commodity option, or sale of any put commodity option,
    in the same commodity which is executable at the market price or at the
    price at which such purchase or sale can be made for the member's own
    account or the account in which he has an interest, or for those accounts
    falling within the exception of paragraph (c) of this Regulation.

(b) for a floor broker to sell any commodity for future delivery, sell any call
    commodity option or purchase any put commodity option for his own account,
    or for any account in which he had an interest, or for those accounts
    falling within the exception of paragraph (c) of this Regulation, while
    holding an order of another person for the sale of any future, sale of any
    call commodity option, or purchase of any put commodity option in the same
    commodity which is executable at the market price or at the price at which
    such sale or purchase can be made for the member's own account or the
    account in which he has an interest, or for those accounts falling within
    the exception of paragraph (c) of this Regulation;

(c) for a floor broker to execute a transaction in the trading pit for an
    account over which he has discretionary trading authority.

    The above restriction shall not apply to:

        1.  transactions for another member of the Exchange;

        2.  transactions for members of the floor broker's family which include;
            spouse, parent, child, grandparent, grandchild, brother, sister,
            uncle, aunt, nephew, niece, or inlaw;

        3.  transactions for proprietary accounts of member firms.

(d) for a member to disclose at any time that he is holding an order of another
    person or to divulge any order revealed to him by reason of his relationship
    to such other person, except pursuant to paragraph (c) of this Regulation,
    in the legitimate course of business or at the request of an authorized
    representative of the Exchange or of the Commission; the mere statement of
    opinions or indications of the price at which a market may open or resume
    trading does not constitute a violation of the Association's Rules and
    Regulations; however, nothing herein shall alter or waive a member's
    responsibility to comply with existing provisions of the Commodity Exchange
    Act, Commission Rules, and the Rules and Regulations of the Association;
    furthermore, it shall be a violation of this Regulation for any individual
    to solicit or induce a member to disclose order information in a manner
    prohibited by this Regulation;

(e) for a member to take, directly or indirectly, the other side of any order of
    another person revealed to him by reason of his relationship to such other
    person, except with such other person's prior consent and in conformity with
    Exchange rules or except for transactions done in accordance with



                              Ch3 Floor Practices
                              -------------------

    Regulation 350.04 to resolve bonafide outtrades;

(f) for a member to make any purchase or sale which has been pre-arranged;

(g) for a member to withhold or withdraw from the market any order or part of an
    order of another person for the convenience of another member;

(h) for a member to execute any order after the closing bell is sounded except
    in a call market close;

(i) for a member to buy and sell as an accommodation at any time or, except as
    specifically provided in Regulations 331.03, 331.04 and 350.10, to use one
    order to fill another order, or any part thereof;

(j) for parties to a transaction to fail to properly notify the pit recorder of
    the price at which trades have been consummated;

(k) for a floor broker to allocate executions of orders in any manner other than
    an equitable manner.

(l) for a member to initiate during the same trading session a transaction for
    future delivery in a CBOE 50 or CBOE 250 Stock Index future(s) for his or
    her own account, or for any account in which he or she has an interest, or
    for the account of his or her family including spouse, parents, children,
    grandparents, grandchildren, brothers, sisters, uncles, aunts, nephews,
    nieces  and in-laws, and to execute as a floor broker any order for future
    delivery in a CBOE 50 or CBOE 250 Stock Index future(s). This restriction
    shall not apply to any transaction made by the member to offset a
    transaction made in error by the same floor member.  (07/01/00)

350.06    Give-Ups - A member must have prior permission from a clearing member
to give-up its name for a trade executed on the Exchange. For give-up orders,
the executing clearing member must first clear the trade and then transfer it in
accordance with Regulation 444.01(f). A floor broker is prohibited from giving
up in the pit a name other than the executing clearing member placing the order.
Give-up orders are prohibited when used as a pricing mechanism in connection
with cash market contracts. Pricing in connection with cash market contracts
must be done only on a versus-cash basis pursuant to the requirements of
Regulation 444.01. (11/01/97)

350.07    Checking and Recording Trades - Members must within fifteen minutes
after each transaction confirm with the opposite member trader every execution
of a futures transaction with respect to executing member, price, quantity,
commodity, future and respective clearing members. Members must within fifteen
minutes after each transaction confirm with the opposite member trader every
execution of an options transaction with respect to executing member, premium,
quantity, option series, and respective clearing members. Each record of
transactions must show the relevant foregoing information and also must include
and clearly identify the date and appropriate time bracket, and the opposite
executing member.

In addition, each member who, on the Floor of the Exchange receives a customer's
or options customer's order which is not in the form of a written record
including the account identification, order number and date and time, to the
nearest minute, such order was received on the floor of the Exchange, shall
immediately upon receipt thereof prepare a written record of such order,
including the account identification and order number, and shall record thereon
the date and time, to the nearest minute, such order is received.

Non-erasable ink must be used to record all such information.  (11/01/94)

350.08    Notification of Unchecked Trades - Any clearing firm that is unable
with diligent effort to check a transaction with another member, shall notify
the floor member who executed the transaction. Such notice shall be given prior
to the following day's Regular Trading Hours opening or resumption, as
applicable. In the case of agricultural contracts, such notice shall be given no
later than twenty minutes prior to the following day's opening or resumption, as
applicable.

In all cases, such notice shall be given in sufficient time as to allow the
floor member to make provisions for any adjustment.  In the case of agricultural
contracts, the floor member will have resolved his trades by no later than
twenty minutes prior to the relevant opening or resumption, as applicable.

The opening range or resumption range, as applicable, of the following day's
Regular Trading Hours



                              Ch3 Floor Practices
                              -------------------

market shall be the limit of liability as a result of an unchecked trade.
(09/01/98)

350.10    Exemption for Certain Joint Venture Products - Notwithstanding any
other provisions of these Rules and Regulations, a member who simultaneously
holds orders on behalf of different principals to buy and sell any of the inter-
regulatory or intermarket spreads designated below, may execute such spread
orders for and directly between principals; provided that the member shall first
offer such spread orders competitively by open outcry in the open market (a) by
both bidding and offering at the same price, and neither such bid nor offer is
accepted or (b) by bidding and offering to a point where such offer is higher
than such bid by not more than the minimum permissible price fluctuation
applicable to such spread orders and neither such bid nor offer is accepted. If
any such order is not accepted within a reasonable amount of time, then the
member may, execute such order for and directly between the principals. The
following requirements must also be met in the execution of such spread orders:

(1) The member who executes such order must do so in the presence of a Chicago
    Board Options Exchange Floor Official, who is a member qualified to trade
    Joint Venture futures contracts.

(2) Such member shall clearly identify all such spreads on his trading card or
    similar record by appropriate symbol or descriptive words and shall note on
    such card or record the exact time of execution. Such member shall thereupon
    promptly present said card or record to the Floor Official for verification
    and initialing.

(3) No futures commission merchant or floor broker who receives any of the
    inter-regulatory or intermarket spread orders designated below from another
    person shall take the other side of such spread orders, except with such
    other person's prior consent.

This Regulation applies to the following spread strategies:

(a) inter-regulatory strategies involving a CBOE 50 and/or CBOE 250 Stock Index
    future(s) spread against a Standard and Poor's 100 and/or Standard and
    Poor's 500 option(s) traded on the Chicago Board Options Exchange;

(b) intermarket futures spreads involving a CBOE 50 Stock Index future(s) spread
    against a CBOE 250 Stock Index future(s); or

(c) any other inter-regulatory or intermarket spread designated under this
    Regulation by the Board of Directors of the Association.  (08/01/94)

350.11    Resolution of Outtrades - Outtrades shall be resolved by issuing a
check in an amount agreed to by the members making the trade(s).

A.   Price Outtrades

When an outtrade exists due to a discrepancy as to price, members making the
trade may choose to resolve the discrepancy by electing either of the two prices
in question, if they agree that the trade was executed at that price.

If an outtrade involves a price discrepancy between a local and a broker, and
the members cannot agree on the price of execution, the price recorded by the
broker shall be used to clear the trade.  Any adjustments shall then be made by
check, in compliance with this Regulation.

If an outtrade between locals or an outtrade between brokers involves a price
discrepancy, and these members cannot agree on the price of execution, the
buyer's price shall be used to clear the trade.  Any adjustments shall then be
made by check, in compliance with this Regulation.

B.   Quantity Outtrades

When an outtrade exists due to a discrepancy as to quantity, members making the
trade may choose to resolve the discrepancy by electing either of the two
quantities in question, if they agree that the trade was executed in that
quantity.

If any outtrade between locals involves a quantity discrepancy and these members
cannot agree on the quantity that was executed, the higher quantity shall be
used to clear the trade.  Any adjustments shall then be made by check, in
compliance with this Regulation.



                              Ch3 Floor Practices
                              -------------------

A broker may assign the opposite side of any excess quantity on his order, which
he believes that he has executed, to his error account, pursuant to Regulation
350.04, and he may agree to the clearing of the transaction according to the
quantity recorded by the other member, whether the other member was a broker or
a local.

C.  Bona Fide Contract Month, Strike, Put vs. Call and Side of Market (Buy vs.
Buy or Sell vs. Sell) Outtrades

When an outtrade exists due to a discrepancy as to the contract month, strike
price, whether an option trade involved a put or a call, or side of the market,
and any party who executed a customer order believes that the order has been
executed in accordance with its instructions, the outtrade may be resolved in
any one of the following ways:


     1.   The trade may be busted. If a broker re-executes his order, any losses
          incurred by the customer as a result of the delay in execution must be
          adjusted by check. If the order is executed at a more favorable price,
          the customer is entitled to the better price.

     2.   The members making the trades(s) may agree that either trade or both
          trades may be cleared in accordance with the members' recorded trade
          data.

     3.   A broker may assign the opposite side of his own order to his error
          account, pursuant to Regulation 350.04, and he may agree to the
          clearing of the transaction according to the terms of the other
          member's recorded trade data, whether the other member was a broker or
          a local.

     4.   If both members were brokers, they may both assign their respective
          trades to their error accounts, pursuant to Regulation 350.04.

A customer shall not be entitled to any portion of any profits realized by a
local who was on the opposite side of an outtrade between the local and the
customer's broker, as a result of the local's liquidation of his position.  Such
profits belong to the local, and may be retained or disbursed to whomever he
chooses, in his discretion.  If the local chooses to disburse any portion of
such profits to the broker, and the broker's customer has received a fill in
accordance with the broker's recorded trade data, the broker is not obligated to
offer such profits to this customer.

It shall be an offense against the Association for members to prearrange a trade
to reconcile an outtrade.

Nothing herein shall in any way limit a member's right to submit an outtrade to
Exchange arbitration if an outtrade cannot be resolved by agreement.  (10/01/99)

352.01    Spreading Transactions - A spread transaction involving options, or
the purchase and sale of different futures, at a price or yield difference or
simultaneously at a separate price for each side of the spread is permitted on
this Exchange provided:

1.  that each side of the spread (the purchase of one future and the sale of
    another future) is for the same account, or in the case of spreads in
    options, all sides are for the same account. Provided that, when an order
    has been executed in the wrong month, wrong strike price or wrong commodity,
    and the erroneous transaction has been placed in the broker's or firm's
    error account, the error may be corrected by a spread transaction in which
    one leg of the spread offsets the position in the error account and the
    other leg is the correct execution of the order. Provided further that the
    liability of the floor broker or FCM shall be determined in accordance with
    Regulation 350.04.

2.  that all sides of the spread are priced at prices within the daily trading
    limits specified in Regulation 1008.01;

3.  that the spread is offered by public outcry in the pit assigned to the
    commodity(ies) or option(s) involved.

4.  that the transaction shall be reported, recorded and publicized as a spread
    in the ratio in which it was executed.

5.  that when such transactions are executed simultaneously, the executing
    member on each side of



                              Ch3 Floor Practices
                              -------------------

    the transaction shall designate each part of the trade as a spread on his
    cards by an appropriate word or symbol clearly identifying each part of such
    transaction.

6.  that for options the spreads must conform to one of the following
    definitions, any multiple or combination of these strategies, or any
    generally accepted relationship between options and the underlying futures,
    including but not limited to:

    a.  Vertical and Horizontal Spreads. Short one call (put) and long another
        call (put) with a different strike price and/or expiration month.

    b.  Straddles. Short (long) puts and calls in a generally accepted spread
        ratio.

    c.  Conversions and Reverse Conversions. Short (long) calls, long (short)
        puts, and long (short) futures in a generally accepted spread ratio.

    d.  Butterflies. Two vertical spreads which share one common strike price.

    e.  Boxes. Long a call and short a put at one strike price and short a call
        and long a put at another strike price.

    f.  Synthetic Straddles. Long (short) futures and short (long) calls or long
        (short) puts in a generally accepted spread ratio.

    g.  Ratio Spreads. Long calls (puts) and short calls (puts) in a generally
        accepted spread ratio.

    h.  Ratio Writes. Short calls (puts) and long (short) futures in a generally
        accepted spread ratio.

    i.  Ratio Purchases. Long calls (puts) and short (long) futures in a
        generally accepted spread ratio.

    j.  Synthetic Futures. Long calls (puts) and short puts (calls) in a
        generally accepted spread ratio.

7.  that in executing a ratio spread, a member shall bid or offer by open outcry
    either both the spread portion at a price difference and the remaining
    portion (i.e., the "tails") at a specific price for each, or the entire
    ratio spread at a separate price for each side of the transaction. A ratio
    spread and if applicable each part of it must be executed competitively by
    open outcry in accordance with this regulation and Rule 332.00. A bid or
    offer for a ratio spread is subject to partial acceptance in ratioed units
    in accordance with Rule 336.00.

8.  that for spread transactions at a yield difference the following conditions
    are met:

    a.  one side of the spread is a yield-based futures contract, i.e. where the
        final contract settlement price is calculated by subtracting a yield
        measurement from 100.

    b.  the sides are priced at the price spread implied by the yield spread.

    c.  the prices for Short, Medium, and Long Term U.S. Treasury Note and U.S.
        Treasury Bond futures are those implied for 8% coupon, semi-annual non-
        amortizing instruments with exactly two, five, ten, and twenty years
        remaining maturity as calculated and published by the Exchange.

    d.  the prices for the yield-based futures contracts are calculated by
        subtracting the yield from 100.

    e.  the yields are quoted in increments no smaller than one half basis
        point.

    f.  the Regulatory Compliance Committee has designated the spread for
        trading on a yield basis.

Brokers may not couple separate orders and execute them as a spread, nor may a
broker take one part of a spread for his own account and give the other part to
a customer on an order.  (08/01/00)

352.01A   Unacceptable Spread Orders - Certain orders that involve the trading
of different contracts, when the contracts involved are traded in different
designated trading pits and when the resulting positions do not offset to reduce
economic risk, do not represent legitimate spreading transactions and are
specifically deemed to be unacceptable orders. Such transactions must be



                              Ch3 Floor Practices
                              -------------------

executed on separate orders in the respective designated trading areas. The
foregoing provisions apply to, but are not limited to, the following examples:

    There are separate trading pits for options and futures. An order to buy a
    put (or sell a call) and sell the underlying future establishes a short
    position only, and therefore there is no offsetting feature. An order to
    sell a put (or buy a call) and buy the underlying future establishes a long
    position only, and therefore there is no offsetting feature. These orders
    are unacceptable as spread orders.  (08/01/94)

352.02    Joint Venture Intermarket and Inter-Regulatory Spreads - -
Notwithstanding any other provisions of these Rules and Regulations to the
contrary, the following principles shall apply to spreading transactions
involving Joint Venture Products.

1.  Futures spreads involving CBOE 50 and/or CBOE 250 Stock Index futures
    contracts may be bid or offered at a differential and if so bid or offered,
    such spreads may not be separated into their individual components.

2.  Inter-Regulatory spread strategies involving CBOE 50 or CBOE 250 Stock Index
    futures spread against Standard and Poor's 100 or Standard and Poor's 500
    options traded on the Chicago Board Options Exchange ("CBOE") may be bid or
    offered at a differential. If such spreads are bid or offered at a
    differential, they may not be separated into individual parts. The futures
    side of such spreads must be priced within the daily quotation range. The
    price of the options side of such spreads shall not touch the best bid or
    offer contained in the CBOE order book but may touch but shall not go
    through the current best bid or offer prevailing in the trading crowd. The
    prices for both sides of such spreads shall be disseminated immediately and
    shall be identified as a spread. The price differential shall also be
    disseminated immediately.

3.  Inter-Regulatory spreads involving CBOE 50 and/or CBOE 250 Stock Index
    futures contracts spread against Standard and Poor's 100 and/or Standard and
    Poor's 500 options may be executed in any location in the Standard and
    Poor's 100 or the Standard and Poor's 500 option pit(s).

4.  Joint Venture inter-regulatory or intermarket spreads may not be used to
    establish opening prices for Joint Venture futures contracts.  (08/01/94)

360.01    Pit Supervisory and Enforcement Authority of the Respective Pit
Committees - It shall be the function and duty of the Pit Committees to
supervise and enforce decorum and trading etiquette within their respective
trading pits.

I.  Supervision and Enforcement of Pit Decorum

    Each Pit Committee shall have the authority over its respective pit to
    discipline any individual who has committed a decorum offense within the
    pit, as set forth in Rule 519.00, by the imposition of a fine not to exceed
    $5,000.00

    Pit Committee members shall issue a ticket to the offender notifying the
    offender that the Pit Committee has imposed a warning or designated fine in
    accordance with the following schedule guidelines:

                                                       
          ---------------------------------------------------------------------------
          1st offense                                     Warning or fine between
                                                          $250.00 - $2,500.00
          ---------------------------------------------------------------------------
          2nd offense and subsequent offenses             Fine between $500.00 -
                                                          $5,000.00
          ---------------------------------------------------------------------------



    Any Exchange member may request that the Pit Committee issue a ticket;
    however, the Pit Committee Chairman or Vice-Chairman or in the alternative,
    a member of the Floor Governors Committee, must sign and thereby authorize
    each and every ticket issued by the Pit Committee.  Any ticket not
    authorized by the Pit Committee Chairman or Vice-Chairman, or in the
    alternative, a member of the Floor Governors Committee, will be deemed to be
    invalid.

    The recipient of a Pit Committee ticket may either pay the corresponding
    fine or request a summary hearing before the respective Pit Committee to
    contest the ticket.  The summary hearing shall be held after the close of
    trading on the afternoon of the day the ticket was issued or as soon



                              Ch3 Floor Practices
                              -------------------

    as possible thereafter. The attendance of either a simple majority or five
    members of the respective Pit Committee, whichever is less, shall constitute
    a quorum for the purpose of a summary hearing.

    Application of Regulations -   The Chairman, Vice-Chairman, or Pit Committee
                                   Member who initiated a ticket may not sit on
                                   the panel; however, he may participate at the
                                   hearing as a witness. The Chairman or Vice-
                                   Chairman who simply authorized, but did not
                                   initiate the ticket, may sit on the panel
                                   that hears the matter.

    No member of the summary hearing panel may have a direct financial or
    personal interest in the outcome of the matter.

    If a ticket was issued by the Pit Committee at the request of a member, the
    requesting member must appear at the summary hearing.  If the requesting
    member fails to appear, the ticket will be voided.  Furthermore, the
    requesting individual's failure to appear may be deemed to constitute an act
    detrimental to the welfare of the Association.

    Members may not be represented by an attorney at the summary hearing.

    The decision of the summary hearing panel shall be final; however, a member
    shall have a limited right to appeal the decision to the Exchange's
    Appellate Committee on the grounds that the decision was:

    a.  In excess of the summary hearing panel's authority, jurisdiction, or
        limitations; or

    b.  Without observance of the required procedures.

    Any member or individual with floor access privileges who has received a Pit
    Committee ticket for a decorum offense of Disorderly Conduct, Intentional
    Physical Abuse, Sexual Harassment, and/or Use of Profane or Obscene Language
    and during the same trading session, engages in a further Rule or Regulation
    violation relating to Disorderly Conduct, Intentional Physical Abuse, Sexual
    Harassment, and/or Use of Profane or Obscene Language may, in addition to
    other sanctions (including but not limited to fines, suspensions, and
    expulsions imposed by the Association pursuant to the Rules and
    Regulations), be immediately and summarily removed from the Exchange trading
    floor and denied trading floor access for the remainder of the trading
    session pursuant to the following procedures:

    a.  Certification by a Chairman of the Pit Committee (or, in the Chairman's
        absence, by a Vice-Chairman of the Pit Committee) that the individual
        has continued to engage in Disorderly Conduct, Intentional Physical
        Abuse, Sexual Harassment, and/or Use of Profane or Obscene Language
        after having previously received a Pit Committee ticket for the same
        offense in the same trading session; and

    b.  Approval of such summary action by a member of the Floor Governors
        Committee and a member of the Board of Directors or by two members of
        the Board of Directors, provided that no individual granting such
        approval shall have been involved in the altercation.

Additionally, should the first such offense be of such a serious nature, the
individual may be denied trading floor access for the duration of the trading
session pursuant to the above procedure.

II. Supervision and Enforcement of Pit Trading Etiquette

    Each Pit Committee shall have the authority over its respective pit to issue
    a ticket to any member who has allegedly violated the pit's trading
    etiquette.  Each pit, by and through its Pit Committee, shall be responsible
    for determining the nature and extent of its pit trading etiquette.
    However, the Floor Governors Committee will be responsible for standardizing
    the pit trading etiquette that is common to all of the Exchange's trading
    pits.

    A breach of trading etiquette does not in itself constitute a specific
    violation of an Exchange Rule or Exchange Regulation.  However, any
    particularly egregious violation of a trading etiquette or repeated
    violation of trading etiquette may result in disciplinary action by the
    Floor Governors Committee pursuant to the general provisions of Exchange
    Rule 500.00 (Inequitable Proceedings) and/or Rule 504.00 (Acts Detrimental
    to the Welfare of the Association).



                              Ch3 Floor Practices
                              -------------------

     Any member may request that a ticket be issued and any member of the
     respective Pit Committee may issue a ticket. However, the Pit Committee
     Chairman or Vice-Chairman must sign and thereby authorize each ticket.

     If the recipient of a ticket wishes to contest the ticket he shall
     immediately notify the Chairman or Vice-Chairman of the Pit Committee and a
     summary hearing shall be held by the Pit Committee after the close of that
     day's trading, or as soon as possible thereafter.

     The purpose of the hearing will be for the Pit Committee, to determine by
     majority vote, whether the ticket should stand or whether the ticket should
     be voided.

     The attendance of either a simple majority or five members, whichever is
     less, shall constitute a Pit Committee Hearing Panel quorum.

     No member of the Pit Committee Hearing Panel may have a financial or
     personal interest in the matter.

     The Chairman, Vice-Chairman or Pit Committee Member who initiated a ticket
     may not sit on the panel, however, he may participate at the hearing as a
     witness.  The Chairman or Vice-Chairman who simply authorized, but did not
     initiate the ticket, may sit on the panel that hears the matter.

     Failure of the member who requested the ticket to appear will result in the
     ticket being voided, and the failure to appear may constitute an act
     detrimental to the Association.

     Members may not be represented by an attorney at a hearing.

     Staff will not be present during any hearing, except at the specific
     request of the Pit Committee.

     Decisions of the panel will be final.  Respondents will not be able to
     appeal the panel's decision.

     If a member reaches a total of any three violations (all pits inclusive),
     within six months, the member shall be automatically referred to Floor
     Governors for possible disciplinary action pursuant to Rule 500.00 and/or
     Rule 504.00.  However, a pit committee may, at its discretion, refer any
     single offense committed within its respective pit to the Floor Governors
     Committee.  A simple majority of the pit committee shall be required before
     a single offense may be referred to the Floor Governors Committee.

     A ticket will expire and be expunged from any and all records after twelve
     months from the date of the ticket's issuance unless the ticket has been
     referred to Floor Governors Committee.  In the event that a ticket has been
     referred to Floor Governors Committee, the ticket will expire and be
     expunged from the records only after the Floor Governors Committee decides
     not to pursue formal charges.

     Tickets referred to the Floor Governors Committee will serve as the basis
     of O.I.A's investigation, and the tickets may be submitted as evidence in
     support of O.I.A.'s case before the Floor Governors Committee. However,
     O.I.A. will conduct its own separate and distinct investigation of the
     matter.

III. Pit Committee Grievance Meetings

     On a monthly basis, or more frequently as needed, each Pit Committee shall
     convene and hold an informal grievance meeting. The purpose of the informal
     grievance meetings will be to:

     a.   review and discuss general issues relating to pit etiquette and pit
          trading practices;

     b.   formulate and submit to the Floor Governors Committee recommendations
          for trading standards;

     c.   review and consider specific complaints relating to pit etiquette and
          pit trading practices; and

     d.   determine by simple majority whether to recommend that the Floor
          Governors Committee investigate specific instances of pit etiquette
          and pit trading practices that the Pit Committee believes may be
          inequitable.

    The Pit Committees shall conduct and determine the time, location, manner
    and form of their



                              Ch3 Floor Practices
                              -------------------

    respective Pit Committee Grievance Meetings. Staff will not be present
    during any Pit Committee Grievance Meeting, except at the specific request
    of the Pit Committee. (01/01/00)





================================================================================
Chapter 4
Futures Commission Merchant
================================================================================
                                                              
     Ch4 General.....................................................404
          400.00    Commission Merchant..............................404
          401.00    Corporations and Partnerships....................404
          401.01    Partnerships and Corporations....................404
          401.02    Registration of Membership for Corporation.......404
          401.03    Registration of Membership for Partnership.......404
          402.00    Business Conduct Committee.......................404
          403.00    Testimony and Production of Books and Papers.....404
          403.01    Approval of Customer Accounts....................404
          403.02    Financial Questionnaire..........................404
          403.03    Audits...........................................404
          403.04    Reduction of Capital.............................404
          403.05    Restrictions on Operations.......................404
          403.07    Financial Requirements...........................404
          403.08    Expulsion from a Designated Contract Market......404
          404.00    Advertising......................................404
          405.00    Trade Checking Penalties.........................404

     Ch4 Customer Accounts...........................................405
          414.00    Trades of Non-Clearing Members...................405
          415.00    Trades of Non-Clearing Members...................405
          416.01    Correspondent Accounts...........................405
          416.02    Members Responsible for Correspondents...........405
          416.02A   Correspondents...................................405
          416.04    Correspondent Accounts...........................405
          416.05    Limitations On Acceptance of Agent Business......405
          417.01    Notice and Processing of Transfer of Accounts....405
          418.01    Non-Members' Accounts............................406
          419.00    Trading for Employees............................406
          420.00    Trading by Employees.............................406
          420.01    Gratuities.......................................406
          420.01A   Elective Officers and Non-Member Directors.......406
          421.00    Confirmation to Customers........................406
          421.01    Confirmations....................................407
          421.02    Options Confirmations............................407
          421.03    Average Price Orders.............................407
          421.05    Allocation of Exercise Notices...................407
          422.00    Investment Company Accounts......................407
          423.00    Discretionary Orders.............................407
          423.01    Discretionary Accounts...........................408
          423.01B   Discretionary Trading............................408
          423.02    Presumption That Trades Are Pursuant to
                      Discretionary Authority........................409
          423.03    Supervision of Discretionary Trading by
                      Employees......................................409
          423.04    Customer Orders During Concurrent Sessions.......409

     Ch4 Position Limits and Reportable Positions....................410
          425.01    Position Limits..................................410
          425.02    Bona Fide Hedging Positions......................415
          425.03    Reporting Requirements For Bona Fide or
                      Economically Appropriate


                                     401


                                                     
                      Hedging Positions in Futures in Excess of
                      Limits.........................................416
          425.04    Exemptions From Position Limits..................417
          425.05    Exemption from Aggregation for Position Limit
                      Purposes.......................................418
          425.06    Position Accountability for U.S. Treasury Bonds..419
          425.07    Position Accountability for Long-Term and
                      Medium-Term Treasury Notes.....................419
          425.08    Position Accountability for 30-Day Fed Funds
                      Futures........................................420
          430.00    Deposits by Customers............................421
          431.00    Margins..........................................421
          431.00A   Permit Holder Interpretation.....................421
          431.01    Margins - Non-Clearing Members...................421
          431.02    Margin Requirements..............................421
          431.02A   Hedging Transactions.............................422
          431.03    Margin on Futures................................423
          431.03A   Margins..........................................428
          431.03B   Margins..........................................428
          431.04    Notice of Undermargined Omnibus Accounts.........428
          431.05    Margin on Options................................428
          431.06    Margin on Options - Non-Clearing Members.........428
          432.00    Customers' Securities............................429
          433.00    Agreement for Use of Securities..................429
          433.01    Construction of Rules 432.00 and 433.00..........429

     Ch4 Transfer Trades/Exchange Service Fees.......................430
          443.00    Exempt Transactions..............................430
          444.01    Transfer Trades; Exchange of Futures for
                      Physicals and Give-up Transactions.............430
          444.01A   Transfer Trades and Inter-Market Spreads.........431
          444.01B   Prohibition on Exchange of Futures for Cash
                      Commodities Involving Multi-Parties............431
          444.02    Clearance of Exchanges of Futures for
                      Physicals Transactions.........................431
          444.03    Transfer Trades in a Delivery Month..............431
          450.00    Exchange Service Fees............................431
          450.01    Exchange Service Fees............................432
          450.01A   Exchange Service Fees............................433
          450.01B   Options Transactions.............................433
          450.01C   Exchange Service Fees............................433
          450.02    Member's Own Account and Member Firm's Account...433
          450.03    Exchange Service Fees for Professional
                      Trading Firms..................................434
          450.04    Exchange Service Fees - Adjustments..............434
          450.05    Fees.............................................434
          450.06    Member Fee Cap Clarification.....................435

     Ch4 Adjustments.................................................435
          460.01    Errors and Mishandling of Orders.................435
          460.02    Checking and Reporting Trades....................435
          460.03    Failure to Check Trades..........................435
          460.04    Price of Execution Binding.......................435

     Ch4 Customer Orders.............................................436
          465.01    Records of Customers' Orders.....................436
          465.02    Application and Closing Out of Offsetting
                      Long and Short Positions.......................436
          465.02A   Exchange's No Position Stance on FCM's
                      Internal Bookkeeping Procedures................439
          465.03    Orders and Cancellations Accepted On A
                      'Not Held' Basis...............................439
          465.04    Records of Floor Order Forms.....................439
          465.05    Floor Order Forms................................439

         

                                      402


                                                     
          465.06    Broker's Copy of Floor Orders....................439
          465.07    Designation of Order Number Sequences............439
          465.08    Post-Execution Allocation........................440
          466.00    Orders Must be Executed in the Public Market.....440

     Ch4 Offices and Branch Offices..................................441
          475.00    Offices and Branch Offices.......................441

     Ch4 APs and Other Employees.....................................442
          480.01    APs..............................................442
          480.02    Employers Responsible for APs....................442
          480.09    Other Employees..................................442
          480.10    Supervision......................................442

     Ch4 Options Transactions........................................443
          490.00    Application of Rules and Regulations.............443
          490.02    Option Customer Complaints.......................443
          490.03    Supervision Procedures...........................443
          490.03A   Introducing Brokers Guaranteed by Member
                      FCMs/Supervision Procedures....................443
          490.05    Disclosure.......................................443
          490.06    Promotional Material.............................444
          490.07    Sales Communication..............................444
          490.09    Reports by Commission Merchants..................444

         

                                      403


================================================================================
Chapter 4
Futures Commission Merchant
================================================================================

Ch4 General

400.00  Commission Merchant - A member who makes a trade, either for another
member or for a non-member, but who makes the trade in his own name and becomes
liable as principal as between himself and the other party to the trade. 13
(08/01/94)

401.00  Corporations and Partnerships - (See 230.00)  (08/01/94)

401.01  Partnerships and Corporations - Trading Authority - (See 230.01)
        (08/01/94)

401.02  Registration of Membership for Corporation - (See 230.02)  (08/01/94)

401.03  Registration of Membership for Partnership - (See 230.06)  (08/01/94)

402.00  Business Conduct Committee - (See 542.00)  (08/01/94)

403.00  Testimony and Production of Books and Papers - (See 545.00)
        (08/01/94)

403.01  Approval of Customer Accounts - No firm or any of its wholly-owned
affiliates shall carry customer accounts without prior approval obtained either
at the time of registration under Regulation 230.02 or 230.06 or prior to change
in the nature of business previously authorized. In order to originate and carry
on a business with public customers, a firm is subject to the minimum capital
requirements established by the Financial Compliance Committee.

No member sole proprietorship shall carry customer accounts without prior
approval. A member requesting approval to carry customer accounts shall submit
a certified financial report of the sole proprietorship, prepared by an
independent Certified Public Accountant as of a date which is no more than 90
days prior to the date of submission. In order to originate and carry on a
business with public customers, a sole proprietorship is subject to the minimum
capital requirements established by the Financial Compliance Committee. 1780
(08/01/94)

403.02  Financial Questionnaire - (See 285.01)  (08/01/94)

403.03  Audits - (See 285.02)  (08/01/94)

403.04  Reduction of Capital - (See 285.03)  (08/01/94)

403.05  Restrictions on Operations - (See 285.04)  (08/01/94)

403.07  Financial Requirements - (See 285.05)  (04/01/97)

403.08  Expulsion from a Designated Contract Market - Upon review of the
decision or record which resulted in a person or a firm's expulsion from
membership in, or the privileges of membership on, any recognized domestic or
foreign board of trade or securities exchange, should the Board of Directors
find that there exists a demonstrable connection between the type of conduct
which resulted in the expulsion and the protection afforded the Exchange, its
members and customers through a trading prohibition against the expelled
individual or firm, the Board may direct that no member or member firm may carry
any account, accept an order, or handle a transaction, relating to futures
contracts or options on futures contracts traded on the Exchange, for or on
behalf of such expelled person or firm. Such an order may by modified or revoked
by a vote of two-thirds of the Directors. (08/01/94)

404.00  Advertising - (See 287.00)  (08/01/94)

405.00  Trade Checking Penalties - (See 563.00)  (08/01/94)

                                      404


Ch4 Customer Accounts

414.00   Trades of Non-Clearing Members - - (See 286.00) and (See 431.00)
         (08/01/94)

415.00   Trades of Non-Clearing Members - (See 333.00)  (08/01/94)

416.01   Correspondent Accounts - Each registered eligible business
organization must maintain a complete listing of all correspondent accounts
carried on its books. Such list shall be promptly provided to authorized
representatives of the Association. Information for each correspondent account
must include name and address, classification of the account as customer or
house, regulated or non-regulated. 1780A (04/01/98)

416.02   Members Responsible for Correspondents - Members doing business with
correspondents must keep themselves well informed regarding their financial
standing and shall immediately report to the Secretary any information that does
in any way indicate that a correspondent is insolvent, or threatened with
insolvency, or guilty of any irregularities or practices affecting the good name
of the Association. 1043 (08/01/94)

416.02A  Correspondents - In May, 1935, the Rules Committee ruled that the word
"correspondents" as it is used in Regulation 416.02 means the following:

1.   A correspondent, under the provisions of Regulation 170.07 is a person,
     firm or corporation (member or non-member) transacting a banking or a
     brokerage business connected by telephone or telegraphic wire or wireless
     connection with the office of a member.

2.   A non-clearing member who solicits and turns over security or future
     delivery orders to a clearing member for execution, is a correspondent of
     the clearing member whether or not his office is connected by telephonic,
     telegraphic wire connections to that of the clearing member.

3.   Under the provisions of Regulation 416.02, any member doing business with
     correspondents has the responsibilities therein outlined. 17R  (08/01/94)

416.04  Correspondent Accounts - Consistent with its duties under Rule 542.00,
the Business Conduct Committee may require that the identities and positions of
the beneficial owners of any correspondent account be immediately disclosed to
the Business Conduct Committee or to authorized representatives of the
Association. If disclosure is not provided and the Business Conduct Committee
determines that such failure to provide information is an impediment to the
Committee in the discharge of its duties under Rule 542.00, appropriate summary
action may be ordered up to and including immediate liquidation of all or a
portion of the positions in the correspondent account. Any such summary action
shall be taken in accordance with the procedures set forth in Regulation 540.06.
(08/01/94)

416.05  Limitations On Acceptance of Agent Business - No member FCM shall
solicit or accept any options order for execution on the Exchange which has been
solicited, accepted or serviced by any person who is not registered as an
associated person of such member FCM. Provided, however, that at such time as
any futures association registered under Section 17 of the Commodity Exchange
Act has determined to provide for the regulation of the options-related activity
of its members in a manner equivalent to that required of contract markets by
the Commission, any FCM member of such futures association may solicit or accept
options orders for execution on the Exchange in the same manner as FCMs which
are members of the Exchange.

Further, no member FCM may solicit or accept options orders from any person whom
it has reason to believe may be soliciting options orders in contravention of
this Regulation or Regulation 33.3 or the Commission.  (08/01/94)

417.01  Notice and Processing of Transfer of Accounts - When a commission
merchant goes out of business, or closes one or more offices, or withdraws
ordinary facilities for transacting business from one or more offices, the
following shall apply:

                                      405


Upon the transfer of customer accounts in commodity futures contracts by a
member or registered eligible business organization, to any other futures
commission merchant (member or non-member), the transferor shall immediately
give written notice of the transfer to the Secretary of the Association.  Such
written shall notice shall contain:  (1) the name and address of the transferee;
(2) the date of the transfer; (3) the number of customer accounts; (4) the net
equity of customer funds, and (5) a statement certified by the member, or by a
general partner or executive officer whose membership is registered for the
transferor, that (a) the transferor has provided prior notice of the transfer to
each customer whose account is thus transferred and (b) the transfer has been
preceded by reasonable investigation of the transferee by the transferor and
that the transferee is a suitable recipient of the transferred accounts.

Upon the transfer of customer accounts by a non-member of the Association, to
any member or registered eligible business organization, the transferee shall
immediately notify the Secretary in writing that such transfer has occurred and
such written notice shall identify the transferor, the date of transfer, the
number of customer accounts, and the net equity of customer funds being
transferred to such member or registered eligible business organization.

A member or registered eligible business organization, acting as a transferor or
transferee, must be able to facilitate a bulk transfer of accounts by use of an
automated system as prescribed by the Association.

This regulation applies to all transfers of customer accounts involving members
or registered eligible business organizations, who or which are closing
facilities unless they are initiated at the unsolicited request of the
customers. 1809C  (04/01/98)

418.01  Non-Members' Accounts - When a non-clearing member has trading
authority over a non-members account carried on a disclosed basis he shall so
inform the clearing member carrying the account.

Non-clearing members may be permitted to carry both omnibus and disclosed
accounts with clearing members provided that when the non-clearing member used
both types of accounts, he shall guarantee the clearing member carrying any
disclosed accounts against any loss in such accounts.

The non-clearing member must notify the carrying member that he is carrying both
omnibus and disclosed accounts. 1819  (08/01/94)

419.00  Trading for Employees - No member shall accept orders or clear trades
for a non-member who is employed by another member nor shall another member
accept orders or clear trades for a member who is employed by another member
when the name of the employer appears in the transaction. 205 (08/01/94)

420.00  Trading by Employees - No member shall accept marginal accounts of any
employee, whether member or non-member, of the Association or of the Clearing
House or of another member unless written consent of the employer be first
obtained. 206  (08/01/94)

420.01  Gratuities - (See 206.02)  (08/01/94)

420.01A  Elective Officers and Non-Member Directors - For purposes of Rule
420.00, Elective Officers and non-member Directors of the Association shall not
be considered employees of the Association.  (08/01/94)

421.00  Confirmation to Customers - A commission merchant who makes a trade
for a member or non-member customer shall confirm the trade to the customer no
later than the business day following the day upon which the transaction was
consummated. Such confirmation shall be in writing and shall show the commodity
or security bought or sold, the amount, the price, and the name of  the other
party to the contract, and, in the case of a commodity, the delivery month. A
non-resident member may give to his customer the name of his resident commission
merchant in lieu of the name of the other party to the contract, subject to the
right of the customer to receive the name of the other party to the contract
upon request.

                                      406


Where a trade is made by a branch office of a resident member, such branch
office being outside of Illinois, the branch office may confirm the trade to the
customer without giving the name of the other party to the contract, provided
the confirmation has prominently printed or stamped thereon the words, "Name of
other party to contract furnished on request." 207  (08/01/94)

421.01    Confirmations - A confirmation of a commission merchant to the
customer need not contain the name of the other party to the contract, provided
the confirmation has prominently printed or stamped thereon the words, "name of
other party to contract furnished on request." 1845 (08/01/94)

421.02  Options Confirmations -

(a)  A commission merchant who makes an options trade for a member or non-member
     customer shall confirm the trade to the customer no later than the business
     day following the day upon which the transaction was consummated. Such
     confirmation shall be in writing and shall indicate the customer's account
     identification number; a separate listing of the amount of the premium and
     all other commissions, costs and fees; the option series; the expiration
     date; and the date of the transaction.

(b)  In addition, upon the expiration or exercise of any commodity option, each
     commission merchant must furnish to each customer holding any such option
     which has expired or been exercised, not later than the next business day,
     a written confirmation statement which shall include the date of such
     occurrence, a description of the option involved, and in the case of
     exercise, the details of the futures position which resulted therefrom.

(c)  Notwithstanding paragraphs (a) and (b) of this Regulation, a commodity
     options transaction that is executed for a commodity pool (investment
     company) need be confirmed only to the operator of the commodity pool.

(d)  With respect to any account controlled by any person other than the
     customer for whom the account is carried, each commission merchant shall
     promptly furnish in writing to such other person the information set forth
     in paragraphs (a) and (b) of this Regulation. (08/01/94)

421.03    Average Price Orders - Member firms may confirm to customers an
average price when multiple execution prices are received on an order or series
of orders for futures, options or combination transactions. An order or series
of orders executed during a trading session at more than one price may only be
averaged pursuant to this regulation if each order is for the same account or
group of accounts and for the same commodity and month for futures, or for the
same commodity, month, put/call and strike for options.

Any member or member firm that accepts an order pursuant to this regulation must
comply with requirements of this regulation and all order recordation
requirements.

Upon receipt of an execution at multiple prices for the order subject to this
regulation, an average price will be computed by multiplying the execution
prices by the quantities at those prices divided by the total quantities. An
average price for a series of orders will be computed based on the average
prices of each order in that series.

Each Clearing firm that confirms to a customer an average price, must indicate
on the confirmation and monthly statement that the price is not an execution
price.  (04/01/00)

421.05    Allocation of Exercise Notices - The Clearing House, in an equitable,
random manner, shall assign exercise notices tendered by options purchasers to
clearing members holding open short options positions; and each clearing member
and commission merchant, in an equitable, random or proportional manner, shall
assign exercise notices it receives on behalf of customer accounts to such
customer accounts holding open short options positions.  (08/01/94)

422.00    Investment Company Accounts - (See 507.00)  (08/01/94)

423.00    Discretionary Orders - No member or registered eligible business
organization shall permit any employee, whether member or non-member, to
exercise discretion in the handling of any transaction for a customer for
execution on this Exchange, unless prior written authorization for the exercise
of such

                                      407


discretion has been received. A discretionary order is defined as an
order that lacks any of the following elements: the commodity, year and delivery
month of the contract, number of contracts, and whether the order is to buy or
sell.

All partners of a registered partnership, all managers and members of a
registered limited liability company and all officers of a registered
corporation, shall be considered employees of their firm or corporation for
purposes of these discretionary rules and regulations. 151  (04/01/98)

423.01    Discretionary Accounts   - It shall be a violation of this regulation
for any member or registered eligible business organization

1.   To accept or carry an account over which the member or employee thereof
     exercises trading authority or control for another person in whose name the
     account is carried, without-

     a.   obtaining a signed copy of the Power of Attorney, trading
          authorization, or other document by which such trading authority or
          control is given;

     b.   sending direct to the person in whose name the account is carried a
          written confirmation of each trade as provided in Rule 421.00 and a
          monthly statement showing the exact position of the account, including
          all open trades figured to the market; and

     c.   reflecting the discretionary nature of the account on all statements
          sent to the account owner.

2.   To accept or carry an account over which any third party individual or
     organization other than the person in whose name the account is carried
     exercises trading authority or control, without -

     a.   obtaining a signed copy of the Power of Attorney, trading
          authorization, or other document by which such trading authority or
          control is given; and

     b.   obtaining a written acknowledgment from the person in whose name the
          account is carried that he has received a copy of the account
          controller's disclosure document, prepared pursuant to CFTC Regulation
          4.31, or a written statement explaining why the account controller is
          not required to provide a disclosure document to the customer.

     (The above acknowledgement of paragraph b. need not be obtained (i) when
     the person in whose name the account is carried and the individual given
     trading authority or control are of the same family; or (ii) when the
     person given trading authority or control is (A) a member, (B) an officer,
     partner, member, manager or managerial employee of the eligible business
     organization carrying the account; (C) a bank or trust company organized
     under federal or state laws or (D) an insurance company regulated under the
     laws of any state; or (iii) when the account is carried in the name of (A)
     an employee benefit plan subject to ERISA or organized under the laws of
     any state (B) an investment company registered under the Investment Company
     Act of 1940, (C) a bank or trust company organized under federal or state
     law, (D) an insurance company regulated under the laws of any state; or (E)
     an exempt organization, as defined in section 501 (c) (3) of the Internal
     Revenue Code, with net assets of more than $100 million.)

3.   To accept or carry the account of a non-member who has given trading
     authority to a member unless the member carrying the account requires that
     all orders entered for the account be executed by an individual or
     individuals  other than the member to whom such trading authority is given.
     This requirement shall not apply where the non-member customer and the
     member having such trading authority are of the same family. This
     Regulation shall only apply to open outcry Regular and open outcry Night
     Trading Hours.

4.   For purposes of this Regulation, a person does not exercise trading
     authority or control if the person in whose name the account is carried or
     the account controller specifies (1) the precise commodity interest to be
     purchased or sold, and (2) the exact amount of the commodity interest to be
     purchased or sold.  Provided the foregoing provisions are met, the
     provisions of this Regulation shall not apply to discretion as to the price
     at which or the time when an order shall be executed.

The provisions of this Regulation relate only to transactions executed on this
Exchange. 1990  (04/01/98)

423.01B   Discretionary Trading - The increasing utilization of trading by
programmed recommendations, whether by computer, charts or by any means, has
brought several questions to the

                                      408


Rules Committee regarding discretion. These methods tend to create situations
requiring the use of discretion and the Rules Committee recommends that member
firms treat all such accounts as discretionary accounts unless the member can be
certain that the customer(s) has given specific instructions, including price
limits and any subsequent price changes relative to orders placed in connection
with such trading.

In connection with the above, your attention is called to Rule 423.00 and
Regulations 423.01 through 423.03 all having to do with the handling of
discretionary accounts. 41R  (08/01/94)

423.02    Presumption That Trades Are Pursuant to Discretionary Authority -
Every trade in an account over which any individual or organization other than
the person in whose name the account is carried exercises trading authority or
control shall be rebuttably presumed to have been made pursuant to such trading
authority or control. The Power of Attorney, trading authorization or other
document by which any individual or organization other than the person in whose
name an account is carried exercises trading authority or control over such
account can be terminated only by a written revocation signed by the person in
whose name the account is carried; by the death of the person in whose name the
account is carried; or, where the individual or organization that exercises
authority or control over the account is the member carrying the account or an
employee thereof, by written notification from the member to the person in whose
name the account is held that such member will no longer act pursuant to such
trading authorization as of the date provided in the notice. 1991  (08/01/94)

423.03    Supervision of Discretionary Trading by Employees - A Power of
Attorney or trading authorization signed by the customer and naming the employee
to whom trading authority is given will be considered written authorization of
the customer with respect to any discretionary transaction  handled by such
employee pursuant to such Power of Attorney or trading authorization.

Each account with respect to which an employee has discretionary authority must
be given daily supervision by the employer, or by a partner or officer or such
other person designated as a compliance officer if the employer is an eligible
business organization, to see that trading in such account is not excessive in
size or frequency in relation to financial resources in that account. The
provisions of this paragraph shall not apply where only one employee of an
eligible business organization member firm has discretionary authority if that
individual is also the only principal who supervises futures trading activity.

No employee who has not been registered for a minimum of two continuous years as
an Associated Person (AP) under CFTC Regulations may exercise the discretion
permitted by Rule 423.00. The foregoing requirement may be waived in particular
cases by the Business Conduct Committee upon a showing by the applicant of
experience equivalent to such a two-year registration. 1992  (04/01/98)

423.04    Customer Orders During Concurrent Sessions - For orders involving
concurrently traded contracts, the customer will designate whether the order is
to be executed in the open outcry market or on e-cbot.  (09/01/00)

                                      409



Ch4 Position Limits and Reportable Positions
425.01  Position Limits -
(a) For the purposes of this Regulation, the following are definitions of titles
    used in position limit chart-

    Spot Month - Spot month futures-equivalent position limit net long or net
    short effective at the start of trading on the first business day prior to
    the first trading day of the spot month.

    Single Month - Futures-equivalent position limit net long or net short in
    any one month other than the spot month.

    All Months - Position limit net long or net short in all months and all
    strike prices combined. Note: Long futures contracts, long call options, and
    short put options are considered to be on the long side of the market while
    short futures contracts, long put options, and short call options are
    considered to be on the short side of the market. For each commodity, the
    futures-equivalents for both the options and futures contracts are
    aggregated to determine compliance with the net long or net short same side
    position limits.

    Reportable Futures Level - Reportable futures position in any one month.

    Reportable Options Level - Reportable options position in any one month in
    each option category. Note: Option categories are long call, long put, short
    call, and short put.

    Net Equivalent Futures Position - Each option contract has been adjusted by
    the prior day's risk factor, or delta coefficient, for that option which has
    been calculated by the Board of Trade Clearing Corporation.

    For the purpose of this Regulation:

    (i)   An option contract's futures-equivalency shall be based on the prior
          day's delta factor for the option series, as published by the Board of
          Trade Clearing Corporation. For example, 8 long put contracts, each
          with a delta factor of 0.5, would equal 4 futures-equivalent short
          contracts.

    (ii)  Long futures contracts shall have a delta factor of +1, and short
          futures contracts shall have a delta factor of -1.

    (iii) Long call options and short put options shall have positive delta
          factors.

    (iv)  Short call options and long put options shall have negative delta
          factors.

    (v)   An eligible option/option or option/futures spread is defined as an
          intra-month or inter-month position in the same Chicago Board of Trade
          commodity in which the sum of the delta factors is zero.

                                      410


(b)  Except as provided in Regulations 425.03, 425.04 and 425.05, the maximum
positions which any person may own, control, or carry are as follows:

(Note: All position limits and reportable positions are in number of contracts
and are based on futures or *Net Equivalent Futures Positions.

*Please see section (a) of this Regulation for definition.



------------------------------------------------------------------------------------------------------------------------------------
                                              *SPOT        *SINGLE        *ALL           *REPORTABLE           *REPORTABLE
CONTRACT                                      MONTH         MONTH         MONTH         FUTURES LEVEL         OPTIONS LEVEL
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Long Term Fannie Mae(R) Benchmark             5,000         None          5,000              100                   50
 Notes/sm/ and Freddie Mac Reference
 Notes/sm/ (see #12)
------------------------------------------------------------------------------------------------------------------------------------
Medium Term Fannie Mae(R) Benchmark           5,000         None          5,000              100                   50
 Notes/sm/ and Freddie Mac Reference
 Notes/sm/ (see #12)
------------------------------------------------------------------------------------------------------------------------------------
CBOT Mortgage                                5,000          None         5,000               100                   50
------------------------------------------------------------------------------------------------------------------------------------
CBOT  Dow Jones Industrial
 Average/sm/ Index                            None          None          50,000              25                   25
------------------------------------------------------------------------------------------------------------------------------------
CBOT Dow Jones Transportation
 Average/sm/ Index                            None          None          2,800               25
------------------------------------------------------------------------------------------------------------------------------------
CBOT Dow Jones Utility
Average/sm/ Index                             None          None          4,000               25
------------------------------------------------------------------------------------------------------------------------------------
CBOT Dow Jones Composite
Average/sm/ Index                             None          None          70,000              25
------------------------------------------------------------------------------------------------------------------------------------
1,000 oz. Silver                              5,000         None          20,000             500                   50
                                             (see #1)                    (see #1)
------------------------------------------------------------------------------------------------------------------------------------
5,000 oz. Silver                              1,000         None          4,000              100
                                             (see #1)                    (see #1)
------------------------------------------------------------------------------------------------------------------------------------
Kilo Gold                                     6,000         None          12,000             200
                                             (see #2)                    (see #2)
------------------------------------------------------------------------------------------------------------------------------------
100 oz. Gold                                  2,000         None          4,000              200
                                             (see #2)                    (see #2)
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds                           None          None           None              500                   100
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Notes (5 yr.)                   None          None           None              300                   50
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Notes (6 1/2-10 yr.)            None          None           None              500                   50
------------------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Notes (2 yr.)                   5,000         None          5,000              200                   50
------------------------------------------------------------------------------------------------------------------------------------
30 Day Fed Fund                               None          None           None              100
------------------------------------------------------------------------------------------------------------------------------------
Long Term Municipal Bond Index                4,000         None          5,000              100                   50
                                             (see #11)
------------------------------------------------------------------------------------------------------------------------------------
Corn                                           600          5,500         9,000              150                   50
                                                           (see #3)    (see #3, 5)
------------------------------------------------------------------------------------------------------------------------------------
Soybeans                                       600          3,500         5,500              100                   50
                                                           (see #3)    (see #3, 6)
------------------------------------------------------------------------------------------------------------------------------------
Wheat                                          600          3,000         4,000              100                   50
                                            (see #10)      (see #3)    (see #3, 9)
------------------------------------------------------------------------------------------------------------------------------------
Oats                                           600          1,000         1,500               60                   50
                                                           (see #3)    (see #3, 8)
------------------------------------------------------------------------------------------------------------------------------------
Rough Rice                                     250           500           750                50                   50
                                             (see #7)                    (see #4)





                                      411



--------------------------------------------------------------------------------------------------------------------------
                                                                                             
Soybean Oil                                  540           3,000            4,000           175             50
                                                        (see #3, 9)      (see #3, 9)
--------------------------------------------------------------------------------------------------------------------------
Soybean Meal                                 720           3,000            4,000           175             50
                                                        (see #3, 9)      (see #3, 9)
--------------------------------------------------------------------------------------------------------------------------


#1 See subsection (h) for an explanation of adjusted limits for persons owning
or controlling joint positions in 1,000 oz. Silver and 5,000 oz. Silver
contracts.

#2 See subsection (i) for an explanation of adjusted limits for persons owning
or controlling joint positions in Kilo Gold and 100 oz. Gold contracts.

#3 Additional futures contracts may be held outside of the spot month as part of
futures/futures spreads within a crop year provided that the total of such
positions, when combined with outright positions, do not exceed the all months
combined limit. In addition, a person may own or control additional options in
excess of the futures-equivalent limits provided that those option contracts in
excess of the futures-equivalent limits are part of an eligible option/futures
spread.

#4 No more than 500 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined. Additional
options contracts may be held as part of option/options or option/futures
spreads between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determine compliance with these net same side single
month position limits.

#5 No more than 5,500 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of option/option or option/futures spreads
between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determine compliance with these net same side single
month position limits.

#6 No more than 3,500 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of option/option or option/futures spreads
between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determined compliance with these net same side
single month position limits.

#7 On and after the first notice day of the expiring futures month of July, the
limit for the July futures month will be reduced to 200 contracts, for both
hedging and speculative positions.

#8 No more than 1,000 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of option/option or option/futures spreads
between months within the same crop year provided that the total of such
positions, when combined with outright positions, does not exceed the all months
combined limit.  The futures-equivalents for both the options and futures
contracts are aggregated to determined compliance with these net same side
single month position limits.

#9 No more than 3,000 futures-equivalent contracts net on the same side of the
market are allowed in a single month in all strike prices combined.  Additional
options contracts may be held as part of

                                      412


option/option or option/futures spreads between months within the same crop year
provided that the total of such positions, when combined with outright
positions, does not exceed the all months combined limit. The futures-
equivalents for both the options and futures contracts are aggregated to
determine compliance with these net same side single month position limits.

#10 In the last five trading days of the expiring futures month, the speculative
position limit for the March futures month will be 350 contracts and for the May
futures month the limit will be 220 contracts.

#11 In the last three trading days of the expiring contract, no more than a
combined 4,000 futures and/or futures-equivalent contracts net on the same side
of the market are allowed in the spot month in all strike prices combined.  No
exemptions will be applicable during the last three days of trading of the
expiring spot month contract.

#12 Starting with the June 2001 listing, the Last Day of Trading will be "the
last Friday which precedes by at least two business days the last business day
of the month preceding the option month.  If such a Friday is not a business
day, or there is a Friday which is a business day which precedes by one business
day the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday."

Except for the interest of a limited partner or shareholder (other than the
commodity pool operator) in a commodity pool, ownership, including a 10% or more
financial ownership interest, shall constitute control over an account except as
provided in Regulation 425.05.

The maximum positions which any person, as defined in Regulation 425.01 (c), may
own or control shall be as set forth herein. However, with respect to the
maximum positions which a member firm may carry for its customers, it shall not
be a violation of the limits set forth herein to carry customer positions in
excess of such limits for such reasonable period of time as the firm may require
to discover and liquidate the excess positions or file the appropriate hedge or
exemption statements for the customer accounts in question in accordance with
Regulations 425.03 and 425.04. For the purposes of this regulation, a
"reasonable period of time" shall generally not exceed one business day for
those positions that are not subject to the provisions of Regulations 425.03 and
425.04.

However, for any option position that exceeds position limits for passive
reasons such as a market move or exercise assignment, the person shall be
allowed one business day to liquidate the excess position without being
considered in violation of the limits.  In addition, if at the close of trading,
an option position exceeds position limits when evaluated using the previous
day's delta factors, but does not exceed the limits when evaluated using the
delta factors for that day's close of trading, then the position shall not
constitute a position limit violation.

Note: The Commodity Futures Trading Commission has imposed speculative position
limits on Corn, Oats, Soybean, Wheat, Soybean Oil and Soybean Meal futures
contracts as provided in Part 150 of CFTC Regulations.
(c)  The term "net" shall mean the long or short position held after offsetting
     long futures positions against short futures positions. The word "person"
     shall include individuals, associations, partnerships, limited liability
     companies, corporations and trusts.

                                      413


(d)  The foregoing limits on positions shall not apply to bona fide hedging
     positions which meet the requirements of Regulations 425.02 and 425.03, nor
     to positions subject to particular limits granted pursuant to Regulation
     425.04.

(e)  The Board, or a Committee authorized by the Board may direct any member or
     registered eligible business organization owning, controlling or carrying a
     position for a person whose total position as defined in subsection (f)
     below exceeds the position limits as set forth in subsection (b) above or
     as specifically determined pursuant to Regulations 425.03 or 425.04 to
     liquidate or otherwise reduce the position.

(f)  In determining whether any person has exceeded the position limits
     specified in subsection (b) of this Regulation or those limits determined
     pursuant to Regulations 425.03 or 425.04, or whether a position is a
     reportable position as set forth in subsections (b) and (g) herein, all
     positions in accounts for which such person by power of attorney or
     otherwise directly or indirectly controls trading, except as provided in
     Regulation 425.05, shall be included with the positions held by such
     person. Such limits upon positions shall apply to positions held by two or
     more persons acting pursuant to an expressed or implied agreement or
     understanding, the same as if the positions were held by a single person.

(g)  If a person owns, controls or carries a position equal to or greater than
     the number of contracts specified in subsection (b) above long or short in
     any one month, then all such futures and options on such futures contract
     owned, controlled or carried by that person, whether above the given level
     or not, shall necessarily be deemed reportable positions. Every member or
     registered eligible business organization shall report each and every
     reportable position to the Office of Investigations and Audits at such
     times and in such form and manner as shall be prescribed by the Business
     Conduct Committee.

     (1) On or before the first day on which any position must be reported as
         provided above, the member or registered eligible business organization
         carrying the position must furnish to the Office of Investigations and
         Audits a report, in the form, manner and content prescribed by the
         Business Conduct Committee, identifying the owner of the account for
         which the position must be reported and all persons associated with the
         account as described in subsection (f) above.

     (2) Every member or registered eligible business organization must report
         each and every reportable position and provide the report required in
         subsection (1) above for each person within any account carried on an
         omnibus basis, unless, upon application of the member or registered
         eligible business organization to the Business Conduct Committee, the
         nonmember omnibus account specifically is approved to report directly
         to the Office of Investigations and Audits.

(h)  In the event that a person owns or controls joint positions in 1,000 oz.
     Silver futures and 5,000 oz. Silver futures, position limits will be
     subject to the following:

     (1) For 1,000 oz. Silver futures, the spot month maximum position limit of
         5,000 contracts net long (net short) shall be reduced by five for every
         one net long (net short) 5,000 oz. Silver futures position that is
         owned or controlled in the spot month. In all months combined, the
         maximum position limit of 20,000 contracts, net long (net short) shall
         be reduced by five for every one net long (net short), 5,000 oz. Silver
         futures position that is owned or controlled. Alternatively, the
         maximum position limit of 20,000 contracts, net long (net short) in all
         months combined, shall be increased by five for every one net short
         (net long) 5,000 oz. Silver futures position that is owned or
         controlled. For example, in all months combined, a person could own or
         control 15,000 contracts, net long (net short), provided that the
         person does not also own or control more than 1,000 net long (net
         short) 5,000 oz. Silver futures positions.

     (2) For 5,000 oz. Silver futures, the spot month maximum position limit of
         1,000 contracts net long (net short) shall be reduced by one for every
         five net long (net short) 1,000 oz. Silver futures positions that are
         owned or controlled in the spot month. In all months combined, the
         maximum position limit of 4,000 contracts, net long (net short) shall
         be reduced by one for every five net long (net short) 1,000 oz. Silver
         futures positions that are owned or controlled. Alternatively, the
         maximum position limit of 4,000 contracts, net long (net short) in all
         months combined, shall be increased by one for every five net short
         (net long) 1,000 oz. Silver futures

                                      414


          positions that are owned or controlled. For example, in all months
          combined, a person could own or control 3,000 contracts, net long (net
          short), provided that the person does not also own or control more
          than 5,000 net long (net short) 1,000 oz. Silver futures positions.

(i)  In the event that a person owns or controls joint positions in Kilo Gold
     futures and 100 oz. Gold futures, position limits will be subject to the
     following:

     (1)  For Kilo Gold futures, the spot month maximum position limit of 6,000
          contracts net long (net short) shall be reduced by three for every one
          net long (net short) 100 oz. Gold futures position that is owned or
          controlled in the spot month. In all months combined, the maximum
          position limit of 12,000 contracts, net long (net short) shall be
          reduced by three for every one net long (net short) 100 oz. Gold
          futures position that is owned or controlled. Alternatively, the
          maximum position limit of 12,000 contracts, net long (net short) in
          all months combined, shall be increased by three for every one net
          short (net long) 100 oz. Gold futures position that is owned or
          controlled. For example, in all months combined, a person could own or
          control 9,000 contracts, net long (net short), provided that the
          person does not also own or control more than 1,000 net long (net
          short) 100 oz. Gold futures positions.

     (2)  For 100 oz. Gold futures, the spot month maximum position limit of
          2,000 contracts net long (net short) shall be reduced by one for every
          three net long (net short) Kilo Gold futures position that are owned
          or controlled in the spot month. In all months combined, the maximum
          position limit of 4,000 contracts, net long (net short) shall be
          reduced by one for every three net long (net short) Kilo Gold futures
          positions that are owned or controlled. Alternatively, the maximum
          position limit of 4,000 contracts, net long (net short) in all months
          combined, shall be increased by one for every three net short (net
          long) Kilo Gold futures positions that are owned or controlled. For
          example, in all months combined, a person could own or control 3,000
          contracts, net long (net short), provided that the person does not
          also own or control more than 3,000 net long (net short) Kilo Gold
          futures positions. (06/01/01)


425.02    Bona Fide Hedging Positions -

(a)  General Definition. Bona fide or economically appropriate hedging positions
     in futures or options shall mean positions in a contract or positions in
     options on a contract for future delivery on this Exchange, where such
     positions normally represent a substitute for positions to be taken at a
     later time in a physical marketing channel, and where they are economically
     appropriate to the reduction of risks in the conduct and management of a
     commercial enterprise, and where they arise from:

     (1)  The potential change in the value of assets which a person owns,
          refines or merchandises or anticipates owning, refining or
          merchandising,

     (2)  The potential change in the value of liabilities which a person owes
          or anticipates incurring, or

     (3)  The potential change in the value of services which a person provides,
          purchases or anticipates providing or purchasing.

     Notwithstanding the foregoing, no positions of a person shall be classified
     as bona fide hedging unless their purpose is to offset price risks
     incidental to that person's commercial cash or spot operations and such
     positions are established and liquidated in an orderly manner in accordance
     with sound commercial practices and unless the provisions of Regulation
     425.03 have been satisfied.

(b)  Enumerated Hedging Positions. For purposes of Regulation 425.03, the
     definition of bona fide or economically appropriate hedging positions in
     subsection (a) above includes, but is not limited to, the following
     specific positions:

     (1)  Sales of any commodity for future delivery, purchases of any put
          options on futures contracts and/or sales of any call options on
          futures contracts, which do not exceed in quantity:

          (i) Ownership of the same cash commodity by the same person, and

          (ii) Fixed-price purchases of the same cash commodity by the same
            person.

                                      415


     (2)  Purchases of any commodity for future delivery, sales of any put
          options on futures contracts and/or purchases of any call options on
          futures contracts, which do not exceed in quantity:

          (i)  Fixed-price sales of the same cash commodity by the same person;
               and

          (ii) The quantity equivalent of fixed-price sales of the cash products
               and derivative products of such commodity by the same person.

     (3)  Sales and purchases of commodities for future delivery or of options
          on contracts for future delivery described in subsections (b)(1) and
          (b)(2) may also be offset by the same or other quantities of a
          different cash commodity, provided that the fluctuations in the value
          of the position for future delivery or of the commodity underlying the
          option contract are substantially related to the fluctuations in the
          value of the actual cash position.

(c)  Non-Enumerated Hedging Positions. The Board, or a Committee authorized by
     the Board, may recognize positions other than those enumerated in
     subsection (b) as bona fide or economically appropriate hedging positions,
     in accordance with the general definition of bona fide or economically
     appropriate hedging positions in Regulation 425.02(a), upon the filing of a
     satisfactory initial statement in accordance with Regulation 425.03. Such
     positions may include:

     (1)  Short-hedging positions (including long put options or short call
          options) of unsold anticipated positions in the same cash commodity by
          the same person;

     (2)  Long-hedging positions (including long call options or short put
          options) of unfilled anticipated requirements of the same cash
          commodity by the same person;

     (3)  Short or long cross-hedging positions, provided that the fluctuations
          in the value of the positions for future delivery or the commodity
          underlying the options positions are substantially related to the
          fluctuations in the value of the anticipated cash positions; or

     (4)  Any other positions in commodities for future delivery or options on
          futures contracts, including those established under the concept of
          "delta-ratio hedging", under such terms and conditions as the Board,
          or a Committee authorized by the Board, may specify.

(d)  Cash positions described in subsections (b) and (c) above shall not include
     those positions or portions of positions which are bona fide hedging
     positions in futures or economically appropriate hedging positions in
     options pursuant to Regulations 425.02 and 425.03.

     Note: Corn, Oats, Soybean, Soybean Oil, Soybean Meal and Wheat futures
     contracts are subject to Commodity Futures Trading Commission Regulation
     1.3(z), which defines bona fide hedging transactions and positions.
     (10/01/00)

425.03    Reporting Requirements For Bona Fide or Economically Appropriate
Hedging Positions in Excess of Limits -

(a)  Initial Statement. Every member or registered eligible business
     organization which owns, controls, or carries positions on behalf of a
     person who seeks classification of such positions as bona fide or
     economically appropriate hedging positions must file a statement
     satisfactory to designated staff or a Committee authorized by the Board in
     order to classify such positions as bona fide or economically appropriate
     hedging positions within the meaning of Regulation 425.02. The initial
     statement of the member or registered eligible business organization filed
     on behalf of a person shall be filed no later than 10 business days after
     the day on which the person's position exceeds the speculative limit for
     each contract specified in Regulation 425.01 (a), and shall include:

     (1)  A description of the kinds of intended positions and their potential
          size;

     (2)  A statement affirming that the kinds of intended positions are bona
          fide or economically appropriate hedging positions; and

     (3)  With respect to the kinds of intended positions that are described as
          non-enumerated hedging positions under Regulation 425.02(c), a
          justification that the kinds of intended positions are consistent with
          the definition of bona fide or economically appropriate hedging
          positions within the meaning of Regulation 425.02(a).

                                      416


(b)  Supplemental Statements. Whenever there is a material change in the
     information provided in the person's most recent statement pursuant to this
     Regulation, a supplemental statement which updates and confirms previous
     information shall be filed with designated staff or a Committee authorized
     by the Board by every member or registered eligible business organization
     owning, controlling or carrying such person's position. The supplemental
     statement shall be filed no later than 10 business days after the day on
     which the person's position exceeds the level specified in the most recent
     statement.

(c)  A Committee or designated staff authorized by the Board will monitor bona
     fide or economically appropriate hedging positions. The initial and
     supplemental statements prescribed in subsections (a) and (b) above must be
     submitted to the Office of Investigations and Audits and shall be
     maintained on a confidential basis. The Board, or a Committee or designated
     staff authorized by the Board may request additional relevant information
     necessary to ensure compliance with this Regulation 425.03. (10/01/00)

425.04  Exemptions From Position Limits -

(a)  The Board, or a Committee authorized by the Board, may establish particular
     position limits on those positions of a person normally known as "spreads,
     straddles or arbitrage," including:

     (1)  intramarket spreads;

     (2)  intermarket spreads;

     (3)  cash-futures arbitrage, where "cash" is defined as spot or forward
          positions; or

     (4)  eligible option/option or option/futures spreads as defined in
          Regulation 425.01.

     In addition, the Board or a Committee authorized by the Board, may
     establish, on a case by case basis, particular maximum position limits on
     certain risk management positions in interest rate, stock index and
     currency futures and options, including:

     (1)  Long positions  (futures, long calls, short puts) whose underlying
          commodity value does not exceed the sum of:

          (i)  Cash set aside in an identifiable manner, or any of the following
               unencumbered instruments so set aside, with maturities of less
               than 1 year:  U.S. Treasury obligations; U.S. agency discount
               notes; commercial paper rated A2 or better by Standard & Poors
               and P2 or better by Moody's; banker's acceptances; or
               certificates of deposit, plus any funds deposited as margin on
               such positions; and

          (ii) Accrued profits on such positions held at the futures commission
               merchant.

     (2)  Long positions (futures, long calls) whose underlying commodity value
          does not exceed the sum of:

          (i)  The value of equity securities, debt securities, or currencies
               owned and being hedged by the trader holding such futures or
               option position, provided that the fluctuations in value of the
               position used to hedge such securities are substantially related
               to the fluctuations in value of the  securities themselves; and

          (ii) Accrued profits on such positions held at the futures commission
               merchant.

     (3)  Short calls whose underlying commodity value does not exceed the sum
          of:

          (i)  The value of securities or currencies underlying the futures
               contract upon which the option is based or underlying the futures
               contract upon which the option is based or underlying the option
               itself and which securities or currencies are owned by the trader
               holding such option position; and

          (ii) The value of securities or currencies whose price fluctuations
               are substantially related to the price fluctuations of the
               securities or currencies underlying the futures contract upon
               which the option is based or underlying the option itself and
               which securities or currencies are owned by the trader holding
               such option position.

     Risk management positions eligible for particular position limits under
     this Regulation do not include

                                      417


     those considered as bona fide or economically appropriate hedging positions
     as defined in Regulation 425.02.

(b)  Requirements for Exemptions from Position Limits. Every member or
     registered eligible business organization which owns, controls or carries
     positions on behalf of a person who wishes to make purchases or sales of
     any commodity for future delivery or any option on a contract for future
     delivery in excess of the position limits then in effect, shall file
     statements on behalf of the person with the Exchange, in such form and
     manner as shall be prescribed by the Board, or by a Committee authorized by
     the Board, in conformity with the requirements of this subsection.

     (1)  Initial Statement. Initial statements concerning the classification of
          positions normally known in the trade as "spreads, straddles or
          arbitrage," or risk management positions, as described in subsection
          (a) above, for the purpose of subjecting such positions to particular
          position limits above those specified in Regulation 425.01 (a), shall
          be filed with designated staff or Committee authorized by the Board no
          later than 10 business days after the day on which such positions
          exceed the position limits then in effect. Such statements shall
          include information necessary to enable the Board, or a Committee
          authorized by the Board, to make a determination that the particular
          kinds of intended positions should be eligible for a higher position
          limit, including, but not limited to:

          (i)  A description of the specific nature and size of positions for
               future delivery or in options on contracts for future delivery
               and offsetting cash, forward or futures positions, where
               applicable, and affirmation that intended positions to be
               maintained in excess of the limits set forth in Regulation 425.01
               (a) will be positions as set forth in subsection (a) above; and

          (ii) In the case of risk management positions, information on the cash
               portfolio being managed and/or any cash or cash market
               instruments held in connection with the intended risk management
               position, as well as other information relevant to the conditions
               specified in subsection (a) above. Of particular interest are
               whether the cash market underlying the futures or option market
               has a high degree of demonstrated liquidity relative to the size
               of the positions, and whether there exist opportunities for
               arbitrage which provide a close linkage between the cash market
               and the futures or options market in question; and whether the
               positions are on behalf of a commercial entity, including
               parents, subsidiaries or other related entities, which typically
               buys, sells or holds the underlying or a related cash market
               instrument.

     (2)  Supplemental Statements. Whenever there is a material change in the
          information provided in the person's most recent statement pursuant to
          this Regulation, a supplemental statement which updates and confirms
          previous  information shall be filed with designated staff or a
          Committee authorized by the Board by every member or registered
          eligible business organization owning, controlling or carrying such
          person's position. The supplemental statement shall be filed no later
          than 10 business days after the day on which the person's position
          exceeds the level specified in the most recent statement.

(c)  A Committee or designated staff authorized by the Board will monitor the
     positions maintained by persons who have obtained particular position
     limits under the provisions of this Regulation. The initial and
     supplemental statements prescribed in subsections (b)(1) and (b)(2) above
     must be submitted to the Office of Investigations and Audits and shall be
     maintained on a confidential basis. The Board, or a Committee or designated
     staff authorized by the Board, may request additional relevant information
     necessary to ensure compliance with this Regulation 425.04, and may, for
     any good reason, amend, revoke or otherwise limit the particular position
     limits established.

(d)  The provisions of this Regulation 425.04 shall not apply to Corn, Oats,
     Soybean, Wheat, Soybean Oil and Soybean Meal futures and options contracts
     traded on the Exchange. (10/01/00)

425.05    Exemption from Aggregation for Position Limit Purposes -

(a). Positions carried for an eligible entity as defined in Commodity Futures
     Trading Commission Regulation 150.1(d), in a separate account or accounts
     of an independent account controller, as

                                      418


     defined in Commodity Futures Trading Commission Regulation 150.1(e) may
     exceed the position limits set forth in Regulation 425.01 to the extent
     such positions are positions not for the spot month and which are carried
     for an eligible entity as defined by Commodity Futures Trading Commission
     Regulation 150.1 or such other persons as the Commission deems exempt
     pursuant to Regulation 150.3, in the separate account or accounts of an
     independent account controller provided however, that the overall positions
     held or controlled by each such independent account controller may not
     exceed the limits specified in Regulation 425.01.

(b)  Additional Requirements for Exemption of Affiliated Entities - If the
     independent account controller is affiliated with the eligible entity or
     another independent account controller, each of the affiliated entities
     must:

     1)   Have and enforce, written procedures in place to preclude such account
          controllers from having knowledge of, gaining access to, or receiving
          data about, trades of other account controllers. Such procedures must
          include document routing, and other procedures or security
          arrangements, including separate physical locations, which would
          maintain the independence of their activities provided, however, that
          such procedures may provide for the disclosure of information which is
          reasonably necessary for an eligible entity to maintain the level of
          control consistent with the fiduciary responsibilities and necessary
          to fulfill its duty to supervise diligently the trading done on its
          behalf;

     2)   Trade such accounts pursuant to separately developed and independent
          trading systems and market such trading systems separately; and

     3)   Solicit funds for such trading by separate Disclosure Documents that
          meet the standards of Commodity Futures Trading Commission Regulation
          4.21.

(c)  Upon request by the Board or a Committee authorized by the Board or such
     person responsible for the supervision of the Office of Investigations and
     Audits, any person claiming an exemption from speculative position limits
     under this Regulation must provide to the Exchange such information as
     specified in the request relating to the positions owned or controlled by
     that person; trading done pursuant to the claimed exemption; the futures,
     options, or cash market positions which support the claim of the exemption;
     and the relevant business relationships supporting a claim of exemption.
     (10/01/00)

425.06    Position Accountability for U.S. Treasury Bonds - A person as defined
in Regulation 425.01(c), who owns or controls more than 10,000 U.S. Treasury
Bond futures and/or futures-equivalent contracts net long or net short in all
months and strike prices combined, or net long or net short futures contracts in
the spot month, or 25,000 option contracts for all months and all strike prices
combined in each option category as defined in Regulation 425.01 (a) shall
thereby be subject to the following provisions:

-    Such person shall provide, in a timely manner upon request by the
     Association, information regarding the nature of the position, trading
     strategy, and hedging information if applicable.

-    Such positions must be initiated and liquidated in an orderly manner.

For purposes of this regulation, all positions in accounts for which a person,
by power of attorney or otherwise, directly or indirectly controls trading shall
be included with the positions held by such person. The provisions of this
regulation shall apply to positions held by two or more persons acting pursuant
to an expressed or implied agreement or understanding, the same as if the
positions were held by a single person.

Nothing herein shall limit the jurisdiction of the Association.  (10/01/00)

425.07    Position Accountability for Long-Term and Medium-Term Treasury Notes -
A person as defined in Regulation 425.01(c), who owns or controls more than
7,500 Long-Term Treasury Note futures and/or futures-equivalent contracts or
more than 7,500 Medium-Term Treasury Note futures and/or futures-equivalent
contracts, net long or net short in all months and strike prices combined, or
net long or

                                      419


net short futures contracts in the spot month, or 20,000 option contracts for
all months and all strike prices combined in each option category as defined in
Regulation 425.01 (a) shall thereby be subject to the following provisions:

-    Such person shall provide, in a timely manner upon request by the
     Association, information regarding the nature of the position, trading
     strategy, and hedging information if applicable.

-    Such person automatically shall consent, when so ordered by the Association
     acting in its discretion, not to increase further the position in Long-Term
     Treasury Notes or Medium-Term Treasury Notes which exceeds the above-
     referenced 7,500 futures and/or futures-equivalent contracts or 20,000
     option contracts level.

-    Such positions must be initiated and liquidated in an orderly manner.

For purposes of this regulation, all positions in accounts for which a person,
by power of attorney or otherwise, directly or indirectly controls trading shall
be included with the positions held by such person. The provisions of this
regulation shall apply to positions held by two or more persons acting pursuant
to an expressed or implied agreement or understanding, the same as if the
positions were held by a single person.

Nothing herein shall limit the jurisdiction of the Association.  (10/01/00)

425.08    Position Accountability for 30-Day Fed Funds Futures - A person as
defined in Regulation 425.01(b), who owns or controls more than 3,000 30-Day Fed
Fund futures contracts, net long or net short in all months combined, or net
long or net short in the spot month, shall thereby be subject to the following
provisions:

     -    Such person shall provide, in a timely manner upon request by the
          Association, information regarding the nature of the position, trading
          strategy, and hedging information if applicable.

     -    Such person automatically shall consent, when so ordered by the
          Association acting in its discretion, not to increase further the
          position in 30-Day Fed Fund futures contracts which exceeds the above-
          referenced 3,000 contract level.

     -    Such positions must be initiated and liquidated in an orderly manner.

For purposes of this regulation, all positions in accounts for which a person,
by power of attorney of otherwise, directly or indirectly controls trading shall
be included with the positions held by such person.  The provisions of this
regulation shall apply to positions held by two or more persons acting pursuant
to an expressed or implied agreement or understanding, the same as if the
positions were held by a single person.

Nothing herein shall limit the jurisdiction of the Association.  (04/01/96)

                                      420


Ch4 Margins and Deposits

430.00    Deposits by Customers - A member acting as commission merchant for a
customer (member or non-member) may require from such customer a deposit, as
indemnity against liability, and subsequent deposits to the extent of any
adverse fluctuations in the market price. Such deposits must be made with the
commission merchant within a reasonable time after demand, and, in the absence
of unusual circumstances, one hour shall be deemed a reasonable time. The
failure of the customer to make such deposit within such time, shall entitle,
but shall not obligate, the commission merchant to close out the trades of the
defaulting customer. If the commission merchant is unable to effect personal
contact with the customer, a written demand left at the office of the customer,
during business hours, shall be deemed sufficient. 209  (08/01/94)

431.00    Margins - No member may accept or carry an account for a customer,
whether a member or non-member, without proper and adequate margin. The Exchange
shall fix minimum margin requirements.

The provisions of the foregoing paragraph do not apply to a non-clearing member
who makes his own trades or who on the Floor gives his orders for trades which
are exclusively for his own account and pays the brokerage thereon. 210
(08/01/94)

431.00A   Permit Holder Interpretation - The term 'non-clearing member' in
paragraph 2 of Rule 431.00 should be interpreted to include Permit Holders.
(08/01/94)

431.01    Margins - Non-Clearing Members - A non-clearing member who makes his
own futures trades or who on the Floor gives his orders for futures trades which
are exclusively for his account shall be subject solely to the provisions of
this Regulation. All futures transactions in such account shall be margined to
the market. 1822B  (08/01/94)

431.02    Margin Requirements - Margin requirements shall at all times be those
requirements currently in effect. Changes in margin requirements shall be
effective on all transactions.

1.   Transferred to Regulations 431.03 and 431.05.

2.   Clearing members may carry contracts for future delivery for foreign and
     domestic correspondents on a gross margin basis as provided in Paragraph 3
     of Regulation 431.03, but only to the extent that such contracts are those
     of customers and non-customers of the foreign and domestic correspondents.

3.   If stocks, bonds or similar collateral, which must be free from liens and
     from any impediments to negotiability, are deposited with a member
     specifically to secure transactions which are executed on this Exchange,
     the current market value less the applicable haircut as specified in SEC
     Rule 15c3-1(c)(2)(vi) may be considered as margin value to such
     transactions.

     A registered futures commission merchant shall not accept as margin,
     pledge, hypothecate, assign or factor any customer owned warehouse receipt
     other than a warehouse receipt that is eligible for delivery in
     satisfaction of futures contracts at a contract market.

4.   Foreign currencies or foreign government securities which are deposited
     with a member for margin purposes must be reported at the current rate of
     exchange to the dollar equivalent. The margin value will be determined by
     Regulation 431.02 paragraph 3.

5.   In computing minimum margin requirements for any customer equities or
     impairment resulting from change in market prices shall be regarded as
     money equivalents.

6.   No member shall extend any credit or give any rebate or gratuity of any
     kind to any person for the purpose of circumventing or evading minimum
     margin requirements.

7.   It shall be incumbent upon each member to require satisfactory evidence
     that all hedging trades are bona fide hedging trades. A letter from a
     customer so stating will be considered "satisfactory evidence" under this
     paragraph unless there is reason to suspect otherwise.

8.   An account shall be entitled to spread margins, whenever said account is in
     a spread position. The carrying member shall designate spread position on
     his margin records.

                                      421


9.   When a correspondent member's account with the Clearing House member
     consists of trades which are spreading trades, such account may be carried
     as a spreading account by the clearing member.

10.  It shall be incumbent upon each member financing purchases of cash grain
     for country elevator customers to require satisfactory evidence that funds
     so loaned are not used to margin future contracts other than for the
     purpose of hedging cash grain.

     When a customer states that funds required to fully margin his account are
     being transmitted at once, the member may consider this assurance in lieu
     of cash for a reasonable period. Members are required to keep written
     records of all margin calls, whether made in writing or by telephone.

11.  Members shall not accept orders for new trades from a customer, unless the
     minimum initial margin on the new trades is deposited and unless the margin
     on old commitments in the account equals or exceeds the initial
     requirements on hedging and spreading trades and/or the maintenance
     requirements specified in Regulations 431.03 and 431.05 on all other
     trades. If the customer has a credit in excess of the initial margin
     requirements on all old commitments in his account, this may be used as
     part or all of the initial margins required on new commitments. However,
     credits in excess of maintenance margins and less than initial margin
     requirements may not be used.

12.  No customer shall be permitted to make withdrawals from an account when the
     margin therein is less than the minimum initial margin specified in
     Regulations 431.03 and 431.05 or when the withdrawals would impair such
     minimum requirements.

13.  No member may carry for a customer spreading transactions when the
     customer's account, figured to the market, would result in a deficit.
     Minimum maintenance margins required on other transactions are specified in
     Regulations 431.03 and 431.05. When a customer's account drops below the
     maintenance margin level, the account must be brought back to initial
     margin requirements. The failure of a member to close the customer's
     account before it results in such deficit or undermargined condition shall
     not relieve the customer of any liability to the member, nor shall such
     failure on the part of a member amount to an extension of credit to the
     customer if the member in the exercise of reasonable care has been unable
     to close the account without incurring such deficit or undermargined
     condition.

14.  A member may use his discretion in permitting a customer having an
     established account to trade during any day without margining each
     transaction, provided the net position resulting from the day's trading is
     margined as required by Rules 286.00, 431.00 and Regulations 431.02, 431.03
     and 431.05.

15.  When a customer switches an open interest in the same grain from one future
     to another and the orders for the purchase and sale are placed
     simultaneously, no additional margins need be required by his commission
     merchant because of such switch. However, if such orders are not placed
     simultaneously, the new position should be margined on the basis of minimum
     initial margin requirements.

16.  A bona fide hedger, in financial instruments, reporting positions on a
     gross basis pursuant to Regulation 705.01, must pay appropriate margins on
     the gross positions reported during the delivery month. 1822 (08/01/94)

431.02A   Hedging Transactions - WHEREAS, Regulation 431.02(7) makes it
incumbent "upon each member to require satisfactory evidence that all hedging
trades are bona fide hedging trades," and

WHEREAS, Regulation 431.02(7) further states that "a letter from a customer so
stating will be considered 'satisfactory evidence' unless there is reason to
suspect otherwise;"

NOW THEREFORE, BE IT RESOLVED that whenever a non-member customer of a member or
member firm carries in its hedging account an open position in any Board of
Trade futures contract exceeding speculative position limits established by the
Association, it shall be incumbent upon the member or member firm to satisfy
itself, and to be able to confirm to the Business Conduct Committee that the
open position of such non-member customer, to the extent that it exceeds such
speculative position limits, represents bona fide hedging transactions.

                                      422


BE IT FURTHER RESOLVED that this resolution be published as a Ruling of the
Association. 42R (08/01/94)

431.03  Margin on Futures - (06/01/01)

(1) MAINTENANCE AND INITIAL MARGINS.  Other than Hedging or Spreading. Under
    the provisions of Rule 431.00, the Exchange hereby fixes the following
    minimum maintenance and initial margins for futures transactions, other than
    hedging and spreading transactions:



-------------------------------------------------------------------------------------------------
                                                                 Initial Margin
                                                                     Mark-Up          Initial
                                     Maintenance Margin            Percentage         Margin
-------------------------------------------------------------------------------------------------
                                                                             
Agricultural Group
-------------------------------------------------------------------------------------------------
Corn                                 $  350 per contract              135%            $  473
-------------------------------------------------------------------------------------------------
Oats                                 $  200 per contract              135%            $  270
-------------------------------------------------------------------------------------------------
Rough Rice                           $  500 per contract              135%            $  675
-------------------------------------------------------------------------------------------------
Soybeans                             $  700 per contract              135%            $  945
-------------------------------------------------------------------------------------------------
Soybean Meal                         $  600 per contract              135%            $  810
-------------------------------------------------------------------------------------------------
Soybean Oil                          $  350 per contract              135%            $  473
-------------------------------------------------------------------------------------------------
Wheat                                $  550 per contract              135%            $  743
-------------------------------------------------------------------------------------------------
Metals Group
-------------------------------------------------------------------------------------------------
Gold - One Kilo                      $  350 per contract              135%            $  473
-------------------------------------------------------------------------------------------------
Gold - 100 Ounce                     $1,050 per contract              135%            $1,418
-------------------------------------------------------------------------------------------------
Silver - 1000 Ounce                  $  200 per contract              135%            $  270
-------------------------------------------------------------------------------------------------
Silver - 5000 Ounce                  $1,000 per contract              135%            $1,350
-------------------------------------------------------------------------------------------------
Financial Instrument Group
-------------------------------------------------------------------------------------------------
Treasury Bonds                       $1,750 per contract              135%            $2,363
-------------------------------------------------------------------------------------------------
Treasury Note (6 1/2-10 year)        $1,200 per contract              135%            $1,620
-------------------------------------------------------------------------------------------------
Treasury Note (5 year)               $  800 per contract              135%            $1,080
-------------------------------------------------------------------------------------------------
Treasury Note (2 year)               $  700 per contract              135%            $  945
-------------------------------------------------------------------------------------------------
Agency Notes (10 year)               $1,200 per contract              135%            $1,620
-------------------------------------------------------------------------------------------------
Agency Notes (5 Year)                $  600 per contract              135%            $  810
-------------------------------------------------------------------------------------------------
30-Day Fed Fund                      $  300 per contract              135%            $  405
-------------------------------------------------------------------------------------------------
Municipal Bond Index                 $1,000 per contract              135%            $1,350
-------------------------------------------------------------------------------------------------
Mortgage                             $  600 per contract              135%            $  810
-------------------------------------------------------------------------------------------------
Stock Index Group
-------------------------------------------------------------------------------------------------
DJIA/SM/ Index                       $5,000 per contract              135%            $6,750
-------------------------------------------------------------------------------------------------


                                      423




                                                                                
-----------------------------------------------------------------------------------------------
DJTA/SM/ Index                     $2,000 per contract                 135%              $2,700
-----------------------------------------------------------------------------------------------
DJUA/SM/ Index                     $2,000 per contract                 135%              $2,700
-----------------------------------------------------------------------------------------------
DJCA/SM/ Index                     $1,000 per contract                 135%              $1,350
-----------------------------------------------------------------------------------------------


(2)  HEDGING MARGINS. Subject to the provisions of Paragraphs 8, 9, 10 and 11 of
     Regulation 431.02, minimum initial and maintenance hedging margins on all
     commitments in futures shall be as follows:



                                                                         Initial
                                                                         Margin
                                                                         Mark-Up          Initial
                                           Maintenance Margin            Percentage       Margin
-------------------------------------------------------------------------------------------------
Agricultural Group
-------------------------------------------------------------------------------------------------
                                                                                 
Corn                                      $  350 per contract               100%           $  350
-------------------------------------------------------------------------------------------------
Oats                                      $  200 per contract               100%           $  200
-------------------------------------------------------------------------------------------------
Rough Rice                                $  500 per contract               100%           $  500
-------------------------------------------------------------------------------------------------
Soybeans                                  $  700 per contract               135%           $  700
-------------------------------------------------------------------------------------------------
Soybean Meal                              $  600 per contract               135%           $  600
-------------------------------------------------------------------------------------------------
Soybean Oil                               $  350 per contract               100%           $  350
-------------------------------------------------------------------------------------------------
Wheat                                     $  550 per contract               100%           $  550
-------------------------------------------------------------------------------------------------
Metals Group
-------------------------------------------------------------------------------------------------
Gold - One Kilo                           $  350 per contract               100%           $  350
-------------------------------------------------------------------------------------------------
Gold - 100 Ounce                          $1,050 per contract               100%           $1,050
-------------------------------------------------------------------------------------------------
Silver - 1000 Ounce                       $  200 per contract               100%           $  200
-------------------------------------------------------------------------------------------------
Silver - 5000 Ounce                       $1,000 per contract               100%           $1,000
-------------------------------------------------------------------------------------------------
Financial Instrument Group
-------------------------------------------------------------------------------------------------
Treasury Bonds                            $1,750 per contract               100%           $1,750
-------------------------------------------------------------------------------------------------
Treasury Note (6 1/2-10 year)             $1,200 per contract               100%           $1,200
-------------------------------------------------------------------------------------------------
Treasury Note (5 year)                    $  800 per contract               100%           $  800
-------------------------------------------------------------------------------------------------
Treasury Note (2 year)                    $  700 per contract               100%           $  700
-------------------------------------------------------------------------------------------------
Agency Notes (10 year)                    $1,200 per contract               135%           $1,200
-------------------------------------------------------------------------------------------------
Agency Notes (5 year)                     $  600 per contract               100%           $  600
-------------------------------------------------------------------------------------------------


                                      424




                                                                  
---------------------------------------------------------------------------------
30 Day Fed Funds                 $  300 per contract          100%         $  300
---------------------------------------------------------------------------------
Municipal Bond Index             $1,000 per contract          100%         $1,000
---------------------------------------------------------------------------------
Mortgage                         $  600 per contract          100%         $  600
---------------------------------------------------------------------------------
Stock Index Group
---------------------------------------------------------------------------------
DJIA/SM/ Index                   $5,000 per contract          100%         $5,000
---------------------------------------------------------------------------------
DJTA/SM/ Index                   $2,000 per contract          100%         $2,000
---------------------------------------------------------------------------------
DJUA/SM/ Index                   $2,000 per contract          100%         $2,000
---------------------------------------------------------------------------------
DJCA/SM/ Index                   $1,000 per contract          100%         $1,000
---------------------------------------------------------------------------------


(3)  SPREADING MARGINS. The minimum maintenance margin of spreading transactions
     shall be as follows:

     Intra-market spreads (involving the same commodity) where both sides of the
     transaction are carried on the books of one member firm shall be margined
     to the market, except for the following commodities which will be margined
     as indicated:



                 Old crop/New crop:        Initial/Maintenance
                 ---------------------------------------------
                                        
                 Corn                      $ 68 / $ 50
                 ---------------------------------------------
                 Soybeans                  $338 / $250
                 ---------------------------------------------
                 Soybean Meal              $405 / $300
                 ---------------------------------------------
                 Soybean Oil               $135 / $100
                 ---------------------------------------------
                 Wheat                     $135 / $100
                 ---------------------------------------------
                 Oats                      $135 / $100
                 ---------------------------------------------


Inter-market spreads where both sides of the transaction are carried on the
books of one member firm shall be as follows (See paragraph (1) for initial
margin mark-up percentage):



                                                               Spread
Spread                                                         Credit %
                                                            
-----------------------------------------------------------------------
Soybeans vs. Soybean Oil                                         50%
-----------------------------------------------------------------------
Soybeans vs. Soybean Meal                                        65%
-----------------------------------------------------------------------
Treasury Notes (6-1/2-10 year) vs. Treasury Bonds                75%
-----------------------------------------------------------------------
(2) Treasury Notes (6-1/2-10 year) vs. Treasury Bonds            80%
-----------------------------------------------------------------------
(3) Treasury Notes (5 year) vs. (2) Treasury Notes               85%
(6-1/2-10 year)
-----------------------------------------------------------------------


                                      425


                                                             
------------------------------------------------------------------------------
 Treasury Notes (6-1/2-10 year) vs. Municipal Bond Index             75%
------------------------------------------------------------------------------
 Treasury Notes (2 year) vs. Municipal Bond Index                    60%
------------------------------------------------------------------------------
 Treasury Bonds vs. Municipal Bond Index                             75%
------------------------------------------------------------------------------
 Treasury Notes (5 year) vs. Treasury Notes (6-1/2-10 year)          75%
------------------------------------------------------------------------------
 Treasury Notes (5 year) vs. Treasury Bonds                          60%
------------------------------------------------------------------------------
 (5) Treasury Notes (5 year) vs. (2) Treasury Bonds                  75%
------------------------------------------------------------------------------
 Treasury Notes (5 year) vs. Municipal Bond Index                    55%
------------------------------------------------------------------------------
 (5) Treasury Notes (2 year) vs. (2) Treasury Bonds                  65%
------------------------------------------------------------------------------
 Treasury Notes (2 year) vs. Treasury Notes (6-1/2-10 year)          65%
------------------------------------------------------------------------------
 Treasury Notes (2 year) vs. Treasury Notes (5 year)                 85%
------------------------------------------------------------------------------
 (3) Treasury Notes (2 year) vs. (2) Treasury Notes (6-1/2-10        75%
  year)
------------------------------------------------------------------------------
 Treasury Bonds vs. (2) 10 Yr. Agency                                65%
------------------------------------------------------------------------------
 10 Yr. Agency Notes vs. 10 Yr. T-Notes                              80%
------------------------------------------------------------------------------
 (2) 10 Yr. Agency Notes vs. (3) 5 Yr. T-Notes                       75%
------------------------------------------------------------------------------
 (2) 10 Yr. Agency Notes vs. (3) 2 Yr. T-Notes                       65%
------------------------------------------------------------------------------
 (2) Treasury Bonds vs. (5) 5 Yr. Agency                             55%
------------------------------------------------------------------------------
 (2) 10 Yr. Treasury Notes vs. (3) 5 Yr. Agency                      75%
------------------------------------------------------------------------------
     5 Yr. Treasury Notes vs. 5 Yr. Agency                           85%
------------------------------------------------------------------------------
     2 Yr. Treasury Notes vs. 5 Yr. Agency                           80%
------------------------------------------------------------------------------
 (2) 10 Yr. Agency vs. (3) 5 Yr. Agency                              75%
------------------------------------------------------------------------------
     T-Bonds vs. (3) Mortgage                                        75%
------------------------------------------------------------------------------
     10-Yr. T-Notes vs. (2) Mortgage                                 80%
------------------------------------------------------------------------------
     5 Yr. T-Notes vs. Mortgage                                      80%
------------------------------------------------------------------------------
     10 Yr. Agency vs. (2) Mortgage                                  80%
------------------------------------------------------------------------------
     5 Yr. Agency vs. Mortgage                                       80%
------------------------------------------------------------------------------
 Crush Spread (Same Crop Year) Soybeans (September
 Forward) vs.
------------------------------------------------------------------------------
 Soybean Meal (October Forward) vs.
------------------------------------------------------------------------------
 Soybean Oil (October Forward)                                       80%
------------------------------------------------------------------------------
 Crush Spread
------------------------------------------------------------------------------
   (10) Soybeans
------------------------------------------------------------------------------
   vs. (11) Soybean Meal
------------------------------------------------------------------------------



                                      426


                                                          

   vs. (9) Soybean Oil                                          80%
------------------------------------------------------------------------------
  For the purpose of this paragraph, a crush spread is a position of 5,000
  bushels of soybeans against one contract of soybean meal and one contract
  of soybean oil or a ratio of contracts that conforms to generally accepted
  soybean processor crush relationships. The number of crush spreads is
  limited to the net positions within any of the commodities.
------------------------------------------------------------------------------

   



Spread                                                 Spread Credit %
--------------------------------------------------------------------------
                                                          
1:1:1:4 DJTA/SM/, DJUA/SM/, DJIA/SM/ vs. DJCA/SM/            70%
--------------------------------------------------------------------------
1:2 DJIA/SM/ vs. DJCA/SM/                                    70%
--------------------------------------------------------------------------


(4) INTER-MARKET SPREADS. Inter-market spreads (involving the same commodity)
where both sides of the transaction are carried on the books of one member firm
shall be margined on the Chicago Board of Trade side as follows (SPAN-does not
currently recognize inter-market spreads):



Spread                                                       Spread Credit %
-------------------------------------------------------------------------------
                                                          
CBOT Wheat vs. Kansas City Board of Trade Wheat              80%
-------------------------------------------------------------------------------
CBOT Wheat vs. Minneapolis Grain Exchange Spring Wheat       70%
-------------------------------------------------------------------------------
Gold (100 oz.) vs. Comex Gold                                50%
-------------------------------------------------------------------------------
(3) Kilo Gold vs. (1) Comex Gold                             50%
-------------------------------------------------------------------------------
Silver (5000 oz.) vs. Comex Silver                           50%
-------------------------------------------------------------------------------
(5) CBOT 1,000 Silver vs. (1) Comex 5,000 Silver             50%
-------------------------------------------------------------------------------
Other inter-market spreads:
-------------------------------------------------------------------------------
(2) CBOT T-Note (2 year) vs. 3 CME Eurodollar                70%
-------------------------------------------------------------------------------
(5) CBOT T-Note (2 year) vs. 2 FINEX T-Note (5 year)         80%
-------------------------------------------------------------------------------
(5) CBOT T-Note (5 year) vs. 2 FINEX T-Note (5 year)         80%
-------------------------------------------------------------------------------
(5) CBOT T-Note (5 year) vs. 2 FINEX T-Note (2 year)         80%
-------------------------------------------------------------------------------
(1) CBOT DJIA/SM/ vs. (1) KCBOT Mini-Value Line              70%
-------------------------------------------------------------------------------
(5) CBOT DJIA/SM/ vs. (2) Value Line                         70%
-------------------------------------------------------------------------------
(1) CBOT DJIA/SM/ vs. (10) Amex Diamonds                    $800
                                                            (per CBOT side)
-------------------------------------------------------------------------------


(5) INTER-MARKET SPREADS FOR CBOT AND MIDAM CONTRACTS

(a) Customers
--- ---------
For purposes of Regulations 431.03 and 431.05, any spread or other recognized
strategy specified therein may consist of a combination of positions in Chicago
Board of Trade and MidAmerica Commodity Exchange (MidAm) contracts, provided
that each MidAm position in such a combination is equivalent in size, and is in
the same commodity, as is specified with respect to a Chicago Board of Trade
position.

(b) Non-Clearing Members
--- --------------------
For purposes of Regulations 431.01, 431.03 and 431.06, any spread or other
recognized strategy specified therein may consist of a combination of positions
in Chicago Board of Trade and MidAmerica Commodity Exchange (MidAm) contracts,
provided that each MidAm position in such a combination:

    --  is equivalent in size, and is in the same commodity, as is specified
        with respect to a Chicago Board of Trade position;

                                      427



        and

    --  is in a contract in which the non-clearing member has MidAm membership
        privileges.

431.03A Margins-Spreads involving soybeans versus only crude soybean oil or only
soybean meal or spreads involving crude soybean oil versus soybean meal do not
meet the requirements of Paragraph 4(a) of Regulation 431.03 and, therefore, do
not qualify for margins on one side only. 34R (08/01/94)

431.03B Margins-The Rules Committee was asked the following questions:

(1) Is it permissible for a carrying broker to maintain an account with a bank
    where it is specified that the deposits therein are made at the request of a
    particular client - such funds not necessarily being those of the client.

(2) Is it permissible to maintain such an account, limiting it to the amounts
    deposited by such client.

    The Committee is unanimously of the opinion that these practices are a
    violation of the Association's minimum margin Rules and Regulations.  They
    constitute the extending of credit for margins. 40R  (08/01/94)

431.04  Notice of Undermargined Omnibus Accounts-(See 285.05) (08/01/94)

431.05  Margin on Options-Under the provisions of Rule 431.00, the Board
hereby establishes that minimum margins for option transactions will be
determined by the *Standard Portfolio Analysis of Risk- (SPAN-) margin
calculations.

     Maintenance margin will equal the maximum of:

     (a) Market Risk Margin calculation

     (b) Extreme Market Risk calculation

     (c) Gross Short Option calculation

     (d) Initial margins for each commodity are identified in Regulations
     431.03(1), (2) and (3).

     For all long option positions premium must be paid in full when the
     position is initiated. See Regulations 1305.01, 1605.01, 2205.01, 2705.01,
     2805.01, 2905.01, 3005.01, 3105.01, 3205.01, 3305.01, 3505.01, 3605.01,
     4405.01, 4605.01, 4805.01 and 5805.01.

     The values of the following policy variables will be determined by the
     Board of Directors:

     1. Normal range of futures price changes.

     2. Normal range of implied volatility changes.

     3. Intermonth spread margin for determining intermonth spread risk.

     4. Extreme range of futures price changes.

     5. Backup margin collection ratio for the Extreme calculation.

     6. Gross short option assessment level.  (06/01/01)

431.06  Margin on Options-Non-Clearing Members--A non-clearing member who
makes his own option trades or who on the Floor gives his orders for option
trades which are exclusively for his account shall be subject solely to the
provisions of the *Standard Portfolio Analysis of Risk-margin (SPAN-).

     Maintenance margin will equal the maximum of:

     (a) Market Risk Margin calculation.

     (b) Extreme Market Risk calculation.

     (c) Gross Short option calculation.

For all long option positions premium must be paid in full when the position is
initiated. See Regulations

                                      428



1305.01, 1605.01, 2205.01, 2705.01, 2805.01, 2905.01, 3005.01, 3105.01, 3205.01,
3305.01, 3505.01, 3605.01, 4405.01, 4605.01, 4805.01 and 5805.01.
(06/01/01)

*"SPAN-" and "Standard Portfolio Analysis of Risk-" are trademarks of the
Chicago Mercantile Exchange. The Chicago Mercantile Exchange assumes no
liability in connection with the use of SPAN by any person or entity.

B.  Inter-Market Option Spreads--(See 431.03) section 5  (04/01/00)

432.00  Customers' Securities--The improper use of a customer's securities is
inconsistent with just and equitable principles of trade. 211  (08/01/94)

433.00  Agreement for Use of Securities--An agreement between a member and a
customer, authorizing the member to pledge securities, either alone or with
other securities carried for the account of the customer, either for the amount
due thereon or for a greater amount, or to lend such securities, does not
justify the member in pledging or loaning more of such securities than is fair
and reasonable in view of the indebtedness of said customer to said member.

No form of general agreement between a member and a customer shall warrant the
member in using securities carried for the customer for delivery on sales made
by the member for his own account, or for any account in which the firm or
corporation of said member or of any general or special partner therein is
directly or indirectly interested. 212  (08/01/94)

433.01  Construction of Rules 432.00 and 433.00--A customer's wholly owned
securities and/or excess collateral (securities in excess of the approximate
amount required to enable the member carrying the account to finance it) must be
segregated in a manner which clearly identifies their ownership. The member
carrying the account shall keep a record of the location of such segregated
securities and the means by which their ownership may be identified. When such
securities are in the custody of another broker, the member carrying the account
shall keep such other broker fully informed at all times as to the specific
securities to be segregated. This Regulation applies to both odd lots and round
lots.  (08/01/94)

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Ch4 Transfer Trades/Exchange Service Fees

443.00  Exempt Transactions--The provisions of the Rules and Regulations
respecting member rates of commission and brokerage rates shall be superseded
not later than March 4, 1978. 219A  (08/01/94)

444.01 Transfer Trades; Exchange of Futures for Physicals and Give-up
Transactions--Transfer trades, or office trades, are defined and limited to
trades made upon the books of a commission merchant for the purpose of: (a)
transferring existing trades from one account to another within the same office
where no change in ownership is involved; or, (b) transferring existing trades
from the office of one commission merchant to the office of another commission
merchant where no change in ownership is involved, provided that no such
transfer may be made for the purpose of evading and avoiding delivery on such
trades and provided further that if such transfer is made after receipt from the
Clearing House of a notice of intention to deliver applicable to such trades,
then the notice of intention to deliver must be passed through the Clearing
House along with the trades so transferred and the Clearing House shall
thereupon pass the notice of intention to deliver to the commission merchant to
whom such transfer has been made and delivery shall be taken by such commission
merchant; or, (c) exchanging futures for cash commodities or in connection with
cash commodities transactions; or, (d) to establish the prices of cash
commodities; or, (e) correcting errors on cleared trades, provided the original
trade documentation confirms the error and the special clearing code or screen
designated by the Board of Directors has been used to identify these transfers;
or (f) transferring trades executed on behalf of another commission merchant
from the account of the executing commission merchant to the account of the
other commission merchant customer where no change of ownership is involved,
provided that the special clearing code or screen designated by the Board of
Directors has been used to identify these transfers. The Business Conduct
Committee ("BCC") may, in its discretion, upon written request, exempt a
transfer trade from the requirements of this provision providing that the
transfer trade is made for the purpose of combining the positions held by two or
more commodity pools which are operated by the same commodity pool operator and
traded by the same commodity trading advisor, pursuant to the same strategy,
into a single account so long as the transfer does not result in the liquidation
of any open positions, and the pro rata allocation of interests in the
consolidating account does not result in more than a de minimize change in the
value of the interest of any pool participant and such other transfers as the
BCC, in its discretion, shall exempt in connection with or as a result of, a
merger, asset purchase, consolidation or similar non-recurring transaction
between two or more entities where one or more entities become the successor in
interest to one or more other entities.

Give-up transactions must be transferred in accordance with the procedure
provided in subparagraph (f) above. In the case of give-up transactions, the
commission merchant ("executing commission merchant") executing a trade on
behalf of another commission merchant (the "carrying commission merchant")
(including such carrying commission merchant's customers) must submit the trade
to the Clearing House for clearing, and remains responsible for the clearing and
settlement of such trade as prescribed by the Clearing House. Executing
commission merchants and carrying commission merchants must utilize an automated
invoicing system for commission payments resulting from give-up transactions, as
determined by the Board of Directors. Notwithstanding the foregoing, the
executing commission merchant, carrying commission merchant and, as applicable,
the customer on the account at the carrying commission merchant for which the
trade is executed, may by agreement set out their respective obligations and
financial responsibility to one another relating to the transfer of the trade.

Exchange of futures in connection with cash commodity transactions or of futures
for cash commodities may be made at such prices as are mutually agreed upon by
the two parties to the transaction. All transactions involving exchanges of
futures in connection with cash commodity transactions or of futures for cash
commodities transactions involving CBOE 50 and CBOE 250 Stock Index futures
shall be priced within the day's trading range.

All transfer trades made between the offices of two commission merchants and all
office trades made in connection with cash commodity transactions or the
exchange of futures for cash commodities shall be

                                      430



designated by proper symbol as transfer or office trades and must be cleared
through the Clearing House in the regular manner.

Transfer trades must be made at the same price or prices which appear on the
books of the transferring commission merchant, and the transfer must also show
the date when such trade or trades were originally made; provided, however, that
those transfers involving a debtor as defined by and in accordance with
Regulation 272.02 shall retain the original trade date for purposes of delivery
but shall be entered on the books of the transferee at the settlement price on
the day of the transfer. In addition, each party to transfer trade transactions
shall file with the Clearing House a memorandum stating the nature of the
transaction, whether the transaction has resulted in a change of ownership, the
kind and quantity of cash commodity, if any is involved, the kind, quantity and
price of the commodity future, the name of the opposite Clearing member, if any,
and such other information as the Clearing House may require. 1809A (09/01/98)

444.01A Transfer Trades and Inter-Market Spreads - - Owing to the fact that some
questions have arisen as to what may properly be handled in the way of give-ups,
as office trades or transfer trades, particularly in connection with the new
Commodity Exchange Act, the Directors have found it necessary to clarify this
situation with certain interpretations which will be mailed to all members
shortly. In the meantime, there is one point which seems important because of
the past custom of the trade, and we wish to call attention to it. In case a
house has spread orders between markets at a guaranteed difference, such as
buying Winnipeg or Minneapolis or Kansas City and selling Chicago at a fixed
difference, it has been customary in the past in the event they found some other
house going the other way at the same difference to exchange futures in the two
markets in order to consummate the spread. In other words, this was done by
give-ups rather than by pit executions. Under the new interpretation, such a
give-up is not permissible, inasmuch as it involves a change of ownership and is
not a give-up against a cash transaction, as interpreted by the Commodity
Exchange Act or the Board of Trade Rules. Accordingly, it will not be
permissible to exchange futures in the form of give-ups under such
circumstances, which will compel the actual filling of these limited spreads by
means of pit executions.

While this appears to work a certain amount of hardship, it seems to be required
in order to conform to the law and to the Rules of the Association; and,
accordingly, attention is directed to it in order to avoid possible confusion
where spreads are being worked between two markets.  (08/01/94)

444.01B  Prohibition on Exchange of Futures for Cash Commodities Involving
Multi-Parties--The exchange of futures for cash commodities or in connection
with cash commodity transactions may only occur when the buyer of the futures
contracts is the seller of the cash commodity and the seller of the futures
contracts is the buyer of the cash commodity. The transaction must be submitted
to the clearing house by a clearing firm acting on its own behalf or for the
beneficial account of a customer who is a party to the transaction.  (08/01/94)

444.02 Clearance of Exchanges of Futures for Physicals Transactions--With
respect to the futures portion of an exchange of future for physical
transaction, clearing firm on opposite sides of the transaction must
subsequently approve the terms of the transaction, including the clearing firm
(division), price, quantity, commodity, contract month and date prior to
submitting the transaction to the Clearing House. (08/01/94)

444.03  Transfer Trades in a Delivery Month--During the delivery month and 2
business days prior to the first delivery day, (or in the case of crude
petroleum during position month) transfer trades for the purpose of offsetting
existing positions where no change of ownership is involved are prohibited when
the date of execution of the position being transferred is not the same as the
transfer date. Positions carried at different houses for the same owner 2
business days prior and to a delivery month and thereafter (or in the case of
crude petroleum during position month) are required to be offset in the pit or
through the normal delivery process. The receiving firm has the responsibility
to assure compliance with this regulation.  (08/01/94)

450.00  Exchange Service Fees--
(a)  members, membership interest holders and member firms. Each Full and
     Associate Member, Membership Interest Holder and member firm shall be
     obligated to pay to the Association, at such times and in such manner as
     the Board may prescribe, a transaction fee of 5 cents for each contract

                                      431



     (1) for such Member's or Membership Interest Holder's own account; (2) for
     such member firm's account; and (3) executed by such Member or Membership
     Interest Holder on the Floor of the Association as a floor broker for the
     account of others. The maximum of fees paid hereunder per year by any Full
     or Associate Member in respect to contracts described in categories (1) and
     (3) above, shall be $25,000.

(b)  non-member. Effective on the date set by Regulation adopted by the Board,
     each member or registered eligible business organization handling the funds
     of non-member customers shall include, in the statements to each customer,
     an Exchange Service Fee of 50 cents for each Board of Trade futures
     contract bought, sold or delivered for the account of the non-member
     customer. All Exchange Service Fees collected from non-member customers
     shall be remitted by the member or registered eligible business
     organization to the Association at such times and in such manner as the
     Board may prescribe. The Exchange Service Fees remitted to the Association
     in respect to nonmember transactions shall be expended only for purposes
     determined by the Board to be of benefit to non-member customers and other
     market participants.

(c)  licensed contract fee. In addition to the fee specified in Rule 450.00(b),
     a Licensed Contract Fee of 25 cents per contract shall apply for non-member
     transactions in Dow JonesSM and Municipal Bond Index contracts. This fee
     shall be collected and remitted in the same manner as is specified in Rule
     450.00(b).

(d)  EFP surcharge. In addition to the fees specified in Rule 450.00(a) or
     450.00(b), as applicable, a surcharge of 10 cents per contract shall apply
     to Exchange for Physicals ("EFP") transactions.

     Members, Membership Interest Holders and member firms shall be obligated to
     pay these surcharges to the Association in the same manner as is specified
     in Rule 450.00(a). Surcharges applicable to non-member transactions shall
     be collected and remitted in the same manner as is specified in Rule
     450.00(b).

(e)  revenue. The Board shall have the authority in its discretion to suspend
     member transaction fees, fees on the execution of trades and non-member
     Exchange Service Fees at any time during a fiscal year upon making a
     determination that year-to-date Exchange revenues have attained a
     sufficient level to render the further collection of such fees unwarranted.

(f)  reports. Each member or registered eligible business organization subject
     to the provisions of this Rule shall submit to the Association such reports
     as the Board may deem necessary for the administration of this Rule.

(g)  enforcement. No member or registered eligible business organization shall
     be obligated to the Association for the payment of Exchange Service Fees
     attributable to non-member transactions except to the extent that such fees
     are collected from non-member customers; provided, however, that each
     member or registered eligible business organization responsible for the
     collection of Exchange Service Fees shall make a bona fide and diligent
     effort to collect such amounts and shall not have the right, without prior
     approval of the Association, to release or forgive any indebtedness of a
     non-member to the Association for Exchange Service Fees. In the event of
     delinquencies in the payment of Exchange Service Fees by a non-member, the
     Board in its discretion may order that further trading in the accounts of
     such non-member shall be for liquidation only until the indebtedness is
     paid.

(h)  special assessments. This Rule shall not be construed to supersede Rule
     240.00 in any way nor to abrogate the responsibility and right of the Board
     to levy such additional assessments, charges or fees pon the membership as
     may be necessary to meet the obligations of the Association. 136 (01/01/01)

450.01    Exchange Service Fees - Payment of the Exchange Service Fee in respect
to transactions executed by a Member, Membership Interest Holder, or Delegate on
the Floor as a floor broker for the account of others, under Rule 450.00, must
be remitted to the Exchange's Accounting Department within thirty days
commencing from the date of the Exchange's invoice to the member. Failure to pay
the invoiced transaction fees within the prescribed thirty days may result in
the suspension (pursuant to the provisions of Exchange Regulation 540.06) of the
defaulting member's membership privileges, including

                                      432


floor access and the benefit of member transaction fees.

Payment of the Exchange Service Fee in respect to transactions for Members'
Membership Interest Holders' or Delegates' own accounts or Member firms'
accounts, under Rule 450.00, must be remitted to the Exchange's Accounting
Department by the member firm clearing such transactions within twenty-one days
commencing from the date of the Exchange's invoice to such clearing member firm.

No member or registered eligible business organization shall identify on its
statements to nonmember customers any charge as an "Exchange Service Fee" unless
the amount shown is actually due and payable to the Association under Rule
450.00. (04/01/01)

450.01A   Exchange Service Fees - BE IT RESOLVED, that Regulation 450.01 be
adopted with effective date of April 1, 1974 for Exchange Service Fees on member
transactions and May 1, 1974 for Exchange Service Fees on non-member
transactions. (08/01/94)

450.01B   Options Transactions - BE IT RESOLVED, that pursuant to the Board's
authority set forth in Rule 450.00 (a) and (b), the collection and payment of
all member and non-member transaction fees that otherwise would be applicable to
transactions in options on Treasury Bond futures shall be waived for any such
transactions made prior to March 31, 1983. (08/01/94)

450.01C   Exchange Service Fees - BE IT RESOLVED, that pursuant to the Board's
authority set forth in Rule 450.00 (a) ane (b) the collection and payment of all
non-member transaction fees that otherwise would be applicable to transactions
in Major Market Index or AMEX Market Value Index futures contracts shall be
waived to the extent of forty eight cents per contract for the account of a
member or member firm of the American Stock Exchange. (08/01/94)

450.02    Member's Own Account and Member Firm's Account - For the purpose of
implementing Rule 450.00, the terms "member's own account" in subsection (a)(1)
and "member firm's account" in subsection (a)(2) shall refer only to those
commodity futures or commodity options trading accounts that are wholly owned by
and held in the name of one or more members, member firms, or entities which are
wholly-owned by one or more members or member firms or which wholly own a member
firm. No other direct or indirect affiliate of a member firm shall be entitled
to member transaction fees. The term "member firm" shall refer only to a firm
registered with the Exchange pursuant to Regulation 230.02. An account owned by
and held in the name of a non-member individual who is a shareholder, partner,
employee, director or officer of a member firm shall not be considered a member
firm's account. An account owned by and held in the name of a non-member spouse
or other relative of a member shall not be considered a member's account. In
addition, for the purpose of Rule 450.00, a commodity futures or commodity
options trading account placed in trust shall be deemed a "member's own account"
if the following are true: (1) the member is the sole settlor of the trust; (2)
the member is one of the trustees of the trust and

                                      433


as such trustee, has sole control over the investment-making decision of the
trust; (3) the beneficiaries of the trust include only the member, the member's
spouse and/or the member's descendants; (4) the trust declaration expressly
incorporates the Rules and Regulations of the Exchange, as may be amended; (5)
the interest in the trust that inures to the beneficiaries of the trust shall be
subject to all Rules and Regulations of the Exchange, as may be amended; and (6)
the non-member trustee, if any, expressly agrees in the trust declaration, to be
subject to all Rules and Regulations of the Exchange, as amended. The member
must provide to the Exchange, via the Member Services Department, a copy of the
trust declaration creating the trust described in the preceding sentence as well
as any amendments thereto along with a letter from an attorney stating that in
the attorney's opinion, the trust created is designed to achieve the estate
planning objectives of the member. Upon the member's death or if the member is
adjudged incompetent, any commodity futures or commodity options trading account
placed in trust pursuant to this section by such member will be treated as a
non-member trading account and will be subject to Exchange Service Fee set forth
in Rule 450.00(b). (07/01/99)

450.03    Exchange Service Fees for Professional Trading Firms - (a) In addition
          to the Exchange Service Fee assessed pursuant to Rule 450.00(a), any
          member firm that is or should be registered under Regulation 230.02(5)
          and that is not wholly-owned by members or member firms shall also be
          obligated to pay to the Association, at such times and in such manner
          as the Board may prescribe, an additional transaction fee of 3.5 cents
          for each contract for such member firm's account. For the purpose of
          the previous sentence, "members" shall mean those individuals who own
          or have delegated to them any of the following memberships or
          membership interests: Full, Associate, COM or IDEM.

(b)       This Regulation 450.03 shall not apply to those member firms whose
          employee-members(s) personally execute(s), on the trading floor and/or
          on the e-cbot electronic trading system for the eligible business
          organization's proprietary account, at least five hundred thousand
          (500,000) contracts in its first year as a member firm of the Exchange
          and at least 1 million (1,000,000) contracts for each calendar year
          thereafter. (05/01/01)

450.04    Exchange Service Fees - Adjustments - Exchange Service Fee adjustments
may be granted to or required of member firms which have made overpayments or
underpayments to the Exchange as a result of the incorrect identification of
member or non-member accounts. However, such adjustments will not be made or
required for any time period which is earlier than five years before the month-
end preceding the date when a rebate request is made by the firm or which is
earlier than five years before the end of the audit period selected by the
Exchange. Interest and/or costs may be assessed in accordance with policies
established by the Regulatory Compliance Committee. (01/01/99)

450.05    Fees -- Members and member firms will be granted lower fees than non-
members. (11/01/00)

450.06    Member Fee Cap Clarification - The maximum amount of fees paid of
$25,000 as described in Rule 450.00 (a) applies only to trades executed on the
Exchange trading floor and not to trades executed through the a/c/e trading
platform. (03/01/01)

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Ch4 Adjustments

460.01    Errors and Mishandling of Orders - (See 350.04)  (08/01/94)
460.02    Checking and Reporting Trades - (See 350.02)  (08/01/94)
460.03    Failure to Check Trades - (See 350.01)  (08/01/94)
460.04    Price of Execution Binding - (See 331.01)  (08/01/94)


Ch4 Customer Orders

465.01    Records of Customers' Orders - Immediately upon receipt in the sales
office of a customer order each member or registered eligible business
organization shall prepare a written record of the order. It shall be dated and
time-stamped when the order is received and shall show the account designation,
except that in the case of a bunched order the account designation does not need
to be recorded at that time if the order qualifies for and is executed pursuant
to and in accordance with CFTC Regulation 1.35(a-1)(5). The order shall also be
time-stamped when it is transmitted to the Floor of the Exchange and when its
execution, or the fact that it is unable to be executed, is reported from the
Floor of the Exchange to the sales office. All time-stamps required by this
paragraph shall show the time to the nearest minute.

Immediately upon receipt on the Floor of the Exchange of a customer order, each
member or registered eligible business organization shall prepare a written
record of the order. It shall be dated and time-stamped when the order is
received on the Floor and shall show the account designation, except that in the
case of a bunched order the account designation does not need to be recorded at
that time if the order qualifies for and is executed pursuant to and in
accordance with CFTC Regulation 1.35(a-1)(5). The order shall also be time-
stamped:
(a)  when it is transmitted to the floor broker if it is not transmitted
     immediately after it is received on the Floor, and

(b)  if the written order is transmitted to the floor broker, when the order is
     received back from the floor broker, or

(c)  if the order is transmitted to the floor broker verbally or by hand
     signals, when a report of its execution, or the fact that it is unable to
     be executed, is received from the floor broker.

Only time-stamps which are specified by the Exchange and synchronized with the
Exchange Floor master clock may be used on the Exchange Floor.

It shall be an offense against the Association to manipulate or tamper with any
time-stamp on the Exchange Floor, so as to put it out of synchronization with
the master clock. Records of customer orders executed through the Exchange's
Project A system facility shall be governed by 9B.20.

Any errors on written records of customer orders prepared on the Floor of the
Exchange may be corrected by crossing out the erroneous information without
obliterating or otherwise making illegible any of the originally recorded
information. (07/01/99)

465.02    Application and Closing Out of Offsetting Long and Short Positions -

(a)  APPLICATION OF PURCHASES AND SALES. Any commission merchant, subject to the
     Rules of the Association, who

    (1)   Shall purchase any commodity for future delivery for the account of
          any customer (other than the "Customers' Account" of another
          commission merchant) when the account of such customer at the time of
          such purchase has a short position in the same future of the same
          commodity on the same market, or

    (2)   Shall sell any commodity for future delivery for the account of any
          customer (other than the "Customers' Account" of another commission
          merchant) when the account of such customer at the time of such sale
          has a long position in the same future of the same commodity on the
          same market, or

    (3)   Shall purchase a put or call option for the account of a customer when
          the account of such customer at the time of such purchase has a short
          put or call option position in the same option series as that
          purchased, or

    (4)   Shall sell a put or call option for the account of a customer when the
          account of such customer at the time of such sale has a long put or
          call option position in the same option series as that sold

                                      436


     shall on the same day apply such purchase or sale against such previously
     held short or long futures or options position, as the case may be, and
     shall promptly furnish such customer a purchase and sale statement showing
     the financial result of the transactions involved.

(b)  CUSTOMERS'S INSTRUCTIONS. In all instances wherein the short or long
     futures or options position in such customer's account immediately prior to
     such offsetting purchase or sale is greater than the quantity purchased or
     sold, the commission merchant shall apply such offsetting purchase or sale
     to such portion of the previously held short position as may be specified
     by the customer. In the absence of specific instructions from the customer,
     the commission merchant shall apply such offsetting purchase or sale to the
     oldest portion of the previously held long or short position, as the case
     may be. Such instructions also may be accepted from any person who, by
     power of attorney or otherwise, actually directs trading in the customer's
     account unless the person directing the trading is the commission merchant
     (including any partner thereof), or is an officer, employee, or agent of
     the commission merchant. With respect to every such offsetting transaction
     that, in accordance with such specific instructions, is not applied to the
     oldest portion of the previously held futures or options position, the
     commission merchant shall clearly show on the purchase and sale statement
     issued to the customer in connection with the futures or options
     transaction, that as a result of the specific instructions given by or on
     behalf of the customer the transaction was not applied in the usual manner
     i.e., against the oldest portion of the previously held futures or option
     position. However, no such showing need be made if the commission merchant
     has received such specific instructions in writing from the customer for
     whom such an account is carried.

(c)  IN-AND-OUT TRADES; DAY TRADES. Notwithstanding the provisions of paragraphs
     (a) and (b) above, this Regulation shall not be deemed to require the
     application of purchases or sales closed out during the same day (commonly
     known as "in-and-out trades" or "day trades") against short or long
     positions carried forward from a prior date.

(d)  EXCEPTIONS. The provisions of this Regulation shall not apply to:

     (1)  purchases or sales of futures contracts for the purpose of covering
          the granting of options on a contract market, if such purchases or
          sales are accompanied by instructions and other evidence that such
          futures contracts are cover for granted options.

     (2)  Purchases or sales constituting "bona fide hedging transactions" as
          defined in C.F.T.C. Regulation 1.3(z).

     (3)  sales during a delivery period for the purpose of making delivery
          during such delivery period if such sales are accompanied by
          instructions to make delivery thereon, together with warehouse
          receipts or other documents necessary to effectuate such delivery.

     (4)  Purchases or sales made in separate account of a commodity pool,
          provided that:

          (i)    The trading for such pool is directed by two or more
                 unaffiliated commodity trading advisors acting independently,
                 each of which is directing the trading of a separate account;

          (ii)   The commodity pool operator maintains only such minimum control
                 over the trading for such pool as is necessary to fulfill its
                 duty to supervise diligently the trading for such pool;

          (iii)  Each trading decision made by a commodity trading advisor for
                 such pool is determined independently of all trading decisions
                 made by any other commodity trading advisor for such pool;

          (iv)   The purchases and sales for such pool directed by different
                 commodity trading advisors acting independently are executed by
                 open and competitive means on or subject to the rules of a
                 contract market; and

          (v)    No position held for or on behalf of separate pool accounts
                 traded in accordance with paragraphs (d) (4) (i), (d) (4) (ii),
                 (d) (4) (iii) and (d) (4) (iv) of this section may be closed

                                      437


               out by transferring such an open position from one of the
               separate accounts to another account of the pool.

     (5)  Purchases or sales made in separate accounts owned by a customer or
          option customer, provided that:

          (i)    Each person directing trading for one of the separate accounts
                 is unaffiliated with and acts independently from each other
                 person directing trading for a separate account;

          (ii)   Each person directing trading for one of the separate accounts,
                 unless he is the account owner himself, does so pursuant to a
                 power of attorney signed and dated by the customer, and which
                 includes, at a minimum, the name, address and telephone number
                 of the person directing trading and the account number over
                 which such power is granted;

          (iii)  Each trading decision made for each separate account is
                 determined independently of all trading decisions made for the
                 other separate account or accounts;

          (iv)   The purchases and sales for such accounts are executed by open
                 and competitive means on or subject to the rules of a contract
                 market;

          (v)    No position held for or on behalf of separate accounts traded
                 in accordance with paragraphs (d) (5) (i), (d) (5) (ii), (d)
                 (5) (iii) and (d) (5) (iv) of this section may be closed out by
                 transferring such an open position from one of the separate
                 accounts to another of such accounts; and

          (vi)   The customer or option customer and each person directing
                 trading for the customer or option customer provides the
                 futures commission merchant with written confirmation that the
                 trading and the operation of the customer's or option
                 customer's accounts will be in accordance with paragraphs (d)
                 (5) (i), (d) (5) (ii), (d) (5) (iii), (d) (5) (iv) and (d) (5)
                 (v) of this section. The written confirmation must be signed
                 and dated, and received by the futures commission merchant
                 before it can avail itself of this exception provided by this
                 paragraph.

     (6)  Purchases or sales made in separate accounts of a p|) }) anted an
          exemption in accordance with 425.05 and 495.05 of this chapter,
          provided that:

          (i)  The purchases and sales for such accounts are executed in open
               and competitive means on or subject to the rules of a contract
               market; and

          (ii) No position held for or on behalf of separate accounts traded in
               accordance with this paragraph may be closed out by transferring
               such an open position from one of the separate accounts to
               another of such accounts.

     (7)  Purchases or sales held in error accounts, including but not limited
          to floor broker error accounts, and purchases or sales identified as
          errors at the time they are assigned to an account that contains other
          purchases or sales not identified as errors and held in that account
          ("error trades"), provided that:

          (i)    Each error trade does not offset another error trade held in
                 the same account;

          (ii)   Each error trade is offset by open and competitive means on or
                 subject to the rules of a contract market by not later that the
                 close of business on the business day following the day the
                 error trade is discovered and assigned to an error account or
                 identified as error trade, unless at the close of business on
                 the business day following the discovery of the error trade,
                 the relevant market has reached a daily price fluctuation limit
                 and the trader is unable to offset the error trade, in which
                 case the error trade must be offset as soon as practicable
                 thereafter; and

          (iii)  No error trade is closed out by transferring such an open
                 position to another account also controlled by that same
                 trader.

                                      438


     (8)  Purchases or sales held in the separate accounts of a customer who has
          granted discretionary authority to a futures commission merchant, an
          associated person of a futures commission merchant, or a commodity
          trading advisor trading separate trading programs which have been
          marketed separately, provided that:

          (i)  The purchases or sales for such accounts are executed in open and
               competitive means on or subject to the rules of a contract
               market; and

          (ii) No position held for or on behalf of separate accounts traded in
               accordance with this paragraph (d)(8) may be closed out by
               transferring such an open position from one of the separate
               accounts to another of such accounts.

(e)  With respect to the exception from the provisions of this section set forth
     in paragraph (d) (5) of this section, if a futures commission merchant that
     carries the separate accounts of a customer or option customer, or if an
     associated person of such futures commission merchant, directs trading for
     one of the separate accounts:

     (1)  the futures commission merchant must first furnish the customer or
          option customer with a written statement disclosing that, if held
          open, offsetting long and short positions in the separate accounts may
          result in the charging of additional fees and commissions and the
          payment of additional margin, although offsetting positions will
          result in no additional market gain or loss. Such written statement
          shall be attached to the risk disclosure statement required to be
          provided to a customer or option customer under CFTC Regulation 1.55.
          (07/01/94)

465.02A   Exchange's No Position Stance on FCM's Internal Bookkeeping
Procedures - The Exchange takes no position regarding the internal bookkeeping
procedures of a commission merchant who, for the convenience of a customer, may
hold concurrent long and short position in the same commodity, month (and strike
price). This does not relieve the commission merchant of its responsibilities
under Regulation 465.02 of offsetting the position for Exchange reporting
purposes (i.e., Large Trader, Open Interest and Long Positions Eligible for
Delivery) and promptly furnishing the customer a purchase and sale statement
showing the financial result of the transactions involved. (08/01/94)

465.03    Orders and Cancellations Accepted On A 'Not Held' Basis - (See 337.01)
(08/01/94)

465.04    Records of Floor Order Forms - Clearing Members shall establish and
maintain procedures that will assure the complete accountability of all floor
order forms used on the Exchange Floor. Machine and handwritten orders are
required to be machine sequentially prenumbered and maintained by the firm in
sequential order. (08/01/94)

465.05    Floor Order Forms - All floor orders must be in a form approved by the
Floor Governors Committee or an employee of the Office of Investigations and
Audits designated by the Floor Governors Committee.

Floor order forms must be machine sequentially prenumbered and contain the
following machine preprinted information:

(1)  the name of the Clearing Member;

(2)  bracket designations,

(3)  a space designated for the customer account number; and

(4)  a space designated for the executing broker identification.  (08/01/94)

465.06    Broker's Copy of Floor Orders - Upon request, a clearing firm must
provide its broker, in an expeditious and reasonable manner, with a copy of
every floor order he is asked to execute. (08/01/94)

465.07    Designation of Order Number Sequences - To facilitate Exchange
monitoring of order flow volume, the Exchange may prescribe particular sequences
of order form numbers for member firms to use in specified areas of the Exchange
Floor. (07/01/94)

                                      439


465.08    Post-Execution Allocation - All trades entered and executed in
accordance with CFTC Regulation 1.35(a-1)(5) regarding orders eligible for
post-execution allocation, must be allocated in sufficient time to meet the
requirements of the Board of Trade Clearing Corporation trade submission for the
trade date of the order. (07/01/99)

466.00    Orders Must be Executed in the Public Market - (See 332.00) (08/01/94)

                                      440


Ch4 Offices and Branch Offices

475.00    Offices and Branch Offices - Member firms and member sole proprietors
may establish offices other than main offices. All offices of member firms and
member sole proprietors and employees thereof shall be subject to the Rules and
Regulations of the Association, and shall be subject to the jurisdiction of the
Business Conduct Committee in connection therewith; provided, however, that the
Business Conduct Committee may exempt such offices and employees from any such
Rule or Regulation which is incompatible with, in conflict with or unrelated to
the functions performed by them. The term "branch office" shall include each
branch office or wholly-owned subsidiary of the member firm that solicits,
accepts, or services Commodity Futures Contracts or Options and/or is listed by
the member firm as a branch office with the National Futures Association.

A branch office must conduct business under the same name as the parent firm or
corporation. 129 (01/01/99)

                                      441


Ch4 APs and Other Employees

480.01    APs - An Associated Person ("AP") is an employee of a member sole
proprietor or member firm who solicits, accepts or services business other than
in a clerical capacity in commodity futures and commodity options, and who has
been granted registration as an Associated Person ("AP") by the Commodity
Futures Trading Commission (CFTC) or the National Futures Association (NFA)
pursuant to the Commodity Exchange Act. (08/01/94)

480.02    Employers Responsible for APs - Employers, in all instances, shall be
responsible for the acts and omissions of their APs and branch office managers.
(08/01/94)

480.09    Other Employees - The Business Conduct Committee may require that the
name, remuneration, term of employment and actual duties of any employee of a
member or of a member firm shall be stated to the Committee, together with such
other information with respect to the employee as the Committee may deem
requisite. The Committee may, in its discretion, disapprove of said employment,
remuneration or term of employment. (08/01/94)

480.10    Supervision - Any willful act or omission by which a member fails to
ensure compliance with the rules, regulations and bylaws of the Association by
such member's partners, employees, agents or persons subject to his supervision
shall constitute an offense against the Association by the member.

Any willful act or omission by which a member firm fails to ensure compliance
with the rules, regulations and bylaws of the Association by such member firm's
partners, directors, officers, employees or agents shall constitute an offense
against the Association by the member firm. (07/01/95)

                                      442


Ch4 Options Transactions

490.00    Application of Rules and Regulations - Unless specifically negated or
unless superseded, each Rule or Regulation of the Association pertaining to
transactions in future delivery contracts shall apply with equal force and
effect to transactions in options. (08/01/94)

490.02    Option Customer Complaints - Each commission merchant engaging in the
offer or sale of options pursuant to these Rules and Regulations shall, with
respect to all written option customer complaints and oral option customer
complaints which result in, or which would result in an adjustment to the option
customer's account in an amount in excess of one thousand dollars:

     (1)  Retain all such written complaints and make and retain written records
          of all such oral complaints; and

     (2)  Make and retain a record of the date the complaint was received, the
          employee who serviced the account, a general description of the matter
          complained of, and what, if any, action was taken by the commission
          merchant in regard to the complaint. (08/01/94)

490.03    Supervision Procedures - Each commission merchant engaging in the
offer or sale of options pursuant to these Rules and Regulations shall adopt and
enforce written procedures pursuant to which it will be able to supervise
adequately each option customer's account, including but not limited to, the
solicitation of such account; provided that, as used in this Regulation, the
term "option customer" does not include another commission merchant. (08/01/94)

490.03A   Introducing Brokers Guaranteed by Member FCMs/Supervision
Procedures - The Board of Directors in a special polling held on Friday,
February 3, 1984 approved the following Resolution of the Member Services
Committee pursuant to Regulation 490.03 of the Association.

     WHEREAS, The Commodity Futures Trading Commission has provided by
     regulation that introducing brokers operating pursuant to a guarantee
     agreement with an FCM be permitted to solicit and/or accept orders for
     exchange-traded options if the Exchange of which the guarantor FCM is a
     member has adopted rules which govern the commodity option related activity
     of the guaranteed introducing broker; and

     WHEREAS, it is the desire of certain members to permit the solicitation
     and/or acceptance of Chicago Board of Trade options by introducing brokers
     guaranteed by a member FCM;

     NOW THEREFORE, be it -

RESOLVED, that each Rule or Regulation of the Association pertaining to the
options sales practices of members or their employees shall apply with equal
force and effect to the options sales practices of introducing brokers who are
operating pursuant to a guarantee agreement with a member FCM and such member
FCM shall be fully responsible therefor, and that this Resolution shall remain
in effect until rescinded by a vote of the members or until such time as the
National Futures Association or other registered futures association adopts
rules which are approved by the Commodity Futures Trading Commission to govern
the commodity option related activity of such guaranteed introducing brokers.
(08/01/94)

490.05    Disclosure - Each commission merchant engaging in the offer or sale of
options pursuant to these Rules and Regulations shall enforce the following
requirements pertaining to disclosure statements:

     (1)  Prior to opening an options account for an options customer, each
          commission merchant must furnish the options customer with a separate
          written risk disclosure statement, as set forth and described in
          Commodity Futures Trading Commission Regulation 33.7, and receive from
          the options customer an acknowledgement, signed and dated by the
          options customer, that he received and understood the disclosure
          statement.

     (2)  Each disclosure statement and acknowledgement must be retained by the
          commission merchant in accordance with applicable Regulations of the
          Commodity Futures Trading Commission.

                                      443


     (3)  Prior to the entry into an options transaction pursuant to these Rules
          and Regulations, each commission merchant or the person soliciting or
          accepting the order therefor must provide each options customer with
          all of the information required under the disclosure statement;
          Provided, further, that the commission merchant must provide current
          information to an options customer if the information provided
          previously has become inaccurate.

     (4)  Prior to the entry into an options transaction pursuant to these Rules
          and Regulations, each options customer or prospective options customer
          shall, to the extent the following amounts are known or can reasonably
          be approximated, be informed by the person soliciting or accepting the
          order therefore of the amount of the premium, commissions, costs, fees
          and other charges to be incurred in connection with the options
          transaction, as well as the strike price and all costs to be incurred
          by the options customer if the option is exercised; in addition, the
          limitations, if any, on the transfer of an options customer's account
          to a commission merchant other than the one through whom the options
          transaction is to be executed shall also be provided in writing.

     (5)  For the purposes of this Regulation, a commission merchant shall not
          be deemed to be an options customer. (08/01/94)

490.06    Promotional Material - Each commission merchant engaging in the offer
or sale of futures and options pursuant to these Rules and Regulations shall
promptly make available upon request to the Office of Investigtions and Audits
all promotional material pertaining to trading in such futures and options.

For the purposes of this Regulation, the term "promotional material" includes:

     (1)  any text of a standardized oral presentation, or any communication for
          publication in any newspaper, magazine or similar medium, or for
          broadcast over television, radio, or other electronic medium, which is
          disseminated or directed to a customer or prospective customer
          concerning a commodity futures or option transaction;

     (2)  any standardized form of report, letter, circular, memorandum or
          publication which is disseminated or directed to a customer or
          prospective customer; and

     (3)  any other written material disseminated or directed to a customer or
          prospective options customer for the purpose of soliciting a futures
          or options order, including any disclosure statement. (08/01/94)

490.07    Sales Communication - Each commission merchant engaging in the offer
or sale of futures and options pursuant to these Rules and Regulations is
prohibited from making fraudulent or high-pressure sales communications relating
to the offer or sale of such futures and options. (08/01/94)

490.09    Reports by Commission Merchants - Each commission merchant shall make
and submit such reports showing options positions held by any of its customers,
in such form as may be required from time to time by the Office of
Investigations and Audits or the Business Conduct Committee. Specifically, and
without limiting the authority of the Office of Investigations and Audits or the
Business Conduct Committee under this Regulation, all information needed to
comply with Part 16 of the Commission's Regulations (17 CFR Part 16) may be
collected from any member. (08/01/94)

                                      444



============================================================================================
Chapter 5
Disciplinary Proceedings
============================================================================================

                                                                                      
     Ch5 Offenses......................................................................
         500.00  Inequitable Proceedings...............................................
         501.00  Fictitious Transactions...............................................
         502.00  Demoralization of Market..............................................
         503.00  Misstatements.........................................................
         504.00  Acts Detrimental to Welfare of the Association........................
         504.00A Transactions in Warehouse Receipts....................................
         505.00  Commodity Exchange Act................................................
         506.00  Reckless Dealing......................................................
         507.00  Investment Trust Corporation..........................................
         508.00  Circulation of Rumors.................................................
         509.00  Other Offenses........................................................
         511.00  Trading on Other Exchanges............................................
         512.00  Insolvency............................................................
         513.00  Announcement of Suspension............................................
         514.00  Insolvent Member......................................................
         515.00  Investigation.........................................................
         515.01  Insolvency............................................................
         516.00  Reinstatement.........................................................
         517.00  Suspended Member......................................................
         518.00  Suspension for Default................................................
         519.00  Decorum Offenses......................................................
         519.00A 505
         519.01  Committee Procedure...................................................
         519.02  Floor Conduct Committee...............................................
         519.03  Bracketing Violations.................................................
         519.04  Pit Committee Supervision and Enforcement of Pit Decorum..............
         519.05  Weapons Prohibition...................................................
         519.06  Submission of Computerized Trade Reconstruction Data..................
         519.07  Sexual Harassment.....................................................
         520.00  Smoking...............................................................
         520.00A Exchange Floor Fines..................................................
         521.00  Floor Access..........................................................

     Ch5 Proceedings...................................................................
         540.00  Proceedings Before The Board..........................................
         540.00A Committee Authority To Refer Matters for Investigation................
         540.01  Review Of Investigation Report........................................
         540.02  Notice and Answer in Connection with Disciplinary Proceedings.........
         540.03  Procedures for Hearings on Charges....................................
         540.04  Disciplinary Decisions................................................
         540.05  Appeals from a Decision of a Disciplinary Committee...................
         540.06  Procedures For Member Responsibility Actions..........................
         540.07  Finality Of Disciplinary Decisions And Member Responsibility Actions..
         540.08  Offers of Settlement..................................................
         540.09  Offers of Settlement..................................................
         540.10  Disciplinary Jurisdiction Over Agricultural Regular Firms.............
         540.11  Appellate Committee...................................................




                                                                                 
         540.12  Hearing Committee.....................................................
         540.13  Application of Rules and Regulations..................................
         540.14  Disciplinary Committee Composition....................................
         540.15  Failure to Pay a Disciplinary Fine....................................
         541.00  Special Investigations By Board.......................................
         542.00  Business Conduct Committee............................................
         543.00  Floor Governors Committee.............................................
         543.01  Investigations........................................................
         544.00  Waiver of Hearing.....................................................
         545.00  Testimony And Production Of Books And Records.........................
         545.01  Furnishing Information................................................
         545.02  Record Keeping........................................................
         545.03  Record Keeping Qualifications.........................................
         545.04  Equity Runs Transmission Requirement..................................
         545.05  Maintenance of Telephone Recordings...................................
         546.00  Testimony Before Other Exchanges......................................
         548.00  Incriminating Evidence................................................
         549.00  Depositions of Witnesses..............................................
         550.00  Rehearing.............................................................
         551.00  Financial Compliance Committee........................................

       Ch5 Penalties...................................................................
         560.00  Expulsion and Suspension from Membership..............................
         560.01  Disciplinary Notice...................................................
         560.02  Association Bar.......................................................
         561.00  Suspended or Expelled Member Deprived of Privileges...................
         562.00  Discipline During Suspension..........................................
         563.00  Trade Checking Penalties..............................................

     



================================================================================
Chapter 5
Disciplinary Proceedings
================================================================================

Ch5 Offenses

500.00    Inequitable Proceedings - It shall be an offense against the
Association to violate any Rule or Regulation of the Association or any By-Law
or Resolution of the Clearing House, regulating the conduct or business of
members, or any agreement made with Association, or engage in fraud,
dishonorable or dishonest conduct, or in conduct or proceedings inconsistent
with just and equitable principles of trade, or make default relating to the
delivery of contracts traded for future delivery (unless such default was
unintentional). 141 (08/01/94)

501.00    Fictitious Transactions - It shall be an offense against the
Association to create fictitious transactions or to give an order for the
purchase or sale of futures or options the execution of which would involve no
change in ownership, or to execute such an order with knowledge of its
character. 142 (08/01/94)

502.00    Demoralization of Market - Purchases or sales of commodities or
securities, or offers to purchase or sell commodities or securities, made for
the purpose of upsetting the equilibrium of the market and bringing about a
condition of demoralization in which prices will not fairly reflect market
values, are forbidden and any member who makes or assists in making such
purchase or sale or offers to purchase or sell with knowledge of the purpose
thereof, or who, with such knowledge shall be a party to assist in carrying out
any plan or scheme for the making of such purchases or sales or offers to
purchase or sell, shall be deemed to be guilty of an act inconsistent with just
and equitable principles of trade. 143 (08/01/94)

503.00    Misstatements - It shall be an offense against the Association to make
a misstatement upon a material point to the Board, or to a Standing or Special
Committee, or to the Executive Committee, or to the Board of Governors of the
Clearing House, or on an application for membership.

If, after notice and opportunity for hearing in compliance with Regulation
540.02 and 540.03, the Hearing Committee finds that a member, prior to his
application for membership, has been guilty of a fradulent, dishonorable, or
dishonest act and that the facts and circumstances thereof were not disclosed on
his application for membership, the member may be expelled or suspended in
accordance with this chapter. 144 (08/01/94)

504.00    Acts Detrimental to Welfare of the Association - It shall be an
offense against the Association to engage in any act which may be detrimental to
the interest or welfare of the Association. 145 (08/01/94)

504.00A   Transactions in Warehouse Receipts - Rule 504.00

It has come to the attention of the Directors that certain member firms have
entered into contracts for the purchase and/or sale for deferred delivery of
warehouse receipts for grain in store in Chicago.

In the opinion of the Directors, this practice is unusual and irregular and is
in violation of various Rules and Regulations of the Association and is
detrimental to the interest and welfare of the Association under Rule 504.00.

You are hereby notified that members are liable to discipline if they enter into
contracts for the purchase or sale for deferred delivery of grain in store in
Chicago or of warehouse receipts issued against grain in elevators located in
the Chicago Switching District.

This interpretation does not affect the purchase and sale of grain for future
delivery consummated in accordance with the Rules and Regulations relating to
futures contracts; nor sales in store when payment and delivery is made on the
following day nor the purchase and sale of warehouse receipts on a 'when



                                 Ch5 Offenses
                                 ------------

delivered' basis entered into after the expiration of trading in a contract and
requiring performance on or before the end of the delivery month.  3R
(08/01/94)

505.00    Commodity Exchange Act - Any member or any registered eligible
business organization adjudged guilty of a violation of the Commodity Exchange
Act or of any Regulation or Order thereunder, by the final decision in a federal
administrative or judicial proceeding may be deemed to have violated Rule 504.00
of the Association. 603 (04/01/98)

506.00    Reckless Dealing - Reckless and unbusinesslike dealing is inconsistent
with just and equitable principles of trade. 146 (08/01/94)

507.00    Investment Trust Corporation - Participation by a member, or by a firm
or corporation, registered under the provisions of these Rules and Regulations,
in the formation or management of investment trust corporations, or similar
organizations, which in the opinion of the Board involve features which do not
properly protect the interests of investors therein, may be held to be an act
detrimental to the interests or welfare of the Association. 148 (08/01/94)

508.00    Circulation of Rumors - The circulation in any manner of rumors of a
sensational character by a member, in any case where such act does not
constitute fraud or conduct inconsistent with just and equitable principles of
trade, is an act detrimental to the interest or welfare of the Association.

Members shall report to the Secretary any information which comes to their
notice as to the circulation of such rumors. 149 (08/01/94)

509.00    Other Offenses

A.   It shall be an offense against the Association to:

(a)  Attempt extortion;

(b)  Trade systematically against the orders or position of his customers;

(c)  Manipulate prices of or attempt to corner the market in any commodity or
     security;

(d)  Disseminate false or inaccurate market information;

(e)  Trade or accept margins after insolvency;

(f)  Make any trade for the account of or give up the name of any clearing
     member without authority from such clearing member;

(g)  Be deprived of the privilege of trading under the Commodity Exchange Act;

(h)  Trade for any person deprived of the privilege of trading under the
     Commodity Exchange Act;

(i)  Accept an order or make a trade for the Manager, Assistant Manager, or
     other employee of the Clearing House except in the exercise of their
     official duties;

(j)  Fail to comply with an order or award of the Committee of Arbitration. 150

B.   No member shall be directly or indirectly interested in or associated in
     business with, or have his office directly or indirectly connected by
     public or private wire or other method or contrivance with, or transact any
     business directly or indirectly with or for

(a)  Any bucket shop; or

(b)  Any organization, firm, or individual making a practice of dealing on
     differences in market quotations; or

(c)  Any organization, firm or individual engaged in purchasing or selling
     commodities or securities for customers and making a practice of taking the
     side of the market opposite to the side taken by customers. 152 (08/01/94)

511.00    Trading on Other Exchanges - No member of this Association shall be
permitted to trade on any exchange in the City of Chicago whose Constitution,
By-Laws, Rules, or Regulations prescribe or



                                 Ch5 Offenses
                                 ------------

limit the trading privileges of our members on our own Exchange. 608 (08/01/94)

512.00    Insolvency - (See 270.00) (08/01/94)

513.00    Announcement of Suspension - (See 271.00) (08/01/94)

514.00    Insolvent Member - (See 272.00) (08/01/94)

515.00    Investigation - (See 273.00) (08/01/94)

515.01    Insolvency - (See 273.01) (08/01/94)

516.00    Reinstatement - (See 274.00) (08/01/94)

517.00    Suspended Member - Time for Settlement - (See 276.00) (08/01/94)

518.00    Suspension for Default - (See 278.00) (08/01/94)

519.00    Decorum Offenses - Disorderly conduct, sexual harassment, intentional
physical abuse, the use of profane or obscene language, presence in restricted
areas, the commission of any other offenses as listed in Ruling 520.00A, or the
violation of any Regulation approved by the Board which relates to decorum on
the Exchange Floor is a decorum offense. The penalty for any such offense may be
a warning, a fine not to exceed $5,000, and/or denial of the privilege of the
Floor for a period not exceeding five (5) days, as determined by the Floor
Conduct Committee. Such denial shall not be considered to be a suspension.

Except in the case of a minor penalty pursuant to Regulation 519.01 for which no
hearing has been requested, the Floor Conduct Committee shall proceed in
accordance with Regulations 540.02 through 540.05. The decision of the Floor
Conduct Committee may be appealed to the Appellate Committee as provided in
Regulation 519.02(d). (01/01/96)

519.00A   Unauthorized entry into the trading areas (see 310.01) shall be deemed
to constitute presence in restricted areas. (08/01/94)

519.01    Committee Procedure -

(a) FLOOR CONDUCT COMMITTEE.

    (i)   The Floor Conduct Committee may impose minor penalties against members
          for decorum offenses committed by such members or by any person or
          persons for whom such members are responsible. The Floor Conduct
          Committee may impose minor penalties for the offenses set forth in
          Regulation 520.00A. Minor penalties for the purpose of this Regulation
          shall be defined as a warning, fines not exceeding $5,000 for any one
          offense and/or access denial not to exceed five days. A respondent may
          request a hearing by filing a written request for a hearing with the
          Exchange Services Department within ten (10) business days after the
          penalty is imposed; the Floor Conduct Committee shall hear the matter
          in accordance with Regulation 540.02 through 540.05. The decision of
          the Floor Conduct Committee may be appealed to the Appellate Committee
          as provided in Regulation 519.02(d). Failure to request a hearing
          shall be deemed a consent to the warning or fine. Unless a hearing is
          requested, if a fine is not paid within thirty (30) days after it was
          due, the Floor Conduct Committee may, without hearing, revoke the
          badge or suspend the floor privileges of a floor clerk for whose
          conduct the fine was imposed.

    (ii)  The Floor Conduct Committee pursuant to this Regulation may impose
          minor penalties for disorderly conduct, intentional physical abuse,
          sexual harassment and the use of profane or obscene language. The
          Floor Conduct Committee, in its discretion, may impose a fine not to
          exceed $5,000, in addition to any access denial, for any violation
          within its jurisdiction regardless of the number of the offense.

    (iii) Any member or individual with floor access privileges who has received
          a Floor Conduct Committee Notice of Rule(s) Violation ("ticket") for a
          decorum offense of Disorderly Conduct, Intentional Physical Abuse,
          Sexual Harassment and/or Use of Profane or Obscene Language



                                 Ch5 Offenses
                                 ------------

          and, during the same trading session, engages in a further Rule or
          Regulation violation relating to Disorderly Conduct, Intentional
          Physical Abuse, Sexual Harassment and/or Use of Profane or Obscene
          Language may, in addition to other sanctions (including, but not
          limited to, fines, suspensions and expulsions imposed by the
          Association pursuant to the Rules and Regulations) be immediately and
          summarily removed from the Exchange trading floor and denied trading
          floor access for the remainder of the trading session pursuant to the
          following procedures:

          (1)   Certification by the Chairman of the Pit Committee (or, in the
                Chairman's absence, by a Vice Chairman of the Pit Committee)
                that the individual has continued to engage in Disorderly
                Conduct, Intentional Physical Abuse, Sexual Harassment and/or
                Use of Profane or Obscene Language after having previously
                received a Floor Conduct Committee Notice of Rule (s) Violation
                ("ticket") for the same offense in the same trading session; and

          (2)   Approval of such summary action by a member of the Floor
                Governors Committee and a member of the Board of Directors or by
                two members of the Board of Directors, provided that no
                individual granting such approval shall have been involved in
                the altercation.

Additionally, should the first such offense be of such a serious nature, the
individual similarly may be denied trading floor access for the duration of the
trading session pursuant to the above procedure.

(b) FLOOR GOVERNORS COMMITTEE.

    (i)   The Floor Governors Committee may, without hearing, impose minor
          penalties against members or member firms for bracketing violations or
          for violations involving the accurate and complete maintenance of
          books and records, including the submission of Computerized Trade
          Reconstruction Data, within its jurisdiction committed by such
          members, member firms, or by any person or persons for whom such
          members or member firms are responsible. Minor penalties for the
          purpose of this subparagraph shall be defined as fines not exceeding
          $1,000 for any one offense.

    (ii)  Following is the schedule of minor penalties the Floor Governors
          Committee may impose pursuant to subparagraph (i); however, this
          schedule is non-binding, and the Floor Governors Committee, in its
          discretion, may impose a fine not to exceed $1,000 for any violation
          within its jurisdiction regardless of the number of the offense:

          ---------------------------------------------------------------------
          ERRORS OR OMISSIONS IN BRACKETING       1st Offense       $ 100 fine
                                                  -----------------------------
          TRADES:                                 2nd Offense       $ 250 fine
                                                  -----------------------------
                                                  3rd Offense       $ 500 fine
                                                  -----------------------------
                                                  4th Offense       $1,000 fine
          ---------------------------------------------------------------------
          ERRORS OR OMISSIONS IN SUBMISSION OF    1st Offense       $ 100 fine
                                                  -----------------------------
          COMPUTERIZED TRADE RECONSTRUCTION       2nd Offense       $ 250 fine
                                                  -----------------------------
          DATA:                                   3rd Offense       $ 500 fine
                                                  -----------------------------
                                                  4th Offense       $1,000 fine
          ---------------------------------------------------------------------

    (iii) The Floor Governors Committee may, without hearing, impose minor
          penalties against members for intra-association or contiguous
          association trading in excess of the percentages permitted by the
          Board pursuant to Regulation 330.03. Minor penalties for the purpose
          of this subparagraph shall be defined as fines not exceeding $5,000
          for any one offense.

   (iv)   Following is the schedule of minor penalties the Floor Governors
          Committee may impose pursuant to subparagraph (iii); however, this
          schedule is non-binding, and the Floor Governors Committee, in its
          discretion, may impose a fine not to exceed $5,000 for any violation
          within its jurisdiction regardless of the number of the offense



                                 Ch5 Offenses
                                 ------------

            ---------------------------------------------------
            1st Offense                             $  500 fine
            ---------------------------------------------------
            2nd Offense within 24 months            $1,000 fine
            ---------------------------------------------------
            3rd Offense within 24 months            $2,500 fine
            ---------------------------------------------------
            Any subsequent offense within 24 months $5,000 fine
            ---------------------------------------------------

    (v)     At the time of an offense of the type set forth in subparagraphs (i)
            or (iii), or as soon thereafter as practical, a representative of
            the Office of Investigations and Audits, shall upon the
            authorization of one member of the Floor Governors Committee, issue
            a ticket to the offender notifying the member or member firm that
            the Floor Governors Committee may impose a summary penalty in
            accordance with this regulation or may issue charges against the
            member or member firm and impose penalties as authorized in Rule
            543.00. A representative of the Office of Investigations and Audits
            shall submit a copy of the ticket to the Floor Governors Committee.
            The Committee shall then determine whether to summarily impose a
            minor penalty or to issue charges. The Committee shall also have the
            authority to summarily impose minor penalties or to issue charges
            for the types of offenses set forth in subparagraphs (i) or (iii) on
            the basis of reports presented to the Committee by the Office of
            Investigations and Audits.

    (vi)    A respondent may request an appeal of a minor penalty by filing a
            written request for a hearing with the Office of Investigations and
            Audit within ten (10) business days after the penalty is imposed;
            the Floor Governors Committee shall hear the matter in accordance
            with Regulations 540.02 through 540.05. The decision of the Floor
            Governors Committee maybe appealed to the Appellate Committee as
            provided in Rule 540.00 (e). Failure to request a hearing shall be
            deemed a consent to the fine.

    (vii)   Whenever the Floor Governors Committee summarily imposes a minor
            penalty against a member or member firm, the member or member firm
            shall be given written notification of the penalty. The notice shall
            inform the member or member firm of the right to appeal the penalty
            to the Committee and the consequences of a failure to pay a fine if
            no hearing is requested.

    (viii)  Nothing contained herein shall be construed to limit or restrict the
            powers and authority of the Floor Governors Committee. (01/01/97)

519.02      Floor Conduct Committee -

(a) The Chairman of the Association may, with the consent of the Board, appoint
    members to a Floor Conduct Committee. Members of the Committee may not be
    members of the Floor Governors Committee.

(b) Meetings. The Floor Conduct Committee shall determine the time and place of
    its meetings and the manner and form in which such meetings shall be
    conducted. In the interest of efficiency, the Chairman of the Floor Conduct
    Committee may appoint panels of Floor Conduct Committee members to hold duly
    constituted meetings. Any such panel shall consist of three or more members
    of the Floor Conduct Committee. The majority vote of such a panel of the
    Committee shall be the official act or decision of the Committee. The
    Chairman of the Floor Conduct Committee shall determine for each meeting, in
    his or her sole discretion, whether a panel or the full Floor Conduct
    Committee shall convene.

(c) Duties of Committee. It shall be the function and duty of the Floor Conduct
    Committee to ensure decorum on the Floor of the Exchange in regard to
    decorum offenses set forth in Regulations 520.00A, 519.00A, 519.05 and
    519.07 and in accordance with Rule 519.00 and Regulation 519.01. Floor
    Conduct Committee members shall issue a ticket to an offender notifying him
    that the Floor Conduct Committee has imposed a warning or fine as described
    in Regulations 520.00A, 519.00A and/or 519.05 and in accordance with Rule
    519.00 and Regulation 519.01 for such violations which occur in the trading
    pits, including the steps leading into the pit. The ticket requires the
    signature of two members of the Floor Conduct Committee.

    The Committee shall have the authority to discipline a member or other
    person with trading privileges found to have violated any Rule or Regulation
    within its jurisdiction by reprimand, by denial of the



                                 Ch5 Offenses
                                 ------------

    privileges of the Floor of the Exchange not to exceed five (5) days and/or
    by the imposition of a fine not to exceed $5,000.

    The Chairman and Vice Chairman of the Pit Committee shall be considered
    members of the Floor Conduct Committee for the sole purpose of issuing
    tickets for decorum offenses within their pit.

    The Floor Conduct Committee shall be responsible for issuing badges to and
    recalling badges from all non-members, except as otherwise provided within
    the Rules and Regulations.

(d) Appeal. A member, member firm, or other person with floor privileges, may
    appeal from the decision of the Committee by filing with the Secretary of
    the Association, within ten business days after the Committee's decision is
    sent to the respondent, a Notice of Appeal to the Appellate Committee
    requesting a review by the Appellate Committee of all or part of the
    Committee's decision.

(e) Offense Against the Association. Any member of the Association, member firm,
    or other person with floor privileges who fails to comply with the
    disciplinary action of the Committee after such action becomes effective
    shall be charged with an offense against the Association, and if found
    guilty, shall either be fined, suspended, or expelled by the Board.

(f) Hold-over Member. Whenever the Committee members have begun to hear or
    review evidence and argument in any proceeding, and the term of one or more
    of the members expires, such member or members may continue in office until
    the proceeding has ended. A hold-over member shall not participate in any
    other Committee business, nor shall his continuation in office impair the
    appointment of his successor or his successor's right to participate in all
    other Committee business. (01/01/96)

519.03    Bracketing Violations - The Floor Governors Committee may levy fines
for violations of Regulation 332.02, pertaining to the recording of bracket
data, in accordance with the Summary Procedures as provided in Regulation
519.01(b). (08/01/94)

519.04    Pit Committee Supervision and Enforcement of Pit Decorum - It shall be
the function and duty of each Pit Committee to supervise and enforce any and all
Decorum Offenses within its particular pit. (See 360.01.) The Pit Committees'
authority is meant to supersede and replace the authority of the Floor Conduct
Committee for Decorum Offenses committed within the respective trading pits. The
Floor Conduct Committee maintains jurisdictional authority for any and all
Decorum Offenses that occur outside of the respective trading pits. (03/01/97)

519.05    Weapons Prohibition - No weapons shall be permitted on the Exchange
Floor or in the lobby area adjacent to the Exchange Floor. Any violation of this
Regulation shall be deemed a decorum offense and penalties may be imposed
pursuant to Rule 519.00 and Regulation 519.01. (08/01/94)

519.06    Submission of Computerized Trade Reconstruction Data - The Floor
Governors Committee may levy fines for violations of Regulation 545.02, 332.04,
332.041, 332.05, 332.06, 332.07, 332.08, and 332.09, pertaining to the accurate
and complete maintenance of books and records, including the submission of
Computerized Trade Reconstruction data, in accordance with the Summary
Procedures as provided in Regulation 519.01(b). (07/01/95)

519.07    Sexual Harassment - Sexual harassment will not be tolerated on the
Floor or Halls of the Exchange. Sexual harassment consists of unlawful verbal or
physical conduct directed at a person when that conduct is based on that
person's sex and has a substantial adverse effect on him or her in the
workplace. Such conduct may include, but is not limited to, the following:

1.   requests for sexual favors that may or may not be accompanied by threats or
     promises of preferential treatment with respect to an individual's
     employment status;

2.   verbal, written or graphic communications of a sexual nature, including
     lewd or sexually suggestive comments, off-color jokes of a sexual nature or
     displays of sexually explicit pictures, photos, posters, cartoons, books,
     magazines or other items; and

3.   patting, pinching, hitting or any other unnecessary contact with another
     person's body or threats to take such action.



                                 Ch5 Offenses
                                 ------------

Any violation of this Regulation shall be deemed a decorum offense and penalties
may be imposed pursuant to Rule 519.00 and Regulation 519.01. (01/01/96)

520.00    Smoking - Smoking of cigarettes and other smoking materials is
prohibited in the Exchange Halls (during trading hours or business days). Any
member, or any person affiliated with a registered eligible business
organization who violates this Rule shall be guilty of an offense against the
Association and, in the case of persons affiliated with a registered eligible
business organization, such firm may also be found guilty of an offense against
the Association. 164 (04/01/98)

520.00A   Exchange Floor Fines - The Secretary of the Association shall impose a
fine of $25 to $5,000, as directed by the Floor Conduct Committee for each
violation of Rules, Regulations, directives or guidelines issued by the Floor
Conduct Committee relating to smoking and other use of tobacco products, badges,
food and beverage, dress code, decorum, and guests and visitors on the Exchange
Floor.

The following schedule of fines is approved; however, this schedule is non-
binding, and the Floor Conduct Committee, in its discretion, may impose a fine
not to exceed $5,000, in addition to any access denial, for the violations set
forth below regardless of the number of the offense.

-------------------------------------------------------------------------------
BADGES: (improper usage)                    1st offense $25.00
-------------------------------------------------------------------------------
                                            2nd offense $50.00
-------------------------------------------------------------------------------
                                            3rd offense denial of access to the
                                            Floor
===============================================================================
(Failure to display Exchange issued         $200.00 each offense
badge)
-------------------------------------------------------------------------------
(unauthorized entry into pits)              1st offense $100.00
-------------------------------------------------------------------------------
                                            2nd offense $200.00
-------------------------------------------------------------------------------
                                            3rd offense $500.00
===============================================================================
(unauthorized usage of a key card)          1st offense $1,000.00
-------------------------------------------------------------------------------
                                            2nd offense denial of Floor access
===============================================================================
SMOKING/USE OF TOBACCO PRODUCTS:            1st offense $100.00
-------------------------------------------------------------------------------
                                            2nd offense $200.00
-------------------------------------------------------------------------------
                                            3rd offense $500.00
-------------------------------------------------------------------------------
                                            4th offense disciplinary action
===============================================================================
FOOD AND BEVERAGE:                          1st offense $50.00
-------------------------------------------------------------------------------
                                            2nd offense $100.00
-------------------------------------------------------------------------------
                                            additional offense by individual -
                                            $500.00
===============================================================================
GUESTS AND VISITORS:                        1st offense $25.00
-------------------------------------------------------------------------------
                                            2nd offense $50.00
-------------------------------------------------------------------------------
                                            3rd offense $100.00
===============================================================================
DRESS CODE:                                 1st offense $25.00
-------------------------------------------------------------------------------
                                            2nd offense $50.00
-------------------------------------------------------------------------------
                                            3rd offense $100.00
-------------------------------------------------------------------------------
                                            No jeans are to be permitted on the
                                            Exchange Floor.
===============================================================================
RUNNING:                                    1st offense by individual - $25.00
-------------------------------------------------------------------------------
                                            2nd offense by individual - $50.00
-------------------------------------------------------------------------------



                                 Ch5 Offenses
                                 ------------

-------------------------------------------------------------------------------
                                            3rd offense by individual - $75.00
-------------------------------------------------------------------------------
                                            4th offense by individual - $100.00
===============================================================================
PROPERTY OFFENSES:                          1st offense $200.00
-------------------------------------------------------------------------------
                                            2nd offense $500.00
===============================================================================
THROWING OF OBJECTS:                        1st offense $50.00
-------------------------------------------------------------------------------
                                            2nd offense $200.00
-------------------------------------------------------------------------------
                                            3rd offense $500.00
===============================================================================

The procedure for the imposition of a fine shall be as follows:

As set forth in Regulation 519.02(c), Floor Conduct Committee members shall
issue a ticket to an offender for offenses which occur in the trading pits,
including the steps leading into the pit.  The ticket requires the signature of
two Committee members.

Security guards shall issue tickets for offenses which occur outside the
boundaries of the trading pits and the entrance area to the Exchange Floor.

A guard shall take the name of the offender and submit it to the Floor Conduct
Committee. The Committee may issue a directive to the Secretary of the Exchange
to impose a fine in the amount stated in the directive. The directive shall be
signed by two members of the Floor Conduct Committee. Fines for offenses may be
imposed on a member committing a violation, or upon a member or member firm for
a violation committed by an employee of such member or member firm.

The Secretary of the Exchange shall give the member or member firm written
notification of the fine. The notice shall inform the member or member firm of
the right to request a hearing and the consequences of a failure to pay the fine
if no hearing is requested.

Property offenses, for the purpose of this Ruling 520.00A, shall include sitting
or standing on floor booths, standing on chairs or stools on the trading floor,
extending telephone cords across an aisle, defacing property, or any other
action which may damage property or impede communications or traffic on the
trading floor. The privilege of the Floor will be denied, for a period of time
as determined by the Floor Conduct Committee, for extending a telephone cord
into a pit.

For purposes of this Ruling, the fine shall have been imposed as of the date
that the written notice is delivered to the member or member firm.  (02/01/95)

521.00    Floor Access - Upon receipt by the Association of actual notice that
any member or registered eligible business organization, or any other person
with trading privileges, has entered a plea of guilty to or has been adjudged
guilty of a violation of any criminal statute involving moral turpitude, the
Chairman of the Board may order an investigation (unless already in progress) to
ascertain whether violations of the Rules and Regulations have occured, and the
Board may, when immediate action is necessary to protect the best interests of
the marketplace, and subject to the provisions of Regulation 540.06, forthwith
deny access to the trading floor to such person or registered eligible business
organization until the investigation, including any disciplinary proceedings, is
concluded.

The issues in a Regulation 540.06 hearing under this Rule are limited to (1)
whether or not the member or registered eligible business organization, or other
person with trading privileges, has entered a plea of guilty to or has been
adjudged guilty of a violation of any criminal statute involving moral
turpitude, and (2) whether or not immediate action is necessary to protect the
best interests of the marketplace. (04/01/98)



Ch5 Proceedings

540.00   Proceedings Before The Board - The Board may review decisions of the
Appellate Committee, and may agree to hear disciplinary matters referred to it
by the Appellate Committee or the Hearing Committee.  Whenever the respondent
shall have had an opportunity to present evidence or legal defenses in
connection with the pending matter before any Standing or Special Committee in
accordance with Regulations 540.02 and 540.03, and the jurisdiction of the Board
is based upon either an appeal by the respondent from the decision of such
Committee or is a referral of the matter by such Committee to the Board, the
Board shall not entertain any new evidence or new legal defenses not raised
before such Committee except upon a clear showing by the respondent that such
new evidence or new legal defense did not exist or was not ascertainable by due
diligence at the time of the Committee proceedings, and that there was
insufficient time within the intervening period prior to the hearing of the
Board for the respondent to bring such new evidence or legal defense to the
attention of such Committee.

After hearing all the witnesses and the respondent, if he desires to be heard,
the Board shall determine whether to affirm, reverse, modify or remand the
decision of the Committee under review and may impose penalties in accordance
with Rule 560.00. The finding of the Board shall be final and conclusive when
rendered.

If the respondent has not been given notice and opportunity for hearing,
pursuant to Regulations 540.02 and 540.03, before a disciplinary committee, the
Board may, rather than holding a hearing remand the matter to the appropriate
disciplinary committee. 155 (08/01/94)

540.00A  Committee Authority To Refer Matters for Investigation - Any
Committee of the Association which in the course of its activities discovers a
possible violation of the Rules and Regulations of the Association may, refer
the matter to the Office of Investigations and Audits or the appropriate
disciplinary committee. 39R (08/01/94)

540.01   Review Of Investigation Report - The disciplinary committee shall
promptly review each investigation report.  In the event the disciplinary
committee determines that additional investigation or evidence is needed, it
shall promptly direct the enforcement staff to conduct its investigation
further.  Within a reasonable period of time not to exceed 30 days after the
receipt of a completed investigation report, the disciplinary committee shall
take one of the following actions:

(a)  If the disciplinary committee determines that no reasonable basis exists
     for finding a violation or that prosecution is otherwise unwarranted, it
     may direct that no further action be taken. Such determination must be in
     writing and contain a brief statement setting forth the reasons therefor.

(b)  If the disciplinary committee determines that a reasonable basis exists for
     finding a violation which should be adjudicated, it shall direct that the
     person alleged to have committed the violation be served with a notice of
     charges and shall proceed in accordance with these regulations. (08/01/94)

540.02   Notice and Answer in Connection with Disciplinary Proceedings -

(a)  Prior to the imposition of any penalty by the Board of Directors or a
     committee under the Rules and Regulations, the respondent shall be served
     with a statement of charges either personally or by leaving the same at his
     or its office address during business hours or by mailing it to him at his
     place of residence, which charges shall:

     (1) State the acts, practices, or conduct in which the respondent is
         believed to have engaged;

     (2) State the Rule or Regulations believed to have been violated;

     (3) Advise the respondent that he or it is entitled to be represented by an
         attorney;

     (4) Advise the respondent that he or it is entitled to a hearing.

     (5) State the period of time, which in no event shall be less than five (5)
         business days after the service of the charges, within which a hearing
         on the charges may be requested;

     (6) Advise the respondent that failure to request a hearing within the
         period stated, except for good



                                Ch5 Proceedings
                                ---------------

          cause, shall be deemed a waiver of the right to a hearing; and

      (7) State the penalty which will be imposed if a hearing is waived.

(b)   If the respondent elects to answer the charges, such answer shall be filed
      within five (5) business days after the date of service of the charges, or
      within such further time as the Board of Directors or the appropriate
      Committee in its discretion deems proper.

      The answer shall be in writing, signed by the respondent, and filed with
      the Office of Investigations and Audits; except that in connection with
      proceedings initiated under Rule 519.00 or Regulation 519.01 by the Floor
      Conduct Committee, such answers shall be filed with the Exchange Services
      Department. (08/01/94)

540.03  Procedures for Hearings on Charges - In connection with all hearings
on charges, except those held pursuant to Regulation 540.05:

(a)   The respondent shall be entitled in advance of the hearing to examine all
      books, documents, or other tangible evidence in the possession or under
      the control of the Association which is to be relied upon by the Office of
      Investigations and Audits or Exchange Services Department in presenting
      the charges contained in the notice of charges or which are relevant to
      those charges;

(b)   At least ten (10) business days in advance of the hearing, the respondent
      shall submit to the Office of Investigations and Audits copies of all
      documents which the respondent intends to rely on in presenting his case
      and shall provide the Office of Investigations and Audits with a list of,
      and make available for inspection by the Office of Investigations and
      Audits, all books, records, names of witnesses, and other tangible
      evidence which the respondent intends to rely on; except that in any
      hearing held pursuant to Rule 519.00 or Regulation 519.01 by the Floor
      Conduct Committee, the documents and lists shall be submitted to and the
      books, records and other tangible evidence shall be made available for
      inspection by the Exchange Services Department. The hearing body, in its
      discretion, may refuse to consider any books, records, documents or other
      tangible evidence which was not made available or witnesses whose names
      were not submitted to the Office of Investigations and Audits, or the
      Exchange Services Department pursuant to this section. However, the
      hearing body will consider such evidence upon a clear showing that such
      evidence was not ascertainable by due diligence at least ten (10) business
      days in advance of the hearing and that there was insufficient time prior
      to the hearing to bring such evidence to the attention of the Office of
      Investigations and Audits or the Exchange Services Department.

(c)   The hearing shall be promptly held before disinterested members of the
      hearing body after reasonable notice to the respondent. No member of a
      disciplinary body may serve on that body in a particular matter if he or
      any person or firm with which he is affiliated has a financial, personal
      or other direct interest in the matter under consideration.

(d)   Formal rules of evidence need not apply, but the hearing shall not be so
      informal as to be unfair;

(e)   The respondent shall have the right to invoke Rule 548.00, if applicable;

(f)   The Office of Investigations and Audits shall be a party to the hearing
      and shall present its case on those charges and penalties which are the
      subject of the hearing; or in the case of any hearing held pursuant to
      Rule 519.00 or Regulation 519.01 by the Floor Conduct Committee, the
      Exchange Services Department shall be a party to the hearing and shall
      present its case on those charges and penalties which are the subject of
      the hearing.

(g)   The respondent shall be entitled to appear personally at the hearing and
      to be represented by counsel;

(h)   The respondent shall be entitled to cross-examine any person(s) appearing
      as witness(es);

(i)   Subject to the provisions of Rule 540.00, the respondent shall be entitled
      to call witnesses and to present such evidence as may be relevant to the
      charges;

(j)   Persons within the jurisdiction of the Association who are called as
      witnesses shall be obliged to appear at the hearing and to produce
      evidence (see 545.00);



                                Ch5 Proceedings
                                ---------------

(k)   If the hearing is held at the request of the respondent, a substantially
      verbatim record of the hearing, capable of being accurately transcribed,
      shall be made and shall become part of the record of the proceeding.
      (10/01/95)

540.04  Disciplinary Decisions - All disciplinary decisions rendered pursuant to
the Rules and Regulations shall be in writing and be based upon the weight of
the evidence contained in the record of the proceeding. A copy of the decision
shall be provided to the respondent and shall include:

(a)   The charges, or a summary of the charges;

(b)   The answer, if any, or a summary of the answer;

(c)   A brief summary of the evidence produced at the hearing or, where
      appropriate, incorporation by reference of the investigation report;

(d)   A statement of findings and conclusions with respect to each charge,
      including the specific Rules and Regulations which the respondent is found
      to have violated;

(e)   A declaration of any penalty imposed and the effective date of the
      penalty;

(f)   A statement that the respondent shall pay the cost of the transcription of
      the record of the hearing if an appeal or petition for review to the
      Commission is requested by the respondent.

All such decisions shall be rendered within thirty business days after the
conclusion of the hearing, unless, by virtue of the complexity of the case or
other special circumstances, additional time is required. (08/01/94)

540.05  Appeals from a Decision of a Disciplinary Committee - The following
procedures shall apply to appeals to the Appellate Committee and the Board from
the decisions of any Committee from which appeals are allowed under the Rules
and Regulations.

(a)   An appeal by the respondent from the decision of a committee or a referral
      of the matter by such committee to the Appellate Committee shall be heard
      by the Appellate Committee as provided in Regulations 540.02 and 540.03.
      Provided, however, that whenever the respondent shall have had an
      opportunity to present evidence or legal defenses in connection with the
      pending matter before any Standing or Special Committee in accordance with
      Regulations 540.02 and 540.03, the appeal shall be heard solely on the
      record of the proceedings before such committee, the written exceptions
      filed by the parties and the oral or written arguments of the parties.
      Further, the Appellate Committee shall not entertain any new evidence or
      new legal defenses not raised in the prior proceeding except upon a clear
      showing by the respondent that such new evidence or new legal defense did
      not exist or was not ascertainable by due diligence at the time of the
      proceedings, and that there was insufficient time within the intervening
      period prior to the hearing of the Appellate Committee for the respondent
      to bring such new evidence or legal defense to the attention of the
      committee.

      The Appellate Committee shall not reverse any finding of a Standing or
      Special Committee or reverse or reduce any sanction imposed by a Standing
      or Special Committee unless the Appellate Committee determines that the
      finding or sanction is "clearly erroneous."

(b)   Subject to the provisions of Rule 540.00, an appeal shall be heard by the
      Board solely on the record before the Committee, the written exceptions
      filed by the parties; and the oral and written arguments of the parties;

(c)   Within thirty days after the conclusion of the hearing of the appeal, or
      within such additional time as may be necessary by virtue of the
      complexity of the case or other special circumstances, the Appellate
      Committee or the Board shall issue a written decision and provide a copy
      to the respondent. The decision shall include a statement of findings and
      conclusions with respect to each charge or penalty reviewed, including the
      specific rules which the respondent was found by the Committee to have
      violated, and the effective date of the disciplinary penalties, if
      affirmed, or of any modified penalties.

(d)   No member of the Board or Appellate Committee shall hear an appeal if such
      member participated in any prior stage of the disciplinary proceeding or
      if he or any person or firm with which he is affiliated



                                Ch5 Proceedings
                                ---------------

      has a financial, personal, or other direct interest in the matter.
      (10/01/97)

540.06  Procedures For Member Responsibility Actions - The Chairman or Acting
Chairman of the Association, upon the advice of the Floor Governors Committee,
Financial Compliance Committee or Business Conduct Committee, has jurisdiction
to take summary action when immediate action is necessary to protect the best
interests of the marketplace or membership, without affording an opportunity for
a prior hearing ("member responsibility actions"). The following procedures
shall apply to such actions:

(a)   The respondent shall, whenever practicable, be served with a notice before
      the action is taken. If prior notice is not practicable, the respondent
      shall be served with a notice at the earliest possible opportunity. The
      notice shall:

      (1) State the action;

      (2) Briefly state the reasons for the action, and

      (3) State the effective time and date and the duration of the action;

(b)   The respondent shall have the right to be represented by legal counsel or
      any other representative of his choosing in all proceedings subsequent to
      any summary action taken;

(c)   The respondent shall be given an opportunity for a subsequent hearing,
      within five business days, before the Floor Governors Committee, Financial
      Compliance Committee or the Business Conduct Committee. The hearing shall
      be conducted in accordance with the requirements of Regulation 540.03 (c)-
      (j);

(d)   Within five business days following the conclusion of the hearing, the
      body before which the hearing is held shall render a written decision
      based upon the weight of the evidence contained in the record of the
      proceeding and shall provide a copy to the respondent. The decision shall
      include:

      (1) A description of the summary action taken;

      (2) The reasons for the summary action;

      (3) A brief summary of the evidence produced at the hearing;

      (4) Findings and conclusions;

      (5) A determination that the summary action should be affirmed, modified,
          or reversed; and

      (6) A declaration of any action to be taken pursuant to the determination
          specified in (5) above and the effective date and duration of such
          action.

The Chairman or Acting Chairman of the Association has jurisdiction to reverse
summary action taken against an individual member pursuant to Rule 270.00 or
Rule 278.00, or against a member firm pursuant to Regulation 416.04, at any time
prior to a hearing held pursuant to this Regulation, or, if no hearing is held,
prior to the expiration of five business days after the summary action is taken,
without the prior approval of the Financial Compliance Committee or the Business
Conduct Committee, if the affected member or member firm demonstrates to the
satisfaction of the Chairman or Acting Chairman that the condition which was the
basis for the action no longer exists. (07/01/97)

540.07  Finality Of Disciplinary Decisions And Member Responsibility Actions -
All disciplinary decisions rendered or member responsibility actions taken
pursuant to the Rules and Regulations shall be final and conclusive when
rendered, unless appealable, in which case the decision shall become final the
first business day after the time for appeal has passed, if no appeal is taken,
or when the decision of the appeals body is rendered.

The person or body rendering such decision shall determine the effective date of
such action. Provided, however, that the effective date shall be at least
fifteen (15) days after written notice is delivered to the person against whom
the action is taken, and to the Commodity Futures Trading Commission, except
that such action may become effective prior to that time if:

(1)   The action was taken according to the provisions of Regulation 540.06;



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(2)   The person against whom the action is taken has consented to the sanction
      to be imposed; or

(3)   The action was taken by the Secretary under Rule 563.00. (08/01/94)

540.08  Offers of Settlement - Any member, member firm or other person who is
the subject of charges filed before the Board or who has filed an appeal of a
disciplinary action with the Board, may submit a written offer of settlement in
connection with such proceedings to the President. The President is authorized
to consider such settlement offers, negotiate alternative provisions therein,
and recommend to the Board that it either accept or reject any settlement offer.
The Board, by majority vote of a duly convened quorum, has the sole authority to
accept or reject any such settlement offer. If an offer of settlement is
accepted by the Board, it shall issue a written decision specifying the rule
violations it has reason to believe were committed and any penalty to be
imposed. Where applicable, the decision also shall include a statement that the
respondent has accepted the penalties imposed without either admitting or
denying the rule violations.

The member, member firm or other person who submits a written settlement offer
to the President may withdraw it at any time before final acceptance by the
Board.  If a settlement offer is withdrawn or is rejected by the Board, the
person submitting such offer neither shall be deemed to have made any admission
nor shall in any manner be prejudiced by having submitted the settlement offer.

Any member, member firm or other person who is the subject of charges before the
Appellate Committee or who has filed an appeal of a disciplinary action with the
Appellate Committee, may submit a written offer of settlement in connection with
such proceedings to the Appellate Committee. The Appellate Committee is
authorized to consider such settlement offers, negotiate alternative provisions
therein, and either accept or reject any settlement offer. If an offer of
settlement is accepted by the Committee it shall issue a written decision
specifying the rule violations it has reason to believe were committed and any
penalty to be imposed. Where applicable, the decision shall also include a
statement that the respondent has accepted the penalties imposed without either
admitting or denying the rule violations.

The member, member firm or other person who submits a written settlement offer
to the Appellate Committee may withdraw it at any time before final acceptance
by the Committee. If a settlement offer is withdrawn or rejected by the
Committee, the person submitting such offer neither shall be deemed to have made
any admission nor shall in any manner be prejudiced by having submitted the
settlement offer.

Each settlement offer presented to the Board or to the Appellate Committee shall
be deemed to incorporate the following terms:

(1)   Respondent acknowledges that the Office of Investigations and Audits will
      have the opportunity to present its views on the proposed settlement to
      the President, the Board, or the Appellate Committee, as applicable; and

(2)   Respondent waives any objection to having the Board or the Appellate
      Committee, as applicable, hear the case even it the Board or the Appellate
      Committee has previously considered and rejected a settlement offer.
      (08/01/97)

540.09  Offers of Settlement - Any member, member firm, their wholly-owned
affiliates or other person who is the subject of preliminary charges issued by
the Business Conduct Committee, Financial Compliance Committee or Floor
Governors Committee ("respondent"), may submit a written offer of settlement in
connection with such proceedings to the Business Conduct Committee, Financial
Compliance Committee, Floor Governors Committee or the Hearing Committee. The
Business Conduct Committee, Financial Compliance Committee, Floor Governors
Committee and Hearing Committee are authorized to consider such settlement
offers, negotiate alternative provisions therein, and either accept or reject
any settlement offer. When preliminary charges are pending before the Hearing
Committee, before a hearing begins, the Committee that issued the charges has
the sole authority to consider settlement offers. Once the Hearing Committee has
begun hearing evidence, the Hearing Committee has exclusive settlement
authority. The Business Conduct Committee, Financial Compliance Committee, Floor
Governors Committee and Hearing Committee may, in their discretion, permit a
respondent to accept a penalty without either admitting or denying any rule
violations upon which the penalty is based. If an offer



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of settlement is accepted by any such Committee, it shall issue a written
decision specifying the rule violations it has reason to believe were committed
and any penalty to be imposed. Where applicable, the decision also shall include
a statement that the respondent has accepted the penalties imposed without
either admitting or denying the rule violations.

Each settlement offer presented to any such Committee shall be deemed to
incorporate the following terms:

(1)   Respondent acknowledges that the Office of Investigations and Audits will
      have the opportunity to present its views on the proposed settlement to
      the Committee; and

(2)   Respondent waives any objection to having the appropriate Committee hear
      the case even if that Committee has previously considered and rejected a
      settlement offer.

The member, member firm, wholly-owned affiliate or other person who submits a
written settlement offer to any such Committee may withdraw it at any time
before final acceptance by the Committee. If a settlement offer is withdrawn or
rejected by any such Committee, the person submitting such offer neither shall
be deemed to have made any admission nor shall in any manner be prejudiced by
having submitted the settlement offer.  (08/01/97)

540.10  Disciplinary Jurisdiction Over Agricultural Regular Firms - In addition
to the disciplinary authority of the Hearing Committee, Appellate Committee,
Business Conduct Committee and Financial Compliance Committee over agricultural
regular firms, as set forth in paragraphs (f) and (g) of Rule 542.00 and
paragraphs (f) and (g) of Rule 551.00, each of these Committees may discipline
an agricultural regular firm for violation of any Rules and Regulations by
imposing a fine on such firm, and/or by revoking the firm's regularity status.
Subject to and in accordance with Regulation 540.08, an agricultural regular
firm that is the subject of charges filed before the Board or that has filed an
appeal of a decision with the Appellate Committee or the Board, may submit a
written offer of settlement in connection with such proceeding to the Appellate
Committee or, in matters before the Board, to the President of the Association.
(08/01/94)

540.11  Appellate Committee -

(a)   Membership. Each year the Chairman of the Board, with the approval of the
      Board, shall appoint from those members of the Association who currently
      serve or who shall have previously served as an elective officer of the
      Association and who shall not be a member of a standing disciplinary
      committee, to serve as a member of the Appellate Committee. The Committee
      shall consist of five (5) members, at least one of whom is currently an
      elective officer of the Association. A vacancy in the Committee shall be
      filled by appointment by the Chairman of the Board, with the approval of
      the Board.

(b)   Meetings and Quorum. The Appellate Committee shall determine the time and
      place for its meetings and the manner and form in which its meetings shall
      be conducted. The attendance of three (3) Appellate Committee members
      shall constitute a quorum of the Committee. The majority vote of the
      quorum of the Appellate Committee shall be the official act or decision of
      the Committee.

(c)   Duties of the Committee. It shall be the function of the Committee to
      serve as the appellate body in review of disciplinary decisions of
      committees of the Association or, upon referral by such committee to hear
      the matter, in accordance with Regulation 540.05. After hearing all the
      witnesses and the respondent, if he/she decides to be heard, the Committee
      shall determine whether the respondent is guilty of the offense or
      offenses charged. If the Committee determines that the accused is guilty,
      the Committee may impose penalties in accordance with Rule 560.00.

(d)   Appeal. The findings of the Appellate Committee shall be final and
      conclusive when rendered, although subject to review by the Board of
      Directors in accordance with Regulation 540.05(b) upon the request of the
      Board or upon referral by the Committee. A request that the Board review a
      decision must be made:

      - if on the motion of the Board, upon review of the notice of the decision
        in the materials for the first regularly scheduled Board meeting not
        less than twenty (20) days after the date of the



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

        decision;

     -  if by the Appellate Committee, within fifteen (25) days of the date of
        the decision; and

     -  if by a person against whom the decision has been rendered within ten
        (10) days of the date he receives the decision.

(e)   Offense Against The Association. Any member of the Association, member
      firm, or other person with trading privileges who fails to comply with the
      disciplinary action of the Committee after such action becomes effective
      shall be charged with an offense against the Association, and if found
      guilty, shall either be fined, suspended or expelled by the Board.

(f)   Oath. Every member of the Appellate Committee shall take an oath not to
      divulge, or allow or cause to be divulged, any information acquired by
      such member in his capacity as an Appellate Committee member if such
      information is confidential, commercially sensitive, or non-public, except
      when required in connection with disciplinary proceedings or other formal
      proceedings or actions of a duly authorized committee of the Association
      or of the Board, or in response to demand by an authority to obtain the
      information requested, or on behalf of the Association in any proceeding
      authorized by the Board of Directors.

(g)   Holdover Member. Whenever the Committee members have begun to hear or
      review evidence and argument in any proceeding and the term of the members
      expires, the members may continue in office until the proceeding has
      ended. A holdover member shall not participate in any other Committee
      business, nor shall continuation in office impair the appointment of a
      successor Committee or the successor Committee's right to participate in
      all other Committee business.

(h)   Associate Members as Appellate Committee Members. Associate Members of the
      Exchange are eligible for appointment to the Appellate Committee as full
      voting members, provided that such Associate Member qualifies pursuant to
      paragraph (a) of this Regulation, and further provided that Associate
      Members shall not be eligible to serve as Chairman of the Committee. The
      Committee shall at no time have more than two Associate Members on the
      Committee. (08/01/94)

540.12  Hearing Committee -

(a)   Membership. The Hearing Committee shall consist of twenty-one (21)
      individual members of the Association appointed each year by the Chairman
      of the Board with the approval of the Board. For all purposes under these
      Rules, the Hearing Committee shall be considered a disciplinary committee.
      Hearing Committee members shall have previously served on the Board, the
      Business Conduct Committee, the Floor Governors Committee, the Financial
      Compliance Committee or the Arbitration Committee, but no person shall be
      a member of the Committee who, at the same time, is a member of the Board
      or any other standing disciplinary committee. A panel of seven members
      shall be selected from the Committee for each hearing, in a manner
      established by the Committee, consistent with the requirements of
      Regulation 540.14. Each panel shall, by a majority vote, elect a Chairman.

(b)   Hearing Executive Committee. The Chairman of the Board, with the approval
      of the Board, shall appoint a Chairman of the entire Committee, along with
      two other members from among the members of the Committee, to serve as a
      Hearing Executive Committee.

(c)   Meetings and Quorum. The Hearing Committee shall determine the time and
      place of its meetings and the manner and form in which its meetings shall
      be conducted. The attendance of four Hearing Committee members shall
      constitute a quorum of the Committee. The majority vote of the quorum of
      the Hearing Committee shall be the official act or decision of the
      Committee.

(d)   Duties of the Committee. The Hearing Committee shall conduct disciplinary
      hearings pursuant to the Rules and Regulations of the Association.
      Following notice and answer in accordance with Regulation 540.02, the
      Hearing Committee shall conduct hearings in connection with proceedings
      initiated under Rule 542.00(f), Rule 551.00(f) and Rule 543.00(d).
      Procedures for the hearing shall be in accordance with Regulation 540.03.
      After hearing all the witnesses and the respondent, if he/she decides to
      be heard, the Committee shall determine whether the respondent is guilty
      of the offense or offenses



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

      charged. If the Hearing Committee determines that the accused is guilty,
      the Committee may impose penalties in accordance with the rule pursuant to
      which the proceedings were initiated. In the event there is a finding of
      multiple violations of any Rules or Regulations, it shall be within the
      Committee's discretion to apply its suspension powers either in a
      consecutive or concurrent manner.

(e)   Appeal. A member, member firm, person with trading privileges or
      agricultural regular firm may appeal from the decision of the Committee by
      filing with the Secretary of the Association within ten (10) business days
      after the Committee's decision is sent to the respondent a Notice of
      Appeal to the Appellate Committee requesting a review by the Appellate
      Committee of all or part of the Committee's decision.

(f)   Offense Against the Association. Any member, member firm, other person
      with trading privileges or agricultural regular firm who fails to comply
      with the disciplinary action of the Committee after such action becomes
      effective shall be charged with an offense against the Association, and if
      found guilty, shall either be fined, suspended or expelled by the Board.

(g)   Oath. Every Hearing Committee member shall take an oath not to divulge, or
      allow or cause to be divulged, any information acquired by such member in
      his official capacity as a Hearing Committee member if such information is
      confidential, commercially sensitive, or nonpublic, except when required
      in connection with disciplinary proceedings or other formal proceedings or
      actions of a duly authorized committee of the Association or of the Board,
      or in response to a request or demand by an administrative or legislative
      body of government having jurisdiction of the subject matter and authority
      to obtain the information requested, or on behalf of the Association in
      any proceeding authorized by the Board of Directors.

(h)   Hold-over Member. Whenever the Committee members have begun to hear or
      review evidence and argument in any proceeding, and the term of one or
      more of the members expires, such member or members may continue in office
      until the proceeding has ended. A holdover member shall not participate in
      any other Committee business, nor shall his continuation in office impair
      the appointment of a successor or the successor's right to participate in
      all other Committee business. (12/01/94)

540.13    Application of Rules and Regulations - The provisions of this Chapter
shall apply to all members, registered partnerships and corporations, their
wholly-owned affiliates, other persons with trading privileges, agricultural
regular firms, guaranteed introducing brokers, and any employee or Associated
Person of any such individual or firm, unless specifically exempted. (07/01/97)

540.14    Disciplinary Committee Composition -

(a)   Notwithstanding any other provision of these rules, at least one member of
      a major disciplinary committee (or panel of the Hearing Committee) shall
      be a person who is not a member when that committee is acting with respect
      to a disciplinary action in which:

      (1) the subject of the action is a member of the Board, the Appellate,
          Business Conduct, Financial Compliance or Floor Governors Committees;
          or

      (2) any of the charged, alleged or adjudicated rule violations involve:

          (A)  manipulation or attempted manipulation of the price of a
               commodity, a futures contract or an option on a futures contract;
               or

          (B)  conduct which directly results in financial harm to a non-member.

(b)   Notwithstanding any other provision of these rules, a majority of each
      major disciplinary committee shall be persons of membership categories
      other than that of each subject of the proceeding. Each of the following
      shall be considered a different membership category: (a) floor brokers,
      (b) floor traders, (c) futures commission merchants, (d) producers,
      consumers, processors, distributors and merchandisers (e) participants in
      a variety of pits or principal groups of commodities or (f) other market
      users or participants.

(c)   Each major disciplinary committee shall include a diversity of membership
      categories sufficient to



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

      ensure fairness and to prevent special treatment or preference for any
      person in the conduct of that Committee's responsibilities.

(d)   A major disciplinary committee is a panel of the Hearing Committee, the
      Appellate Committee or, when reviewing a settlement offer, the Business
      Conduct Committee, the Financial Compliance Committee or the Floor
      Governors Committee, except in cases involving allegations which do not
      involve fraud, deceit or conversion and which relate to:

      (1)    decorum or attire;

      (2)    financial requirements; or

      (3)    reporting or record keeping (08/01/94)

540.15    Failure to Pay a Disciplinary Fine - When the Treasurer of the
Association certifies to a Committee that imposed a fine that such fine is due
and has not been paid, the person who was ordered to pay the fine shall be
suspended from all membership privileges (including but not limited to floor and
electronic access, member transaction fees and the right to lease a membership
or membership interest), subject to Regulation 540.06, until the Treasurer
certifies to the Committee that the fine has been paid. (06/01/94)

541.00    Special Investigations By Board - If at any time the Board shall have
reason to suspect that any member, member firm, or other person with trading
privileges, has been guilty of any offense against the Association and no
investigation has been initiated into the matter, the Board shall direct the
Office of Investigations and Audits to conduct an investigation and shall direct
the appropriate disciplinary committee, or if necessary appoint a Special
Committee outside of its own number, to review the investigation as to whether
there is just ground for such suspicion. If the Committee decides that there is
just ground for such suspicion, it shall direct that charges be filed with the
Board as provided in Rule 540.00. (08/01/94)

542.00    Business Conduct Committee -
(a)   Membership. The Chairman of the Board, with the approval of the Board,
      shall appoint the members of the Business Conduct Committee. Only members
      of the Association who are not Directors or Officers of the Association
      shall be eligible for appointment as members of the Committee. All
      Committee Members shall be Full Members except that one Committee Member
      may be an Associate Member. Four members shall be appointed for staggered
      three-year terms. Additional members may be appointed for one-year terms,
      but no more than four such members may be appointed. Terms currently in
      effect at the time of adoption of this amended Rule shall continue to be
      in effect until they expire. At the time this amended Rule becomes
      effective, a member shall be appointed to serve a term expiring February
      1, 1984. Each year the Chairman of the Board shall appoint one member of
      the Committee for a three-year term and may appoint no more than four
      members for one-year terms, except that for February 1, 1984, and every
      third year thereafter, the Chairman of the Board shall appoint two members
      of the Committee for three-year terms and may appoint no more than four
      members for one-year terms. A vacancy in the Committee shall be filled for
      the unexpired term in the same manner as provided above, except that
      unexpired one-year terms may be left vacant at the discretion of the
      Chairman of the Board. The President shall be an ex officio member of the
      Committee.

(b)   Chairman and Vice-Chairman of the Committee. The Chairman of the Board,
      with the approval of the Board, shall appoint a Chairman and a Vice-
      Chairman of the Committee from among the members of the Committee. The
      Chairman and Vice Chairman shall be appointed to serve as Chairman and
      Vice Chairman for a one-year term.

(c)   Oath of Members. Every member of the Committee shall take an oath not to
      divulge, or allow or cause to be divulged, any information acquired by
      such member in his official capacity if such information is confidential,
      commercially sensitive or non-public, including any information regarding
      the market position, financial condition, or identity of any trader or
      firm, except when required in connection with his official duties, or in
      connection with disciplinary proceedings or other formal



                                Ch5 Proceedings
                                ---------------

      proceedings or actions of a duly authorized committee of the Association,
      or of the Board, or in response to a duly authorized subpoena, or in
      response to a request or demand by an administrative or legislative body
      of government having jurisdiction of the subject matter and authority to
      obtain the information requested, or on behalf of the Association in any
      proceeding authorized by the Board.

(d)   Quorum. The attendance of three members at a meeting shall constitute a
      quorum. The actions of a majority of the members present shall be the
      actions of the Committee.

(e)   Business Conduct Committee on Particular Matter. If the Business Conduct
      Committee shall determine that it is improper for any or all of its
      regular members to serve during the consideration and decision of any
      particular matter, or if any or all the regular members shall be unable to
      serve during the consideration and decision of any particular matter, the
      Business Conduct Committee may request the Chairman of the Board to
      appoint an alternate or alternates to sit throughout the investigation,
      hearing, and decision of such matter. The Chairman of the Board shall have
      the power to appoint any member or members as such alternate or
      alternates. When so appointed such alternate or alternates shall, with
      respect to such particular matter, have all the powers and duties of the
      regular member or members for whom he is or they are acting, and the
      "Committee on Particular Matter," consisting of such alternate or
      alternates, and the remaining regular members of the Business Conduct
      Committee, if any, shall with respect to such particular matter have all
      the duties and powers of the regular Business Conduct Committee. During
      such period as a Committee or Committees on a Particular Matter or Matters
      are functioning, the regular Business Conduct Committee and the regular
      members thereof shall continue to have all the powers and to perform all
      the duties concerning matters not under consideration by a Committee or
      Committees on Particular Matters.

(f)   Duties of Committee. The Committee shall determine the manner and form in
      which its proceedings shall be conducted. The Committee shall provide for
      the prevention of manipulation of prices and the cornering of any
      commodity on the Exchange, and shall also have general supervision of the
      business conduct of members, member firms, any other persons with trading
      privileges, wholly-owned affiliates, guaranteed introducing brokers, and
      any employees or associated persons of any such individual or firm,
      particularly insofar as such conduct affects (1) non-member customers; (2)
      the public at large; (3) the State Government; (4) the Federal Government;
      (5) public opinion; and (6) the good name of the Association. The
      Committee shall also have general supervision, other than financial
      supervision, over all agricultural regular firms and their employees,
      member and non-member alike, with respect to each such firm's compliance
      with the Association's Rules and Regulations pertaining to its regularity.
      The Committee in performing its duties may investigate the dealings,
      transactions and financial condition of members, member firms, any other
      persons with trading privileges, wholly-owned affiliates, agricultural
      regular firms, guaranteed introducing brokers, and any employees or
      associated persons of any such individual or firm, and may examine their
      books and papers upon request. The Committee may employ such auditors and
      other assistants as it may deem necessary, and all expenses incident
      thereto shall be payable from the funds of the Association.

      The Committee shall have the authority to charge a member, member firm,
      person with trading privileges, wholly-owned affiliate, agricultural
      regular firm, guaranteed introducing broker, or any employee or associated
      person of any such individual or firm alleged to have violated any Rule or
      Regulation within its jurisdiction and may impose any one or more of the
      following preliminary penalties: a reprimand, a cease and desist order, a
      fine not to exceed $25,000 for each such violation, and/or restitution.
      The Committee may also impose upon any such individual member, person with
      trading privileges, or employee of a member or member firm a preliminary
      denial of the privileges of the Floor of the Exchange or suspension from
      membership status for a period not in excess of ninety (90) business days
      for each such violation. Except in the case of specified penalties, which
      shall be heard by the Committee in accordance with Regulations 540.02 and
      540.03, proceedings shall be conducted by the Hearing Committee in
      accordance with Regulations 540.02 and 540.03. The specified penalties
      which shall be heard by the Committee shall be defined as a reprimand,
      fines not exceeding $5,000.00 for any one violation, and a denial of the
      privileges of the Floor for a period not exceeding five (5) business days
      for any one violation. In the event there is a finding of multiple
      violations of any Rules or Regulations it shall be within the relevant
      Committee's discretion to apply its



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                                ---------------
    denial or suspension powers either in a consecutive or concurrent manner.

    A party under a cease and desist order may apply to the Committee to review
    and terminate such order, provided that such order has been in effect for at
    least five years prior to application.

    The decision of the Business Conduct Committee or the Hearing Committee may
    be appealed to the Appellate Committee in accordance with Regulation 540.05
    by filing with the Secretary of the Association, within ten (10) business
    days after the decision is sent to the respondent, a Notice of Appeal to the
    Appellate Committee requesting a review by the Appellate Committee of all or
    part of the decision.

    Any member, member firm, other person with trading privileges, wholly-owned
    affiliate, agricultural regular firm, guaranteed introducing broker, or
    employee or associated person of any such individual or firm who fails to
    appear before the Committee pursuant to its request, or to submit his or its
    books and records to the Committee at its request, shall be guilty of an
    offense against the Association.

    The Committee may review at any time the operations or procedures of
    members, member firms, any other persons with trading privileges, wholly-
    owned affiliates, agricultural regular firms, guaranteed introducing
    brokers, and any employees or associated persons of any such individuals or
    firms to assure compliance with the Rules and Regulations of the
    Association. Whenever such review discloses a condition or practice which,
    in the Committee's judgment, falls within the provisions of Regulation
    270.01 or Regulation 540.06, it shall so advise the Chairman of the Board
    and recommend such action as it deems appropriate in the circumstances.

(g) Offense Against the Association. It shall be an act detrimental to the
    interest and welfare of the Association for any member of the Association,
    member firm, other person with trading privileges, wholly-owned affiliate,
    agricultural regular firm, guaranteed introducing broker, or employee or
    associated person of any such individual or firm to fail to comply with the
    disciplinary action of the Committee after such action becomes effective.

(h) Hold-Over Members. Whenever the Committee members have begun to hear or
    review evidence and argument in any proceeding, and the term of one or more
    of the members expires, such member or members may continue in office until
    the proceeding has ended. A holdover member shall not participate in any
    other Committee business, nor shall his continuation in office impair the
    appointment of his successor or his successor's right to participate in all
    other Committee business.  (08/01/98)

543.00  Floor Governors Committee-
(a)  Membership. The Chairman of the Board, with the approval of the Board,
     shall appoint from the Membership of the Association the members of a Floor
     Governors Committee who shall not be Directors or Officers of the
     Association. The Committee shall consist of seven members. Each year the
     Chairman of the Board, with the approval of the Board, shall appoint one
     member of the Committee for a term of three years dating from February 1 of
     such year. Each year, the Chairman of the Board, with the approval of the
     Board shall also appoint from the Membership two members of the Committee
     to serve for a one year term dating from February 1 of such year. In
     addition, each year, beginning with 1985, the Chairman of the Board, with
     the approval of the Board, shall also appoint from the Membership a member
     of the Committee for a two year term dating from February 1 of such year. A
     vacancy in the Committee shall be filled for the unexpired term by
     appointment by the Chairman of the Board, with the approval of the Board.

(b)  Chairman and Vice Chairman of the Committee. The Chairman of the Board,
     with the approval of the Board, shall appoint a Chairman and a Vice
     Chairman of the Committee from among the members of the Committee. The
     Chairman and Vice Chairman shall be appointed to serve as Chairman and Vice
     Chairman for a one-year term.

(c)  Meetings and Quorum. The Floor Governors Committee shall determine the time
     and place of its meetings and the manner and form in which its meetings
     shall be conducted. The attendance of four Floor Governors shall constitute
     a quorum of the Committee. The majority vote of the quorum of the Floor
     Governors Committee shall be the official act or decision of the Committee.

(d)  Duties of the Committee. It shall be the function and duty of the Floor
     Governors Committee to assure



                                Ch5 Proceedings
                                ---------------
     that the practices and conduct of the members of the Association, member
     firms, other persons with trading privileges, and employees of any such
     individual or firm on the Floor of the Exchange are in compliance with the
     Rules and Regulations. Whenever any violation of the Rules or Regulations
     is suspected by the Committee, and the Committee determines, after
     investigation by the Office of Investigations and Audits, that action
     should be taken, the Committee shall provide notice and opportunity for a
     hearing in compliance with Regulations 540.02 and 540.03. The Committee
     shall have the authority to charge a member, member firm, person with
     trading privileges, or any employee of any such individual or firm alleged
     to have violated any Rule or Regulation within its jurisdiction and may
     impose any one or more of the following preliminary penalties: a reprimand,
     a cease and desist order, a fine not to exceed $25,000 for each such
     violation, and/or restitution. The Committee may also impose upon any such
     individual member, person with trading privileges, or employee of a member
     or member firm a preliminary denial of the privileges of the Floor of the
     Exchange or suspension from membership status for a period not in excess of
     ninety (90) business days for each such violation. Except in the case of
     specified penalties, which shall be heard by the Committee in accordance
     with Regulations 540.02 and 540.03, proceedings shall be conducted by the
     Hearing Committee in accordance with Regulations 540.02 and 540.03. The
     specified penalties which shall be heard by the Committee shall be defined
     as a reprimand, fines not exceeding $5,000 for any one violation, and a
     denial of the privileges of the Floor for a period not exceeding five (5)
     business days for any one violation. In the event there is a finding of
     multiple violations of any Rules or Regulations, it shall be within the
     relevant Committee's discretion to apply its denial or suspension powers
     either in a consecutive or concurrent manner.

     Also fines not to exceed $5,000 for any act may be imposed as specifically
     authorized in Regulation 519.03.

     A party under a cease and desist order may apply to the Committee to review
     and terminate such order, provided that such order has been in effect for
     at least five years prior to application.

(e)  Appeal. A member, member firm, other person with trading privileges, or any
     employee of any such individual or firm, may appeal from the decision of
     the Floor Governors Committee or the Hearing Committee in accordance with
     Regulation 540.05 by filing with the Secretary of the Association within
     ten (10) business days after the decision is sent to the respondent a
     Notice of Appeal to the Appellate Committee requesting a review by the
     Appellate Committee of all or part of the decision.

(f)  Offense Against The Association.  It shall be an act detrimental to the
     interest and welfare of the Association for any member of the Association,
     member firm, other person with trading privileges,  or employee of any such
     individual or firm to fail to comply with the disciplinary action of the
     Committee after such action becomes effective.

(g)  Oath.  Every Floor Governor shall take an oath not to divulge, or allow or
     cause to be divulged, any information acquired by such member in his
     official capacity as a Floor Governor if such information is confidential,
     commercially sensitive, or non-public, except when required in connection
     with his official duties, or in connection with disciplinary proceedings or
     other formal proceedings or actions of a duly authorized committee of the
     Association or of the Board, or in response to a duly authorized subpoena,
     or in response to a request or demand by an administrative or legislative
     body of government having jurisdiction of the subject matter and authority
     to obtain the information requested, or on behalf of the Association in any
     proceeding authorized by the Board of Directors.

(h)  Hold-over Member.  Whenever the Committee members have begun to hear or
     review evidence and argument in any proceeding, and the term of one or more
     of the members expires, such member or members may continue in office until
     the proceeding has ended. A holdover member shall not participate in any
     other Committee business, nor shall his continuation in office impair the
     appointment of his successor or his successor's right to participate in all
     other Committee business.

(i)  Associate Members as Floor Governors. Associate Members of the Exchange are
     eligible for appointment to the Floor Governors Committee as full voting
     members, provided that Associate Members shall not be eligible to serve as
     Chairman of the Committee. The Committee shall at all times have at least
     two Associate Members on the Committee. (08/01/98)

543.01  Investigations - The President or the Executive Vice-President shall
        have the authority to



                                Ch5 Proceedings
                                ---------------

order investigations into any complaints made to the Association or into any
situation no matter how brought to their attention involving possible violations
of the Rules and Regulations of the Association. 1792 (08/01/94)

544.00  Waiver of Hearing - The statement of charges may provide that if the
respondent fails, except for good cause, to request a hearing within a specified
period of time, which in no event shall be less than five business days after
the service of the charges, he shall be deemed to have accepted a penalty stated
in the charges.  (08/01/94)

545.00  Testimony And Production Of Books And Records - If a member of the
Association, member firm, or other person with trading privileges, is required
to submit his books and records, or the books and records of his firm, or
corporation, or any portion thereof, to the Board, or to any authorized Standing
or Special Committee, or to the individual responsible for the supervision of
the Office of Investigations and Audits as provided for in Regulation 170.01,
or, subject to the provisions of Rule 548.00, to furnish any information to or
to appear and testify before, or to cause any of his partners or employees to
appear and testify before such Board, or such authorized Committee, or at the
request of such individual responsible for the  supervision of the Office of
Investigations and Audits, it shall be an offense against the Association to
fail or refuse to comply with such requirements. 153  (08/01/94)

545.01  Furnishing Information - Pursuant to Rule 545.00 and Regulations
545.02 and 545.03, each clearing member shall furnish to the Board or to any
committee or department specified by the Board, such information respecting
daily trading, deliveries, exchanges of futures for cash commodities or other
activity as the Board deems necessary for compliance by the Association with the
provisions of Regulations Sections 16.00 through 16.03 under the Commodity
Exchange Act or as required to be made or maintained under the Rules and
Regulations.  Such data shall be furnished at such times and in such manner and
form as the Board or the committee or department acting for the Board may
prescribe.

The Business Conduct Committee, the Financial Compliance Committee, or the Floor
Governors Committee may, without hearing, impose minor penalties against members
or member firms for failure by such members or member firms, or for failure by
any persons for whom such members or member firms are responsible, to submit
requested routine trade documentation within the respective Committees'
jurisdiction in the manner prescribed by the Committee. Minor penalties for the
purpose of this Regulation shall be defined as fines not exceeding $1,000 for
any one offense.

If the documents requested are one year old or less, they must be produced and
submitted to the Office of Investigations and Audits within five (5) business
days.  If the documents requested are more than one year old and less than five
years old, they must be produced and submitted to the Office of Investigations
and Audits within ten (10) business days.  The Business Conduct Committee, the
Financial Compliance Committee, or the Floor Governors Committee may impose a
fine of up to $1,000 for each business day thereafter on which the member,
member firm or any person for whom such member or member firm is responsible,
has not produced and submitted the requested documents to the Office of
Investigations and Audits.

A respondent may request an appeal of a minor penalty by filing a written
request for a hearing with the Office of Investigations and Audits within ten
(10) business days after the penalty is imposed; the Business Conduct Committee,
the Financial Compliance Committee, or the Floor Governors Committee shall hear
the matter in accordance with Regulations 540.02 through 540.05. The decision of
the Business Conduct Committtee, the Financial Compliance Committee, or the
Floor Governors Committee may be appealed to the Appellate Committee as provided
in Rule 542.00(f) or 543.00(e). Failure to request a hearing shall be deemed a
consent to the fine.  Unless a hearing is requested, failure to pay a fine
within thirty (30) days after the penalty is imposed shall automatically triple
the amount of the fine.  1973  (08/01/94)

545.02  Record Keeping - Pursuant to Rule 545.00 and Regulation 545.03, each
member and member firm shall keep in an accurate and complete manner all books
and records required to be made or maintained under the Rules and Regulations.
All books and records required to be kept shall be kept for a period of five (5)
years from the date thereof and shall be readily accessible for a period of two
(2)



                                Ch5 Proceedings
                                ---------------

years from the date thereof. All reports required to be submitted to the
Association or its delegate shall be reported accurately and completely.
(08/01/94)

545.03  Record Keeping Qualifications - Each member, member firm and other
person with membership privileges shall be required, pursuant to the rules and
regulations, to keep, maintain and furnish only those books and records that
relate directly to the trading of futures and options contracts, satisfaction
of the minimum financial requirements for futures commission merchants and
qualifications for membership. (08/01/94)

545.04  Equity Runs Transmission Requirement - Each member shall be required to
have the ability to electronically transmit the complete bookkeeping reports to
its Chicago office or to the Board of Trade Clearing Corporation by 8:00 a.m.
central time on the day following the report date. The reports must, at a
minimum, include the margin equity run, master file of customer account names
and addresses, open position listing, day trade listing, cash adjustment sheets,
margin call and debit/deficit report. (08/01/94)

545.05  Maintenance of Telephone Recordings - Members and member firms which
record conversations conducted on their Exchange Floor telephone lines shall
maintain the resultant recordings for a period of 10 business days following the
day when such recordings are made.  In addition, all  recordings of Exchange
Floor headset communications shall be maintained for a period of 10 business
days following the day when such recordings are made. (07/01/98)

546.00  Testimony Before Other Exchanges - If the Board shall deem it is to the
interest and welfare of the Association, or to the public interest, or in the
interest of just and equitable principles of trade, to facilitate the
examination by the authorities of another exchange of any transaction in which a
member of the Association has been concerned and that the testimony of such
member, his partners, or employees, or his books and papers, or the books and
papers of his firm, or corporation, or any partner therein are material to such
examination, and shall direct such member to appear and testify, or to cause any
of his partners or employees to appear and testify, or to produce such books and
papers before the authorities of said other exchange, or any committee thereof,
for the purposes of such examination, and the member of the Association shall
refuse or fail to comply with such direction, he may be adjudged guilty of an
act detrimental to the interest or welfare of the Association. 154 (08/01/94)

548.00  Incriminating Evidence - Upon any investigation or trial before the
Board, or before any committee, or before any other tribunal of the Association,
no member or agricultural regular firm shall be required to answer, or be
subject to any penalty for failing to answer any question, when such member or
agricultural regular firm shall make oath that the answer, if given, would
convict or tend to convict such member or agricultural regular firm of the
violation of any law of the United States or any state.  161  (08/01/94)

549.00  Depositions of Witnesses - Upon any investigation authorized under the
Rules and Regulations of the Association, the oral depositions of witnesses may
be taken.  The party under investigation shall be given at least five (5) days
written notice of the time of the deposition and place where the witness will be
deposed, which may be at any location within the United States.  The party under
investigation shall have the right to be present in person or by representative
at the oral deposition, with right of cross-examination.  All oral depositions
of witnesses shall be taken under oath, before an officer qualified in the place
of the deposition to administer oaths, and the complete testimony of the
witnesses shall be transcribed by such officer or by a person under his
supervision.  Oral depositions taken in accordance with this provision shall be
admissible in evidence at any hearing of the board or a Committee, reserving to
the party under investigation the right to object at the hearing to the
relevancy or materiality of the testimony contained therein.  162  (08/01/94)

550.00  Rehearing   - A suspended or expelled member or member firm, and any
member or member firm that has been fined, may petition the Appellate Committee
for a rehearing.  Upon presentation of the petition, the Appellate Committee, by
a majority vote, may order a rehearing to determine whether the disciplinary
action was the result of false testimony or was otherwise unjust or improper.

The rehearing will be conducted in accordance with Regulations 540.02 and
540.03.



                                Ch5 Proceedings
                                ---------------

If, after a rehearing the Appellate Committee unanimously finds that such member
or member firm was mistakenly expelled, suspended, or fined, or that the penalty
imposed was excessive, the prior disciplinary action against such member or
member firm may be set aside or the penalty mitigated.  No prior disciplinary
action or penalty shall be set aside or mitigated if any member of the Appellate
Committee votes against such action.

The petition of a member or member firm who has been suspended, expelled, or
fined, for a rehearing shall be posted upon the bulletin board of the Exchange
for at least one week prior to its presentation to the Appellate Committee.

A member or member firm whose prior expulsion, suspension, and/or fine is set
aside or mitigated in accordance with this Rule shall have no claim in law or
equity against the Association or any Director, committee member, officer or
employee thereof by virtue of such prior action thus set aside or mitigated.

A rehearing is not a right.  An action of the Appellate Committee is final when
rendered as provided in Regulation 540.07, but may be reviewed by the Board
pursuant to Regulation 540.05.  Every suspension, expulsion, or fine will be
considered final until set aside or reduced under this Rule. 157  (08/01/94)

551.00 Financial Compliance Committee-

(a) Membership. The Chairman of the Board, with the approval of the Board, shall
    appoint the members of the Financial Compliance Committee. The Committee
    shall consist of five Full Members at least three of whom shall be an
    officer or partner of a member firm and who shall not be Directors or
    Officers of the Association. Initially, two members of the Committee shall
    serve for a term of two years. At the time this Rule becomes effective,
    three members shall be appointed to serve a term expiring February 1, 1992.
    Each year thereafter, beginning in 1992, the Chairman of the Board, with the
    approval of the Board, shall appoint two members of the Committee to serve a
    term of two years and one member to serve a term of one year. A vacancy in
    the Committee shall be filled for the unexpired term in the same manner as
    provided above, except that unexpired one-year terms may be left vacant at
    the discretion of the Chairman of the Board. The President and Chief
    Executive Officer of the Board of Trade Clearing Corporation shall be a non-
    voting advisor to the Committee.

(b) Chairman and Vice-Chairman of the Committee. The Chairman of the Board, with
    the approval of the Board, shall appoint a Chairman and a Vice-Chairman of
    the Committee from among the members of the Committee. The Chairman and
    Vice-Chairman shall be appointed to serve as Chairman and Vice-Chairman for
    a one-year term.

(c) Oath of Members. Every member of the Committee shall take an oath not to
    divulge, or allow or cause to be divulged, any information acquired by such
    member in his official capacity if such information is confidential,
    commercially sensitive or non-public, including any information regarding
    the market position, financial condition, or identity of any trader or firm,
    except when required in connection with his official duties, or in
    connection with disciplinary proceedings or other formal proceedings or
    actions of a duly authorized committee of the Association, or of the Board,
    or in response to a duly authorized subpoena, or in response to a request or
    demand by an administrative or legislative body of government having
    jurisdiction of the subject matter and authority to obtain the information
    requested, or on behalf of the Association in any proceeding authorized by
    the Board.

(d) Quorum. The attendance of three (3) members at a meeting shall constitute a
    quorum. The actions of a majority of the members present shall be the
    actions of the Committee.

(e) Financial Compliance Committee on Particular Matter. If the Financial
    Compliance Committee shall determine that it is improper for any or all of
    its regular members to serve during the consideration and decision of any
    particular matter, or if any or all the regular members shall be unable to
    serve during the consideration and decision of any particular matter, the
    Financial Compliance Committee may request the Chairman of the Board to
    appoint an alternate or alternates to sit throughout the investigation,
    hearing, and decision of such matter. The Chairman of the Board shall have
    the power to appoint, consistent with paragraph (a) above, any member or
    members as such alternate or alternates.



                                Ch5 Proceedings
                                ---------------

    When so appointed, such alternate or alternates shall, with respect to such
    particular matter, have all the powers and duties of the regular member or
    members for whom he is or they are acting, and the "Committee on Particular
    Matter," consisting of such alternate or alternates, and the remaining
    regular members of the Financial Compliance Committee, if any, shall with
    respect to such particular matter have all the duties and powers of the
    regular Financial Compliance Committee. During such period as a Committee or
    Committees on a Particular Matter or Matters are functioning, the regular
    Financial Compliance Committee and the regular members thereof shall
    continue to have all the powers and to perform all the duties concerning
    matters not under consideration by a Committee or Committees on Particular
    Matters.

(f) Duties and Authority of the Committee. The duty of the Committee is to
    monitor and ensure the capital and financial integrity of members and member
    firms. The Committee may determine, in its sole discretion, that there is
    reason to believe that the financial status of a member or member firm
    represents a condition inconsistent with sound business practices and
    financial integrity, and may exercise the following authority, without
    limitation, over the financial organization of members and member firms.

    The Committee shall determine the manner and form in which its proceedings
    shall be conducted. The Committee shall have authority, without limitation,
    over the financial organization of member firms and the financial inter-
    relationships between member firms and their wholly-owned affiliated
    entities, including parents and subsidiaries. The Committee shall also have
    the authority, without limitation, to supervise the nature of capital
    formation and the capital compliance of members, member firms, wholly-owned
    affiliates, any other persons with trading privileges, guaranteed
    introducing brokers, and any employees or associated persons of any such
    individual or firm, particularly insofar as such conduct may have an adverse
    impact on the member's, member firm's or wholly-owned affiliate's capital or
    financial stability. The Committee shall also have the authority, without
    limitation, to supervise the financial organization, nature of capital
    formation and the capital compliance of all agricultural regular firms and
    their employees, member and non-member alike.

    The Committee in performing its duties may investigate the dealings,
    transactions and financial interrelationships and condition of members,
    member firms, wholly-owned affiliates, agricultural regular firms, any other
    persons with trading privileges, guaranteed introducing brokers, and any
    employees or associated persons of any such individual or firm, may examine
    their books and papers upon request, and, with respect to member firms, may
    prescribe such capital requirements as it deems appropriate, including,
    without limitation, requiring the immediate or expeditious infusion of
    additional capital (subject to the procedures contained herein). Upon
    approval by the Chairman of the Board, the Committee may employ such
    experts, auditors, counsel and other assistants as it may deem necessary on
    a case-by-case basis, and all expenses incident thereto shall be payable
    from the funds of the Association.

    (1) Where immediate action is necessary, the Committee shall have the
        authority prior to a hearing, only upon written approval by the Chairman
        of the Board, to take summary action consistent with this rule subject
        to a subsequent hearing to be held within five (5) days from the date of
        the summary action in accordance with Regulation 540.06. This hearing,
        conducted before the Committee or Board, shall follow the requirements
        of Regulation 540.03(c)-(j).

        The member, member firm, person with trading privileges, wholly-owned
        affiliate, agricultural regular firm, guaranteed introducing broker, or
        employee or associated person of any such individual or firm will be
        immediately notified in writing of the Committee's or Board's decision,
        in the form of an order signed by the Chairman of the Committee and the
        Chairman of the Board of Directors. Upon written notification of the
        decision, the respondent may request a hearing to be held within five
        (5) days. After this hearing, the respondent may appeal the decision to
        the Board of Directors. The Board of Directors may modify the conditions
        of the original order.

        Alternatively, any such summary order may be appealed directly to the
        Board of Directors within one business day. The member, member firm,
        person with trading privileges, wholly-owned affiliate, agricultural
        regular firm, guaranteed introducing broker, or employee or associated



                                Ch5 Proceedings
                                ---------------

        person of any such individual or firm subject to such order must give
        written notice of appeal to the Secretary immediately upon receipt of
        the Committee's order; the Board shall hear the appeal within one
        business day following receipt of said appeal notice or such later date
        as the Board may establish pursuant to the written waiver of the one
        business day hearing requirement by the member, member firm, person with
        trading privileges, wholly-owned affiliate, agricultural regular firm,
        guaranteed introducing broker, or employee or associated person of any
        such individual or firm.

    (2) The Committee shall have the authority to charge a member, member firm,
        wholly-owned affiliate, agricultural regular firm, person with trading
        privileges, guaranteed introducing broker, or any employee or associated
        person of any such individual or firm alleged to have violated any Rule
        or Regulation or written policy within its jurisdiction and may impose
        any one or more of the following preliminary penalties: a reprimand, a
        cease and desist order, a fine not to exceed $25,000 for each such
        violation, and/or restitution.  The Committee may also impose upon any
        such individual member, person with trading privileges, or employee of a
        member or member firm a preliminary denial of the privileges of the
        Floor of the Exchange or suspension from membership status for a period
        not in excess of ninety (90) business days for each such violation.
        Except in the case of specified penalties, which shall be heard by the
        Committee in accordance with Regulations 540.02 and 540.03, proceedings
        shall be conducted by the Hearing Committee in accordance with
        Regulations 540.02 and 540.03. The specified penalties which shall be
        heard by the Committee shall be defined as a reprimand, fines not
        exceeding $5,000.00 for any one violation, and a denial of the
        privileges of the Floor for a period not exceeding five (5) business
        days for any one violation.  In the event there is a finding of multiple
        violations of any Rules or Regulations it shall be within the relevant
        Committee's discretion to apply its denial or suspension powers either
        in a consecutive  or concurrent manner.

        A party under cease and desist order may apply to the Committee to
        review and terminate such order, provided that such order has been in
        effect for at least five years prior to application.

        The decision of the Financial Compliance Committee or the Hearing
        Committee may be appealed to the Appellate Committee in accordance with
        Regulation 540.05 by filing with the Secretary of the Association,
        within ten (10) business days after the decision is sent to the
        respondent, a Notice of Appeal to the Appellate Committee requesting a
        review by the Appellate Committee of all or part of the decision.

    (3) Any member, member firm, wholly-owned affiliate, agricultural regular
        firm, other person with trading privileges, guaranteed introducing
        broker, or employee or associated person of any such individual or firm
        who fails to appear before the Committee pursuant to its request, or to
        submit his or its books and records to the Committee at its request,
        shall be guilty of an offense against the Association.

        The Committee may review at any time the operations or procedures of
        members, member firms, wholly-owned affiliates, agricultural regular
        firms, any other persons with trading privileges, guaranteed introducing
        brokers, and any employees or associated persons of any such individuals
        or firms to assure compliance with the Rules and Regulations of the
        Association. Whenever such review discloses a condition or practice
        which, in the Committee's judgment, falls within the provisions of
        Regulation 270.01 or Regulation 540.06, it shall so advise the Chairman
        of the Board and recommend such action as it deems appropriate in the
        circumstances.

(g) Offense Against the Association. It shall be an act detrimental to the
    interest and welfare of the Association for any member of the Association,
    member firm, wholly-owned affiliate, agricultural regular firm, other person
    with trading privileges, guaranteed introducing broker, or employee or
    associated person of any such individual or firm to fail to comply with the
    disciplinary action of the Committee after such action becomes effective.

(h) Hold-Over Members. Whenever the Committee members have begun to hear or
    review evidence and argument in any proceeding, and the term of one or more
    of the members expires, such member or



                                Ch5 Proceedings
                                ---------------
    members may continue in office until the proceeding has ended. A hold-over
    member shall not participate in any other Committee business, nor shall his
    continuation in office impair the appointment of his successor or his
    successor's right to participate in all other Committee business. (08/01/98)



Ch5 Proceedings

560.00  Expulsion and Suspension from Membership - Unless otherwise
specifically provided, the penalty of suspension from membership may be
inflicted, and the period of suspension determined, by the vote of a majority of
the members of the Appellate Committee or the Board present, and the penalty of
expulsion from membership or of ineligibility of a suspended member for
reinstatement may be inflicted only by a vote of two-thirds of the members of
the Board present.

At any disciplinary hearing the Appellate Committee or the Board may impose a
fine upon any member or member firm for each Rule or Regulation violated.  By
majority vote of the Appellate Committee members or Directors present, the fine
for each Rule or Regulation violated shall not exceed $250,000. The time for
payment of any such fine shall be determined by the Appellate Committee or the
Board. Failure of any member or member firm to pay the fine during the
prescribed period shall be considered an act detrimental to the interest and
welfare of the Association.  140  (08/01/94)

560.01  Disciplinary Notice - Any member who is suspended, expelled, denied
access to the Floor of the Exchange or otherwise disciplined shall be notified
of such action in writing, with notification to the Commodity Futures Trading
Commission in a manner permitted by the Commission, within thirty (30) days.
The notification shall include the reasons for the Exchange action in the form
and manner the Commission prescribes.   1795  (01/01/00)

560.02  Association Bar - Unless otherwise specifically provided, the penalty
of a bar from association with any member or member firm may be imposed, and the
period of an association bar determined, by the vote of a majority of the
members of the Appellate Committee or the Board present. A permanent bar from
association may be imposed only by the Board by a vote of two-thirds of the
members of the Board present. For purposes of this regulation, a bar from
association with any member or member firm includes, but is not limited to, a
member's acting in the capacity of a partner, officer, director, employee and/or
agent of a member or member firm.  (08/01/94)

561.00  Suspended or Expelled Member Deprived of Privileges - When a member is
suspended by a Committee of the Association or the Board, such member shall be
deprived during the term of his suspension of all rights and privileges of
membership, but he may be proceeded against by the Board for an offense other
than that for which he was suspended.

The expulsion of a member terminates all rights and privileges arising out of
his membership, except such rights in respect to the proceeds of the transfer
thereof as he may have under the provisions of Chapter 2 hereof.  159
(08/01/94)

562.00  Discipline During Suspension - A member suspended under the provisions
of this Chapter may be proceeded against by the Board for any offense committed
by him either before or after the announcement of his suspension, in all
respects as if he were not under suspension.  (08/01/94)

563.00  Trade Checking Penalties - The Floor Conduct Committee may assess a
penalty not to exceed $1,000.00 for each day that a member or registered
eligible business organization fails to make adequate provisions for the
checking of trades that have been rejected by the Clearing House.  Such penalty
may be appealed to the Appellate Committee on the ground that it is excessive or
unreasonable, and the Appellate Committee may thereupon revoke, modify, or
impose a greater or different penalty. (04/01/98)




====================================================================================
Chapter 6
Arbitration of Member Controversies
====================================================================================
                                                                              
          600.00    Arbitration of Member Controversies.........................
          600.01    Member to Member Statute of Limitations.....................
          601.00    Arbitration of Customers' Claims and Grievances.............
          601.01    Award of Actual Damages.....................................
          601.02    Award of Punitive or Exemplary Damages......................
          602.00    Arbitration of Other Member-Nonmember Controversies.........

     Ch6 A. Definitions.........................................................
          603.00    Member Defined..............................................
          603.01    Definitions.................................................

     Ch6 B. Organization........................................................
          610.01    Arbitration Committee.......................................
          610.02    Administrator of Arbitration................................
          610.03    Unassociated Persons........................................

     Ch6 C. Jurisdiction, Submission, Selection of Arbitrators..................
          620.01    Jurisdiction and Submission.................................
          620.02    Selection of Arbitrators and Chairman.......................
          620.03    Special Arbitrators.........................................
          620.04    Time Limit for Filing Customers' Claims and Grievances......
          620.05    Time Limit for Filing Claims in Member/Agricultural Regular
                    Firm Controversies..........................................

     Ch6 D. Procedure...........................................................
          630.01    Pleadings...................................................
          630.02    Third Party Actions.........................................
          630.03    Cross Claims................................................
          630.04    Representation by Attorney..................................
          630.05    Time and Place for Hearing..................................
          630.06    Witnesses, Subpoenas, Depositions...........................
          630.07    Oath of Arbitrators.........................................
          630.08    Hearing Procedures..........................................
          630.09    Amendments To Pleadings.....................................
          630.10    Adjournments................................................
          630.11    Notice and Communications...................................
          630.12    Arbitration Procedures For Claims Under $2,500..............
          630.13    Rulings and Awards..........................................
          630.14    Change of Award.............................................

     Ch6 E. Miscellaneous Provisions............................................
          640.01    Fees and Expenses...........................................
          640.02    Ex Parte Contacts...........................................
          640.03    Holdover Arbitrators........................................
          640.04    Power to Decline Jurisdiction...............................
          640.05    Compliance With Applicable Laws.............................




================================================================================
Chapter 6
Arbitration of Member Controversies
================================================================================

600.00  Arbitration of Member Controversies - Any controversy between parties
who were members at the time such controversy arose and which arises out of the
Exchange business of such parties shall, at the request of any such party, be
submitted to arbitration in accordance with regulations prescribed by the
Exchange. Every member, by becoming such, agrees to arbitrate all such disputes
with other members in accordance with this Rule and the regulations prescribed
by the Exchange pursuant to this Rule, and further agrees and obligates himself
to abide by and perform any awards made thereunder. (06/01/95)

600.01  Member to Member Statute of Limitations - A controversy shall be
submitted to arbitration within two years from the date the member knew or
should have known of the dispute. (09/01/95)

601.00  Arbitration of Customers' Claims and Grievances - The Exchange shall by
regulation establish procedures in conformity with Section 5a(11) of the
Commodity Exchange Act and Regulations thereunder for the settlement through
arbitration of customers' claims and grievances against members and their
employees. Every member, by becoming such, agrees to abide by all regulations
prescribed by the Exchange pursuant to this Rule, and further agrees to abide by
and perform any awards made thereunder. (08/01/94)

601.01  Award of Actual Damages - If an award of actual damages is made against
a floor broker in connection with the execution of a customer order, the futures
commission merchant that selected the floor broker may be required to satisfy
such award. (08/01/94)

601.02  Award of Punitive or Exemplary Damages - Punitive or exemplary damages
may be awarded to a customer in addition to losses proximately caused by a floor
broker, if the floor broker acted wilfully and intentionally in bringing about
the customer's losses. The punitive or exemplary damages may not exceed an
amount equal to two times the amount of the actual damages proximately caused by
the floor broker. In addition, the futures commission merchant that selected the
floor broker may be required to satisfy the award of punitive or exemplary
damages if the floor broker fails to do so and only if the futures commission
merchant wilfully and intentionally selected the floor broker with the intent to
assist or facilities the floor broker's violation. (08/01/94)

602.00  Arbitration of Other Member-Nonmember Controversies - - The Exchange may
by regulation establish procedures for the voluntary arbitration of
controversies between members and nonmembers arising out of Exchange business,
other than customers' claims and grievances, where neither the claim, nor any
counterclaim, is in excess of $50,000. Every member, by becoming such, agrees to
abide by all regulations which the Exchange may prescribe pursuant to this Rule,
and further agrees to abide by and perform any awards made thereunder.
(08/01/94)



Ch6 A. Definitions

603.00  Member Defined - For purposes of this Chapter, the term "member"
includes all individual members of the Association, and all partnerships,
corporations, and cooperative associations registered with the Association
pursuant to Rule 230.00 or related regulations. (11/01/94)

603.01  Definitions -

For purposes of this Chapter:

A.  "Member" of the Association includes all individual members of the
    Association, and all partnerships, corporations, and cooperative
    associations that are registered with the Association pursuant to Rule
    230.00 or Regulation 230.17. For purposes of Rule 600.00 and Regulation
    620.01(A), "member" shall also be deemed to include the operator or manager
    of a warehouse or shipping plant that has been declared regular by the
    Exchange for the delivery of grains, soybean oil or soybean meal in Board of
    Trade contracts.

B.  "Claims or grievance" is any dispute which arises out of any transaction on
    or subject to the rules of the Exchange (including any transaction on or
    subject to the Rules of another contract market if such transaction is part
    of the same cause of action), executed by or effected through a member of
    the Association, or by or through an employee of a member of the
    Association, which dispute does not require for adjudication the presence of
    essential witnesses or third parties over whom the Association does not have
    jurisdiction and who are not otherwise available. A "claim or grievance"
    does not include disputes arising from cash market transactions which are
    not part of or directly connected with any transaction for the purchase or
    sale of any commodity for future delivery.

C.  "Customer" does not include any member of the Association.

D.  "Unassociated person" excludes all persons who are either members of or
    associated with members of the Association, who are employees of the
    Association, or who are otherwise associated with the Association. For the
    purpose of customer claims or grievances in connection with this chapter
    only, "unassociated person" excludes all persons who are members of, or
    associated with members of, or are employees of, or otherwise associated
    with, the Association or any other contract market. (08/01/94)



Ch6 B. Organization

610.01  Arbitration Committee - The Arbitration Committee shall consist of
twenty-eight (28) individual members of the Association appointed by the
Chairman of the Board with the approval of the Board. Seven (7) shall be chosen
from each of the following four (4) categories: seven (7) shall be principally
engaged as floor traders; seven (7) shall be principally engaged as floor
brokers; seven (7) shall be affiliated with brokerage firms; and seven (7) shall
be affiliated with commercial firms. Fourteen (14) members shall be appointed
for a term to end January, 1992, and fourteen (14) members shall be appointed
for a term to end January, 1993. Beginning January, 1992, fourteen (14) members
shall be appointed each year for a term of two years. A vacancy shall be filled
for the unexpired term in the same manner as is provided above. No person shall
be a member of the Committee who, at the same time, is a member of the Board or
a member of any standing disciplinary committee. A member of the Arbitration
Committee shall not be disqualified to serve on the Committee or any panel
thereof due to a change in categories subsequent to his appointment. If the
category of a member of the Arbitration Committee should change subsequent to
his appointment, he shall be considered for all purposes to be in the category
from which he was chosen on the date of his appointment. (08/01/94)

610.02  Administrator of Arbitration - The Administrator of Arbitration
("Administrator") shall be appointed by the President to serve at his will. The
Administrator shall assist the Arbitration Committee in the performance of its
work, and perform all ministerial duties in connection therewith including the
following: he shall receive and file all submissions, pleadings and awards; he
shall select unassociated persons to serve on Mixed Panels; he shall schedule
and give notice of all hearings, keep a record of all cases, and keep such other
books, and memoranda as the Committee shall from time to time direct; he shall
receive and disburse all deposits and costs and keep careful and accurate
account thereof under the supervision of the Arbitration Committee; and he shall
perform all other duties incident to his office. (08/01/94)

610.03  Unassociated Persons - The Administrator shall maintain a list of
unassociated persons available to serve as arbitrators on Mixed Panels
constituted pursuant to Regulation 620.02 for the arbitration of customers'
claims and grievances and other member-nonmember controversies. The
Administrator shall from time to time select unassociated persons and place on
the list the names of such unassociated persons who are willing to serve as
arbitrators. (08/01/94)



Ch6 C. Jurisdiction, Submission, Selection of Arbitrators

620.01  Jurisdiction and Submission -

A.  Member Controversies. The Arbitration Committee has jurisdiction to
    arbitrate all controversies between members arising out of Exchange
    business. A member party may compel another member party to arbitrate such
    controversies by delivering to the Administrator a Statement of Claim.

B.  *Customer's Claims and Grievances. The Arbitration Committee and Mixed
    Panels constituted pursuant to Regulation 620.02 have jurisdiction to
    arbitrate all customer's claims and grievances against any member or
    employee thereof which have arisen prior to the date the customer's claim is
    asserted. If the customer elects to initiate an arbitration proceeding of
    any customer claim or grievance, the member shall submit to arbitration in
    accordance with these Arbitration Rules and Regulations. The arbitration
    shall be initiated by delivery to the Administrator of (a) a Statement of
    Claim and a "Chicago Board of Trade Arbitration Submission Agreement for
    Customers' Claims and Grievances" signed by the customer or (b) a Statement
    of Claim and another arbitration agreement between the parties, which
    agreement conforms in all respects with any applicable requirements
    prescribed by the Commodity Futures Trading Commission. The refusal of any
    member or employee to sign the ''Chicago Board of Trade Arbitration
    Submission Agreement for Customer's Claims and Grievances" shall not deprive
    the Arbitration Committee or a mixed Panel constituted pursuant to
    Regulation 620.02 of jurisdiction to arbitrate customers' claims under these
    Arbitration Rules and Regulations. The Committee and Mixed Panels have
    jurisdiction to arbitrate a counterclaim asserted in such an arbitration,
    but only if it arises out of the transaction or occurrence that is the
    subject of the customers' claim or grievance and does not require for
    adjudication the presence of essential witnesses, parties or third persons
    over whom the Association does not have jurisdiction. Other counterclaims
    are subject to arbitration by the Committee, or a Mixed Panel, only if the
    customer agrees to the submission after the counterclaim has arisen.

C.  Other Member-Nonmember Controversies. The Arbitration Committee, and Mixed
    Panels constituted pursuant to Regulation 620.02, have jurisdiction to
    arbitrate all controversies between members and nonmembers arising out of
    Exchange business, other than customers' claims and grievances, where
    neither the claim nor the counterclaim is in excess of $50,000 and where the
    claim is filed no more than one year after the date of the transaction
    giving rise to the claim or controversy. Any party may request the
    arbitration of such controversy by delivering to the Administrator (1) a
    Statement of Claim and a ''Chicago Board of Trade Arbitration Submission
    Agreement" signed by all the parties or (2) a Statement of Claim and another
    arbitration agreement between the parties, which agreement conforms in all
    respects with any applicable requirements prescribed by the Commodity
    Futures Trading Commission.

*The following is the text of Regulation 620.01(B) as amended by CFTC Rule
7.201. The legality of Rule 7.201, and thus the obligation of Board of Trade
members to arbitrate customer's claims and grievances, has been the subject of
litigation between the Board of Trade and one of its member firms against the
CFTC since 1982. On December 30, 1986, the United States District Court for the
Northern District of Illinois declared CFTC Rule 7.201 to be invalid as an
unconstitutional denial of a member firm's Seventh Amendment right to a jury
trial. However, on December 22,1987, the Seventh Circuit Court of Appeals
overturned the District Court's decision, thereby upholding CFTC Rule 7.201. The
Board of Trade, with a member firm, filed with the United States Supreme Court a
petition to review the Seventh Circuit's decision. On October 3,1988, the
Supreme Court denied the petition. The Supreme Court's ruling, in effect,
reaffirms the Seventh Circuit's decision validating CFTC Rule 7.201 and
compelling Association members, at the option of the customer, to arbitrate
customer disputes arising out of Exchange business. (08/01/94)

620.02  Selection of Arbitrators and Chairman

A.  Customers' Claims and Grievances. Prior to the time of a customer's
    submission of a claim or grievance to the arbitration procedure established
    herein, he shall be informed that he may elect at the time of submission of
    the claim or grievance to have his dispute heard by an arbitration panel
    consisting of members selected pursuant to Subsection C of this Regulation,
    or by a Mixed



           Ch6 C. Jurisdiction, Submission, Selection of Arbitrators
           ---------------------------------------------------------

    Panel selected pursuant to this Subsection. The customer shall be advised,
    prior to election of a Mixed Panel

    1.  that any increased expenses attendant to having such a Mixed Panel shall
        be borne by the member(s) regardless of the outcome of the arbitration
        unless the arbitrators determine that the customer acted in bad faith in
        initiating, or participating in, the arbitration proceeding.

    2.  that the Mixed Panel may have more or less knowledge in the area of
        commodities relevant to his claim that a panel composed entirely of
        members of the Arbitration Committee.

    Such Mixed Panel shall be composed of five (5) persons, three of whom shall
    be unassociated persons, and two of whom shall be members of the Arbitration
    Committee, both of whom may be from the same category. The unassociated
    persons on such Mixed Panel shall be chosen by the Administrator by lot from
    the list of available unassociated persons maintained by the Administrator.
    The members of the Arbitration Committee shall be selected in a manner to be
    established by the Committee. Each panel shall be chaired by a member of the
    Executive Subcommittee of the Arbitration Committee.

B.  Other Member-Nonmember Controversies. The provisions of Subsection A of the
    Regulation shall be applicable to the arbitration of member-nonmember
    controversies, as well as to the arbitration of customers' claims and
    grievances.

C.  Other Controversies. In the case of controversies between members, or in the
    event that a customer or nonmember party does not elect a Mixed Panel as
    outlined in Subsections A and B of this Regulation, the arbitration panel
    shall consist of five (5) Arbitrators, to be selected from the Arbitration
    Committee in a manner to be established by the Committee, with at least one
    Arbitrator to be selected from each category described in Regulation 610.01.
    Each panel shall be chaired by a member of the Executive Subcommittee of the
    Arbitration Committee.

D.  Executive Subcommittee of the Arbitration Committee. For the purpose of this
    Regulation 620.02, the Executive Subcommittee of the Arbitration Committee
    shall consist of one Chairman, one Vice Chairman and three other members,
    all of whom have been appointed by the Chairman of the Board with the
    approval of the Board of Directors. One member of the Subcommittee must be
    principally engaged as a floor trader, one member must be principally
    engaged as a floor broker, one member must be affiliated with a brokerage
    firm, and one member must be affiliated with a commercial firm. The Chairman
    of the Subcommittee may come from any of the four categories cited in the
    preceding sentence. (11/01/97)

620.03  Special Arbitrators - Where the controversy is of a highly technical
nature, if the parties desire, they may arrange between themselves for one or
more Special Arbitrators to be convened by the Administrator, in which event
such Special Arbitrator or Special Arbitrators shall proceed in accordance with
the provisions of this Chapter. (08/01/94)

620.04  Time Limit for Filing Customers' Claims and Grievances - The Arbitration
Committee and Mixed Panels constituted pursuant to Regulation 620.02 do not have
jurisdiction to arbitrate customers' claims and grievance which are filed more
than one year after the date of the transaction giving rise to the claim or
controversy. (08/01/94)

620.05  Time Limit for Filing Claims in Member/Agricultural Regular Firm
Controversies - The Arbitration Committee does not have jurisdiction to
arbitrate controversies between members and agricultural regular firms which are
filed more than one year after the date of the events giving rise to the claim
or controversy. (08/01/94)



Ch6 D. Procedure

630.01  Pleadings

A.  Form of Pleadings. Pleadings shall be sufficient if they contain information
    which reasonably informs the other party of the nature of the claim,
    counterclaim, or defense. The amount of the claim or counterclaim shall be
    stated where possible. Provided, however, in any controversy submitted
    between non-members (parties who are neither customers nor members) and
    members or their employees, the parties shall be deemed to have agreed
    between themselves that no award upon a claim or counterclaim shall exceed
    $50,000.

B.  Notice. The Administrator shall deliver or mail copies of all pleadings to
    the parties as soon as practicable.

C.  Answer and Counterclaim. The respondent shall have ten (10) business days
    from receipt of the Statement of Claim in which to file an answer and
    counterclaim, if any, with the Administrator. If the respondent does not
    file an answer and counterclaim, if any, within the time prescribed, the
    respondent will be deemed to have denied the claim and to have waived any
    counterclaim. The Administrator, in his discretion, may extend the filing
    period upon request of the respondent.

D.  Reply. The claimant shall be given the same opportunity to reply to any
    counterclaim as was given the respondent to answer. (08/01/94)

630.02  Third Party Actions - In an arbitration between members pursuant to the
provisions of Regulation 620.01(A).

1.  A party may bring in a third party member against whom a claim is asserted
    arising out of or in connection with transactions referred to in the
    pleadings.

2.  A member may, in the discretion of the Arbitrators, intervene in a pending
    arbitration proceeding and become a party if the Arbitrators are satisfied
    that the claim which he asserts against either or both of the parties arises
    out of or in connection with the transactions referred to in the pleadings.

3.  The procedures to be followed in any third party action shall be determined
    by the Arbitrators. (08/01/94)

630.03  Cross Claims - In an arbitration between members pursuant to the
provisions of Regulation 620.01(A), parties shall have the right to assert cross
claims. (08/01/94)

630.04  Representation by Attorney - A party is not required to be represented
by an attorney; however, he has the right to be represented by an
attorney at his own expense if he so chooses. A party who is represented by an
attorney shall so notify the Administrator and shall furnish to him the
attorney's name and address. Subsequent papers in the proceeding may be
delivered or mailed to the party through his attorney. The arbitrators may award
a party all or any portion of the party's reasonable attorneys fees and expenses
incurred as a result of another party's frivolous claim or defense. The party so
awarded shall submit an affidavit, detailing his attorney fees and expenses, to
the Administrator with notice to the opposing party. (08/01/96)

630.05  Time and Place for Hearing - The Administrator shall set a date for the
hearing after all pleadings have been filed, and shall notify the parties at
least five (5) business days in advance of the time and place, with a copy of
the notification to the Arbitrators. All hearings shall be held in the City of
Chicago, State of Illinois. If it is determined by the Administrator that it is
necessary, for any reason, to postpone the time of hearing, he shall notify the
parties. When a new date for hearing is set, the parties shall be notified as
soon as practicable and no less than five (5) business days before the hearing
unless the time limit is waived. (08/01/94)

630.06  Witnesses, Subpoenas, Depositions - Arbitrators and parties shall have
such powers in regard to compelling attendance of witnesses or the production of
documents or things, or the taking of depositions, as are provided in the
Uniform Arbitration Act of Illinois. (08/01/94)

630.07  Oath of Arbitrators - All Arbitrators shall be sworn faithfully and
fairly to hear, examine, and determine all controversies and to make awards
according to the best of their understanding. Such oath may be administered by
any person authorized to administer oaths. (08/01/94)



                               Ch6 D. Procedure
                               ----------------

630.08  Hearing Procedures

A.  The Arbitrators may allow stipulations and establish such other procedures
    as may simplify the issues and expedite the hearing. The Arbitrators may
    hear and determine the controversy upon the evidence produced,
    notwithstanding the failure of a party duly notified to appear or to present
    evidence.

B.  Each of the parties or his attorney shall be permitted to make an opening
    statement; present witnesses and evidence material to the controversy;
    cross-examine witnesses, including parties to the arbitration; and present
    closing arguments orally or in writing as may be determined at the hearing
    by the Arbitrators. The Arbitrators shall not be bound by formal rules of
    evidence. The Arbitrators shall receive and consider the evidence of
    witnesses by affidavit, but shall give it only such weight as they deem it
    entitled to after consideration of any objections made to its submission.
    All testimony shall be taken under oath or affirmation. The hearing shall be
    formally declared closed by the Arbitrators. Such hearings may, however, in
    the discretion of the Arbitrators, be reopened at any time prior to the
    making of an award.

C.  The Arbitrators may, when they deem it appropriate, record the proceedings
    in whatever manner they determine. Any party may require the proceedings to
    be transcribed if he agrees to pay the actual cost of such transcription.
    The Administrator shall make the necessary arrangements for the taking of a
    stenographic record whenever such record is requested. (08/01/94)

630.09  Amendments To Pleadings - At any time before the hearings are declared
closed, any party may move to amend his pleadings to conform to the evidence
and, if the Arbitrators shall permit the amendment, the case shall be determined
on the amended pleadings. (08/01/94)

630.10  Adjournments - The Arbitrators may adjourn the hearings from time to
time upon the application of either party for good cause or at their own
instance. (08/01/94)

630.11  Notice and Communications - Notices shall be given to the parties by the
Administrator or otherwise as the Arbitrators may direct. (08/01/94)

630.12  Arbitration Procedures For Claims Under $2,500

A.  Where claims of the parties including counterclaims, if any, are under
    $2,500 in the aggregate, the dispute shall be resolved by the Arbitrators
    solely upon the pleadings and documentary evidence filed by the parties. A
    party shall have the right to take the deposition of any other party in the
    manner and upon terms designated by the Arbitrators.

B.  Notwithstanding the provisions of this Regulation, the Arbitrators may
    request the submission of further evidence in the proceedings, and the
    Arbitrators may, by a majority vote, call and conduct a hearing if such is
    deemed to be necessary. (08/01/94)

630.13  Rulings and Awards

A.  All rulings and awards shall be by a majority vote of the Arbitrators.

B.  The award shall be in writing and signed by the Arbitrators joining in the
    award. Such award shall be promptly rendered according to the Rules and
    Regulations of the Association and the laws of the land, and the award shall
    be final. The Arbitrators shall file the award with the Administrator and
    the Administrator shall deliver or mail a copy to each party.

C.  Failure to comply with an order or award of the Arbitration Committee or to
    pay the full amount of the award to the Exchange as escrow agent within
    thirty (30) days of notice of the order or award shall be deemed to be a
    failure to perform an Exchange contract in accordance with Rule 278.00

    The amount of the award placed in escrow with the Exchange plus accrued
    interest shall be released to the prevailing party ninety-one days after
    notice of the award is issued unless a timely motion to vacate, modify or
    correct the award has been filed with a court of competent jurisdiction, in
    which case the amount shall continue to be held by the Exchange and together
    with accrued interest shall be disbursed upon the entry of and in accordance
    with a final order disposing of such motion. (08/01/94)

630.14  Change of Award - On application of a party to the Arbitrators, the
Arbitrators may modify or correct the award in accordance with the Uniform
Arbitration Act of Illinois. (08/01/94)



Ch6 E. Miscellaneous Provisions

640.01  Fees and Expenses - A schedule of arbitration fees shall be established
from time to time by the Arbitration Committee, with the approval of the Board.
The Arbitrators, in the award, shall fix expenses and assess fees, in accordance
with the Committee's schedule, in whatever manner they deem appropriate,
provided that incremental costs associated with the selection of a Mixed Panel
by a customer shall be borne by the member regardless of the outcome of the
arbitration unless the arbitrators shall determine that the customer acted in
bad faith in initiating, or participating in, the arbitration proceeding.
Parties shall be notified prior to the submission of a claim of the nature and
amount of fees and expenses which may be assessed against the parties to the
extent that the amount of such fees and expenses may be determined prior to
submission and hearing of the claim. (08/01/94)

640.02  Ex Parte Contacts - Parties are prohibited from making ex parte contacts
with any Arbitrator hearing an arbitration between the parties. (08/01/94)

640.03  Holdover Arbitrators - Whenever the Arbitrators have begun to hear or
review evidence and argument in any arbitration proceeding, and the term of one
or more of the Arbitrators expires, such Arbitrator or Arbitrators shall
continue in office until the arbitration proceeding has ended. A holdover member
shall not participate in any other Committee business, nor shall his
continuation in office impair the appointment of his successor or his
successor's right to participate in all other Committee business. (08/01/94)

640.04  Power to Decline Jurisdiction - Arbitrators may decline jurisdiction in
any case, except as provided by law. The Arbitrators may, at any time during the
proceeding, except as provided by law, and shall, upon the joint request of the
parties, dismiss the proceeding. (08/01/94)

640.05  Compliance With Applicable Laws - The Regulations of this Chapter shall
be so construed as to comply with applicable mandatory provisions of the
Commodity Exchange Act (including Regulations thereunder) and all mandatory
provisions of the Uniform Arbitration Act of Illinois and, where in conflict
with the mandatory provisions of such Act or Acts, the Acts shall prevail.
However, these Regulations, being an integral part of all agreements for the
arbitration of disputes pursuant hereto, shall supersede all provisions of the
Acts which are waivable by agreement. (08/01/94)





=========================================================================
Chapter 7
Clearing House, Deposits for Security
=========================================================================
                                                                   
     Ch7 Clearing House..............................................
          700.00  Settlement by Clearance............................
          701.00  Rights of Board....................................
          702.00  Clearing House By-Laws.............................
          703.00  Membership in Clearing House.......................
          703.00A Office Location and Operation......................
          703.00B Transition Period for Amended Rule 703.00..........
          704.00  Substitution.......................................
          705.00  Offsets............................................
          705.01  Reporting (Margins)................................
          705.02  Reporting (Offsets)................................
          706.00  Trades for Customers...............................

     Ch7 Deposits for Security.......................................
          720.00  Amount Callable....................................
          721.00  Depositaries.......................................
          722.00  Certificates.......................................
          723.00  Disposition of Duplicate Certificates..............
          724.00  Existing and Future Exchange Contracts.............
          725.00  Notice of Call.....................................
          726.00  Failure to Make Deposit............................
          727.00  Return of Deposits.................................
          728.00  Release of Excessive Deposits......................
          729.00  Deposits to Secure Clearing House..................




================================================================================
Chapter 7
Clearing House, Deposits for Security
================================================================================

Ch7 Clearing House

700.00    Settlement by Clearance - All contracts, including contracts made by
members upon behalf of non-members, shall be cleared through the Clearing House,
and all such contracts shall be subject to the Charter, By-Laws, and Clearing
Regulations of the Clearing House; except in security contracts unless otherwise
stipulated in the bid or offer or it is otherwise agreed by the parties to the
contract, or the Clearing House, either in the particular instance or in
pursuance of its By-Laws and Resolutions, will not act in the matter. 310
(09/01/94)

701.00    Rights of Board - During 1936 the Board, by the affirmative vote of
fourteen Directors and thereafter by the affirmative vote of twelve Directors,
may discontinue the clearance of commodities and securities contracts through
the Clearing House, and provide for such other method of clearance as may be
selected. 311 (08/01/94)

702.00    Clearing House By-Laws - The Clearing House may not change its By-
Laws without the consent of the Board. 312 (08/01/94)

703.00    Membership in Clearing House - The Clearing House may prescribe the
qualifications of its own members. However, no person, corporation, limited
liability company, partnership, or any other type of eligible business
organization (hereinafter collectively referred to as "Eligible Business
Organization") shall become a member of the Clearing House until approved by the
Membership Committee, subject to the following conditions:
(a)  No Eligible Business Organization shall become a member of the Clearing
     House for the purpose of clearing trades for others unless the chief
     executive officer of a corporation, the managing partner of a partnership,
     or the managing member of a limited liability company has registered his or
     her membership privilege for the use of the Eligible Business Organization
     pursuant to Rule 230.00 and the provisions of paragraph (d) below are met.
     For good cause shown and if approved by the Membership Committee with the
     concurrence of the Governors of the Clearing House, the Eligible Business
     Organization may designate its principal managerial employee instead of the
     individual referred to above.  For the purpose of this Rule, a principal
     managerial employee shall be the highest ranking managerial employee in the
     Eligible Business Organization whose duties pertain to the management of
     the Eligible Business Organization or any division thereof, and who is in a
     position to influence the Eligible Business Organization's operations with
     respect to commodities business.  The ability to influence the eligible
     Business Organization's operation with respect to commodities business
     includes, but is not limited to, the following:

     (1)  the ability to commit the Eligible Business Organization's capital
          whenever required by the Exchange or the Board of Trade Clearing
          Corporation.

     (2)  the ability to liquidate or otherwise adjust the Eligible Business
          Organization's commodity futures or options positions as directed by
          the Exchange; and

     (3)  the authority to appear before and respond to any committee of the
          Exchange on behalf of the Eligible Business Organization.

(b)  An individual member of the Association or a registered partnership or a
     limited liability company consisting of a husband and wife who are members,
     may be a member of the Clearing House provided that they clear trades
     exclusively for their own account.

(c)  No Eligible Business Organization may be a member of the Clearing House for
     the purpose of clearing its own trades exclusively unless one of its
     managerial employees has registered his or her membership for the use of
     the Eligible Business Organization as provided in Rule 230.00.

     The provisions of the foregoing paragraph shall apply to an Eligible
     Business Organization which is solely owned provided that the sole owner is
     a member of the Association and has registered his or her membership for
     the use of the Eligible Business Organization with the approval of the
     Membership Committee under the provisions of Rule 230.00.  In such a case,
     the Eligible Business



                              Ch7 Clearing House
                              ------------------

     Organization may be a member of the Clearing House for the purpose of
     clearing its own trades exclusively.

(d)  An Eligible Business Organization may be a member of the Clearing House and
     clear trades for others if it conducts a substantial and continuing
     business in commodity futures contracts on the Exchange directly with the
     trading public and if two memberships for the use of the Eligible Business
     Organization are registered under the provisions of Rule 230.00.  One of
     the memberships to be registered must be that of the chief executive
     officer of a corporation, the managing partner of a partnership, or the
     managing member of a limited liability company, as applicable.  The second
     membership to be registered must be that of the second ranking managerial
     employee of the Eligible Business Organization.

     The Membership Committee, in its discretion and for good cause shown, may
     allow an Eligible Business Organization to register a membership in the
     name of a managerial employee of the Eligible Business Organization other
     than the second ranking managerial employee in order to satisfy the
     requirements of this paragraph (d) when the second ranking managerial
     employee fails to meet the qualifications of the term managerial employee
     as defined in Rule 230.00.

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

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

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

(h)  For the purpose of Rule 703.00 (c), (f) and (g), the registrant of a
     corporation shall be its chief executive officer or, for good cause shown,
     its principal managerial employee as defined in paragraph (a) above; the
     registrant of a partnership shall be its managing partner or, for good
     cause shown, its principal managerial employee as defined in paragraph (a)
     above; and the registrant of a limited liability company shall be its
     managing member or, for good cause shown, its principal managerial employee
     as defined in paragraph (a) above. (04/01/98)

703.00A   Office Location and Operation - To be eligible for clearing
privileges, an Eligible Business Organization must:

     Maintain its own separate office in Chicago, Illinois, in a location
     satisfactory to the Clearing House and under the direct supervision of the
     clearing member, if an individual, or of a member in good standing having
     full authority to transact business with the Clearing House for and on
     behalf of the clearing member, including entering into Exchange and
     members' contracts, if an Eligible Business Organization; or

     Use a facilities manager that maintains an office in Chicago, Illinois, and
     that is acceptable to the Clearing House.

Provided, however, that the Board of Governors of the Clearing House may permit
individual members, as well as partnerships and limited liability companies
composed only of members, to share office space if they clear only their
personal trades and carry no accounts for customers. 31R (04/01/98)

703.00B   Transition Period for Amended Rule 703.00 - Any eligible business
organization which is not in compliance with the terms of amended Rule 703.00 on
its effective date shall have six (6) months from that date to comply with the
terms of the Rule as amended. (04/01/98)

704.00    Substitution - Where a future delivery contract is cleared through the
Clearing House,



                              Ch7 Clearing House
                              ------------------

the Clearing House shall be deemed substituted as seller to the buyer, and shall
also be deemed substituted as buyer to the seller, and thereupon the Clearing
House shall have all of the rights and be subject to all of the liabilities of
the original parties with respect to such contract. 314 (08/01/94)

705.00    Offsets - Where a member buys and sells the same commodity for the
same delivery, and such contracts are cleared through the Clearing House, the
purchases and sales shall be offset to the extent of their equality, and the
member shall be deemed a buyer from the Clearing House to the extent that his
purchases exceed his sales, or a seller to the Clearing House to the extent that
his sales exceed his purchases. 315 (08/01/94)

705.01    Reporting (Margins) - A bona fide hedger, in financial instruments,
may report positions on a gross basis provided appropriate margins are paid
during the delivery month, on the gross positions reported, as required by
Regulation 431.02. (18) (08/01/94)

705.02    Reporting (Offsets) - A bona fide hedger, in financial instruments,
reporting consistently on a gross basis under Regulation 705.01 shall, during a
delivery month settle gross positions only by offsetting such positions through
trades in the pit. During non-delivery months, and not later than three days
prior to the first day of the delivery month, gross positions may be offset as
provided for in the Rules of the Association. (08/01/94)

706.00    Trades for Customers* - Where a member makes a trade for future
delivery of commodities for a customer (member or non-member) and the trade is
cleared through the Clearing House, the Clearing House becomes the principal who
is liable to the customer and to whom the customer is liable, subject to the
following: (a) the trade shall remain subject to the Charter, By-Laws, and
Resolutions of the Clearing House; (b) the trade may be offset against other
trades of the clearing member as provided in Rule 705.00; (c) if the trade is
not offset and the member being a seller, tenders a delivery notice to the
Clearing House, the member to whom such delivery is assigned, under Rule
1048.00, shall thereupon be substituted as buyer in lieu of the Clearing House;
(d) if the trade is not offset, and the member, being a buyer, is assigned a
delivery under Rule 1048.00, the seller whose delivery is thus assigned shall
thereupon be substituted as seller in lieu of the Clearing House; (e) if the
trade is offset, the Clearing House shall be discharged, and the member himself
shall be substi-tuted for the Clearing House as principal. For the purpose of
this Rule, the first trades made shall be deemed the first trades offset. 316

*See also Board of Trade Clearing Corporation By-Law 515. (08/01/94)



Ch7 Deposits for Security

720.00    Amount Callable - On future delivery contracts, buyers may require
sellers and sellers may require buyers to deposit, as security for faithful
performance, such percentage of the market price of the commodities bought or
sold as shall not be in excess of the standing margin requirements of the
Clearing House. 260 (08/01/94)

721.00    Depositaries - All such deposits shall be made with the Treasurer, or
with a bank approved by the Board. Such bank must have at least one executive
officer who is a member, and must file a bond, approved by the Board,
conditioned to dispose of such deposits according to the Rules. 261 (08/01/94)

722.00    Certificates - The depositary shall issue a certificate of deposit in
duplicate, giving the date and amount of the deposit and the name of the
depositor and the beneficiary. It shall also state that the certificate is
subject to the Rules of the Association. 262 (08/01/94)

723.00    Disposition of Duplicate Certificates - The depositor, within one hour
after the call for the deposit, must deliver the duplicate certificate of
deposit to the Clearing House or to the beneficiary. 263 (08/01/94)

724.00    Existing and Future Exchange Contracts - Unless otherwise provided all
deposits shall constitute security for the performance of all existing or
future Exchange contracts between the parties. 264 (08/01/94)

725.00    Notice of Call - Calls for deposits may be served personally upon the
party called or upon his clerk or representative on Change, or by written notice
left at his place of business. If he has no place of business and cannot be
found, the call may be made by written notice left at the Office of the
Secretary. 265 (08/01/94)

726.00    Failure to Make Deposit - Failure to make deposits for one hour after
demand shall authorize but not obligate the other party to close out the trades
for which security was demanded. If such trades are closed, the delinquent shall
be immediately notified, whereupon any loss upon such trades shall be
immediately payable through the Clearing House. 266 (08/01/94)

727.00    Return of Deposits - Upon performance or closing out of contracts
secured by deposits, or upon the assumption of such contracts by the Clearing
House, such deposits may be withdrawn upon the joint endorsement of depositor
and beneficiary. If they cannot agree as to the disposition of the deposit,
either party may apply to the Chairman of the Arbitration Committee, who shall
appoint a special committee of three arbitrators before whom the dispute shall
be arbitrated. The Committee shall report their findings to the Chairman of the
Arbitration Committee, and thereupon the Chairman of the Arbitration Committee
shall endorse the original or duplicate certificate in accordance therewith.
Such endorsement shall authorize the depositary to pay the deposit as directed.
267 (08/01/94)

728.00    Release of Excessive Deposits - If, by reason of market fluctuations,
any deposit becomes excessive, the excess shall be released, either by the joint
action of the interested parties, or by the Chairman of the Arbitration
Committee, as provided in Rule 727.00. 268 (08/01/94)

729.00    Deposits to Secure Clearing House - The foregoing provisions of this
Chapter shall not apply as between clearing members and the Clearing House.
Deposits to secure the Clearing House shall be pursuant to the By-Laws of the
Clearing House. 269 (08/01/94)




================================================================================
Chapter 9
Definitions
================================================================================
                                                                      
     Ch9 Definitions....................................................
          901.00  Authority.............................................
          902.00  And...................................................
          903.00  Association...........................................
          903.01  Association...........................................
          904.00  Board.................................................
          905.00  Bulletin Board........................................
          906.00  Business Day..........................................
          906.03  Regular Trading Hours ("RTH").........................
          906.04  Trading Day...........................................
          906.05  Trading Session.......................................
          906.06  e-cbot Trading Hours..................................
          907.00  Cash Grain............................................
          908.00  Cash Grain Broker.....................................
          909.00  Chicago District......................................
          910.00  Check Slips...........................................
          911.00  Clearing House........................................
          912.00  Clearing Member.......................................
          913.00  Commission Merchant...................................
          914.00  Commodity.............................................
          915.01  DRT ("Disregard Tape" or "Not Held") Order............
          915.02  All or None Order.....................................
          916.00  Exchange Contracts and Members' Contracts.............
          917.00  Floor Broker..........................................
          918.00  Following Day, or other similar expression............
          919.00  Future Delivery Contract..............................
          920.00  Grain.................................................
          921.00  Grain to Arrive.......................................
          922.00  Holiday...............................................
          923.00  List..................................................
          924.00  Member................................................
          924.01  Membership on Committees..............................
          924.02  Status of GIMs, IDEMs and COMs........................
          925.00  Non-clearing Member...................................
          926.00  Non-member............................................
          927.00  Notice................................................
          928.00  On the Exchange, or on Change.........................
          929.00  Outside Points........................................
          930.00  President.............................................
          931.00  Privilege of the Floor................................
          932.00  Railroad Receipts.....................................
          933.00  Regulations...........................................
          934.00  Rules.................................................
          935.00  Secretary.............................................
          936.00  Security or Securities................................
          937.00  Singular..............................................
          939.00  Spot Grain............................................
          940.00  Stop Order or Stop Loss Order.........................
          941.00  Board Order or Market If Touched Order................
          942.00  Trade.................................................
          943.00  Transaction on Change.................................
          944.00  Treasurer.............................................
          945.00  Chairman of the Board.................................
          946.00  Financial Instrument Contract.........................




                                  Definitions
                                  -----------

                                                                      
          948.00  Volatility Quote......................................
          949.01  e-cbot................................................
          949.02  e-cbot Terminal Operator..............................





================================================================================
Chapter 9
Definitions
================================================================================

Ch9 Definitions

901.00    Authority - Whenever used in these Rules and Regulations, unless the
context otherwise requires, the following words and expressions shall be defined
as follows: 1 (08/01/94)

902.00    And - May be construed as "or," and vice versa when the sense
requires. 2 (08/01/94)

903.00    Association - The Board of Trade of the City of Chicago. 3 (08/01/94)

903.01    Association - The term "Association" as defined in Rule 903.00 shall
include all wholly-owned subsidiaries of the Board of Trade of the City of
Chicago. (08/01/94)

904.00    Board - The Directors, the Chairman of the Board, the Vice Chairman of
the Board and the President. 4 (08/01/94)

905.00    Bulletin Board - The bulletin board in the Exchange Hall where notices
are customarily posted. 5 (08/01/94)

906.00    Business Day - Days when the Association is open for business. 6
(08/01/94)

906.03    Regular Trading Hours ("RTH") - Those hours designated by the Board of
Directors for trading during daytime hours by means of open outcry. (08/01/94)

906.04    Trading Day - (a) For agricultural contracts, each trading day (1)
shall consist of two trading sessions, the e-cbot trading session and the
Regular Daytime open outcry session, and (2) shall begin with the e-cbot trading
session and end with the close of Regular Daytime open outcry session. (b) For
contracts which are traded concurrently on e-cbot and by open outcry, the
trading day (1) shall consist of two trading sessions, the e-cbot trading
session and the Regular Daytime open outcry trading session, and (2) shall begin
with the e-cbot trading session and end with the later of the close of the e-
cbot trading session or the close of the Regular Daytime open outcry session.


Settlement prices will be derived from the close of the Regular Daytime open
outcry session, except in the case of contracts which are traded exclusively on
e-cbot. For contracts traded exclusively on e-cbot, settlement prices will be
derived from the close of the e-cbot trading session. (09/01/00)

906.05    Trading Session - A trading session shall mean either the hours
designated for e-cbot trading or the hours designated for regular daytime
trading. (09/01/00)

906.06    e-cbot Trading Hours - Those hours designated by the Board of
Directors for trading through the e-cbot automated order entry facility for
particular contracts. (09/01/00)

907.00    Cash Grain - Spot grain and grain to arrive. 7 (08/01/94)

908.00    Cash Grain Broker - A member who negotiates purchases or sales of cash
grain for a brokerage. 8 (08/01/94)

909.00    Chicago District - The Chicago District as now or hereafter defined in
the joint railroad tariffs of the railroads entering Chicago. 9 (08/01/94)

910.00    Check Slips - Confirmation of trades between members, as defined in
the By-Laws or Resolutions of the Clearing House. 10 (08/01/94)

911.00    Clearing House - The Board of Trade Clearing Corporation, or such
other corporation or agency as may be authorized to clear trades for members. 11
(08/01/94)

912.00    Clearing Member - A member of the Association who is also a member of
the Clearing House. 12 (08/01/94)

913.00    Commission Merchant - A member who makes a trade, either for another
member or for a non-member, but who makes the trade in his own name and becomes
liable as principal as between himself and the other party to the trade. 13
(08/01/94)



                                  Definitions
                                  -----------

914.00    Commodity - Any commodity which may be dealt in under Rules or
Regulations of the Association. 14 (08/01/94)

915.01    DRT ("Disregard Tape" or "Not Held") Order - An order giving the floor
broker complete discretion over price and time in execution of a trade,
including discretion to execute all, some or none of the order. It is understood
the floor broker accepts such an order solely at the risk of the customer on a
"not held" basis. (02/01/95)

915.02    All-or-None Order - An order to be executed only for its entire
quantity at a single price and with a size at or above a predetermined
threshold. (07/01/00)

916.00    Exchange Contracts and Members' Contracts - All contracts of members
of the Association, or of firms or corporations registered under the Rules and
Regulations, with other members of the Association, or firms or corporations
registered under the Rules and Regulations, for the purchase or sale of
commodities, or for the purchase, sale, borrowing, loaning, or hypothecation of
securities, or for the borrowing, loaning or payment of money, whether occurring
upon the floor of the Exchange or elsewhere, are members' contracts.


Exchange Contracts shall include all Members' Contracts:

(1) Made on the Exchange;

(2) Not made on the Exchange, unless made subject to the rules of another
    Exchange, or unless the parties thereto have expressly agreed that the same
    shall not be Exchange Contracts.

The provisions of the Rules and Regulations of the Association shall be part of
the terms and conditions of all Exchange Contracts and all such contracts shall
be subject to the exercise by the Board, the Standing Committees, and  the
Clearing House of the powers in respect thereto, vested in them by the Rules and
Regulations. And all such contracts shall be subject to all Rules or Regulations
subsequently adopted, where such Rules or Regulations are expressly made
applicable to existing contracts. 16 (08/01/94)

917.00    Floor Broker - A member who makes contracts for the account of other
members. 17 (08/01/94)

918.00    Following Day, or other similar expression - The following business
day. 18 (08/01/94)

919.00    Future Delivery Contract - A contract made on Change for the purchase
or sale of any commodity for delivery in the future pursuant to the Rules and
Regulations. (08/01/94)

920.00    Grain - Wheat, corn, oats, rye, barley, flaxseed, soybeans and grain
sorghum. 20 (08/01/94)

921.00    Grain to Arrive - Grain originating at outside points for shipment to
or shipped to the Chicago District, subject to Chicago Board of Trade weights or
Chicago inspection. 21 (08/01/94)

922.00    Holiday - Any day declared to be a holiday by Regulation or Resolution
adopted by the Board of Directors of this Association. 22 (08/01/94)

923.00    List - The list of securities admitted to dealings on the Exchange. 23
(08/01/94)

924.00    Member - A member of the Association. 24 (08/01/94)

924.01    Membership on Committees - The term "member", as used throughout these
Rules and Regulations for eligibility for membership on Standing or Special
Committees, shall include only those members who hold a Full or Associate
Membership.

Delegates of Full or Associate Memberships who do not hold in their own name a
Full or Associate Membership are eligible to serve as full voting members on any
Standing or Special Committee of the Association, unless otherwise specified in
these Rules and Regulations, except for the following Committees:

Appellate; Arbitration; Business Conduct; Executive; Finance; Financial
Compliance; Floor Broker; Floor Conduct; Floor Governors; Hearing; Strategy;
Membership; Nominating; Regulatory Compliance; Audit; and Human Resources.



                                  Definitions
                                  -----------

The Chairman of the Board, or the Board, may appoint any such delegate to a
Special or Ad Hoc Committee if that delegate has unique and valuable expertise
to offer to that Committee. However, if any such Special or Ad Hoc Committee
shall later be determined to be a Standing Committee, the eligibility of any
such delegate as a full voting member on that Committee shall be referred to the
Regulatory Compliance Committee.

None of the foregoing shall prohibit the Chairman of the Board, or the Board,
from appointing such delegates as non-voting advisors to any committee.
(02/01/99)

924.02    Status of GIMS, IDEMs and COMs - The holders of GIM, IDEM and COM
membership Interests are, and shall deemed to be, "members" of the Board of
Trade of the City of Chicago, Inc. For purpose of the Delaware General
Corporation law, as amended from time to time.

925.00    Non-clearing Member - A member of the Association who does not clear
trades in his own name. 25 (08/01/94)

926.00    Non-member - A non-member of the Association. 26 (08/01/94)

927.00    Notice - A notice in writing served personally upon the person to be
notified, or left at his usual place of business during business hours, or
mailed by registered mail to his residence. 27 (08/01/94)

928.00    On the Exchange, or on Change - In the Exchange Halls or through
Exchange facilities including an approved automated order entry facility during
trading hours on business days. 28 (08/01/94)

929.00    Outside Points - Points outside of the Chicago District. 29 (08/01/94)

930.00    President - The Chief Executive Officer of the Association. 30
(08/01/94)

931.00    Privilege of the Floor - The privilege of coming on the floor of the
Exchange. 31 (08/01/94)

932.00    Railroad Receipts - Bills of lading, or railroad receipts therefor, or
switching receipts. 32 (08/01/94)

933.00    Regulations - The Regulations of the Association adopted by the Board
or a Committee designated pursuant to Rule 132.00 to promulgate regulations. 33
(08/01/94)

934.00    Rules - The Rules of the Association adopted by the membership.

In all such expressions as "under the Rules," "according to the Rules:" or
"subject to the Rules," the word "Rules" shall mean the Charter, Rules, and
Regulations of the Association and all amendments thereto. 34 (08/01/94)

935.00    Secretary - The Secretary of the Association. 35 (08/01/94)

936.00    Security or Securities - Stocks, Bonds, Notes, Certificates of Deposit
or Participation, Trust Receipts, Rights, Warrants, and other similar
instruments. 36 (08/01/94)

937.00    Singular - Shall import the plural, and vice versa, when the sense
requires. 37 (08/01/94)

939.00    Spot Grain - Grain located in the Chicago District subject to sale for
immediate delivery. 39 (08/01/94)

940.00    Stop Order or Stop Loss Order - An order to buy or sell when the
market reaches a specified point. A stop order to buy becomes a market order
when the commodity or security sells (or is bid) at or above the stop price. A
stop order to sell becomes a market order when the commodity or security sells
(or is offered) at or below the stop price. 40 (08/01/94)

941.00    Board Order or Market If Touched Order - An order to buy or sell when
the market reaches a specified point. A board order, or a market if touched
order to buy becomes a market order when the commodity or security sells (or is
offered) at or below the order price. A board order or a market if touched order
to sell becomes a market order when the commodity or security sells (or is bid)
at or above the order price. 40A (08/01/94)

942.00    Trade - Transaction on change executed in the Exchange Halls or
through Exchange facilities including an approved automated order entry
facility. 41 (08/01/94)



                                  Definitions
                                  -----------

943.00    Transaction on Change - Any purchase or sale of any commodity or
security in the Exchange Halls or through Exchange facilities including an
approved automated order entry facility system during trading hours on business
days. 42 (08/01/94)

944.00    Treasurer - The Treasurer of the Association. 43 (08/01/94)

945.00    Chairman of the Board - The presiding officer of the Board of
Directors. 29A (08/01/94)

946.00    Financial Instrument Contract - Financial Instrument Contract means
any contract in respect to Mortgage Backed Certificates Guaranteed by the
Government National Mortgage Association, obligation of the United States or
other public agencies, private commercial paper and any other instrument
evidencing or securing a contribution, loan or borrowing of funds which may be
designated as a Financial Instrument Contract by the Board of Directors.
(08/01/94)

948.00    Volatility Quote - An alternative means of quoting options, or
combinations involving options, by bidding or offering the implied volatility.
Any transactions quoted in volatility terms will be translated into price terms
for clearing purposes by means of a standard options model maintained and
disseminated by the Exchange. (08/01/94)

949.01    e-cbot - e-cbot is a screen-based electronic trading system for
trading futures and options on futures contracts and such other products as
determined by the Board pursuant to Chapter 9B. (09/01/00)

949.02    e-cbot Terminal Operator - An e-cbot terminal operator is a person who
has been identified to the Exchange by an individual member or member firm as
authorized to enter orders through e-cbot. (09/01/00)



================================================================================
Chapter 9B
e-cbot(R)
================================================================================

Ch9B e-cbot(R).............................................................  902
     9B.01    Applicability of Rules.......................................  902
     9B.02    Hours........................................................  902
     9B.03    Products.....................................................  902
     9B.04    Access.......................................................  902
     9B.05    Trading Requirement..........................................  902
     9B.06    e-cbot Terminal Location.....................................  902
     9B.07    e-cbot Terminal Operators....................................  903
     9B.08    Clearing Member Authorization................................  903
     9B.09    e-cbot Opening...............................................  903
     9B.10    e-cbot Orders................................................  904
     9B.11    Order Entry..................................................  904
     9B.12    Spreads/Reversals/Conversion Transactions....................  905
     9B.13    Give-ups.....................................................  905
     9B.14    Bunched Orders...............................................  905
     9B.15    Misuse of e-cbot.............................................  905
     9B.16    Trading Against Customers' Orders Prohibited.................  906
     9B.16A   Trading Against Own Orders Prohibited........................  906
     9B.17    Priority of Execution........................................  906
     9B.18    Disciplinary Prodedures......................................  906
     9B.19    Termination of Access........................................  907
     9B.20    Records of Transactions Effected Through the e-cbot System...  907
     9B.21    e-cbot Limitation of Liability...............................  907
     9B.22    Volatility Quotes............................................  907
     9B.23    e-cbot Customer Information Statement........................  908
     9B.24    e-cbot Foreign Affiliates....................................  908
     9B.25    Cabinet trades...............................................  908

                                      901B


================================================================================
Chapter 9B
e-cbot(R)
================================================================================

9B.01  Applicability of Rules  - The rules and regulations contained in this
Chapter govern those Exchange contracts which are traded through the e-cbot
system. To the extent that the provisions in this Chapter conflict with rules
and regulations in other sections of this Rulebook, this Chapter supersedes such
rules and regulations and governs the manner in which contracts are traded
through the e-cbot system. Otherwise, contracts traded on the e-cbot system are
fully subject to applicable general rules and regulations of the Exchange unless
specifically and expressly excluded therefrom.  (09/01/00)

9B.02  Hours  - The Board of Directors shall expressly determine the hours
during which the e-cbot system shall operate for the trading of each contract or
product; however, any such agricultural contract or product shall be precluded
from trading through the e-cbot system during those hours which are now or in
the future designated for trading that contract or product by means of open
outcry.

On the last day of trading of an expiring future, a system notice will be sent
to all users on the e-cbot system designating the beginning of the one minute
close of the expiring future.  Trading shall be permitted thereafter for a
period not to exceed one minute.

The following additional provisions shall apply with respect to agricultural
contracts and agricultural products:

-   The Board of Directors shall determine e-cbot trading hours only if such
    hours are between 6:00 p.m. and 6:00 a.m. (Chicago time).
-   e-cbot trading hours outside of the 6:00 p.m. to 6:00 a.m. timeframe shall
    be subject to approval by membership ballot vote pursuant to Rule 109.00.
    (09/01/00)

9B.03  Products  - The Board of Directors shall determine the contracts and/or
products which shall be traded through or listed on the e-cbot system, subject
to the following restriction:

       Each existing and prospective agricultural futures and options contract
       shall be restricted from trading through or listed on the e-cbot system
       unless approved by affirmative vote of a majority of votes cast in a vote
       of the membership pursuant to Rule109.00. (09/01/00)

9B.04  Access  - Every member of the Exchange who has registered with the
Exchange, in the manner prescribed by the Exchange, is eligible to effect
transactions through the e-cbot system in such contracts which are designated
for trading by the category of his or her respective membership or membership
interest.  Solely for purposes of this Chapter, the owner or delegate of a Full
or Associate Membership shall be entitled to register under Rule 230.00 for an
eligible business organization admitted to trading at Eurex Deutschland, solely
to conduct non-clearing business on e-cbot.  (09/01/00)

9B.05  Trading Requirement  - Members and terminal operators must complete a
general proficiency course prior to obtaining access to the system.  (09/01/00)

9B.06  e-cbot Terminal Location  - The placement of terminals with access to e-
cbot shall be in accordance with these Rules, and placement of terminals with e-
cbot access in other locations shall be with the approval of the Board.

  (a)  Floor Terminals - Terminals with access to e-cbot shall be located on the
       floor of the Exchange for use by members registered with the Exchange.
       Terminals may also be placed within a member firm's floor booth space for
       use by members and non-member terminal operators who do not maintain an
       associated person registration.

  (b)  Office Terminals - Upon application to the Exchange, a terminal with
       access to e-cbot may be located within the offices of a member or member
       firm. The number of terminals located within the offices of a member
       firm, excluding individual members' terminals, accessing e-cbot at any
       one time shall not exceed the number of memberships registered with the
       Exchange on behalf of the member firm pursuant to Rule 230.00; provided
       that the foregoing limitation shall not apply to a member firm for
       terminals which are located within its offices and which: (1) are
       utilized for the entry of orders on behalf of customers of the member
       firm or (2) are utilized for the entry of orders for the member firm's
       own accounts as that term is used in Regulation 450.02. (09/01/00)

                                      902B


                                   e-cbot(R)

9B.07  e-cbot Terminal Operators  - Each e-cbot terminal operator shall be
identified to the Exchange by the individual member or member firm employing
such terminal operator, in the manner prescribed by the Exchange, and shall be
subject to the rules of the Exchange, including but not limited to the rules of
this Chapter and rules relating to order handling, trade practices and
disciplinary proceedings. It shall be the duty of the member or member firm to
supervise the e-cbot terminal operator's compliance with Exchange rules, and any
violation thereof by such terminal operator may be considered a violation by the
member or member firm. Each member or member firm employing an e-cbot terminal
operator shall notify the Exchange immediately, in the manner prescribed by the
Exchange, whenever the terminal operator's authority to act as such has been
revoked.  Each member firm employing an e-cbot terminal operator must make
appropriate provisions, consistent with the rules of the Exchange, for the entry
of any e-cbot orders in the event that its terminal operator is, or all of its
terminal operators are, unavailable to perform such function.  (09/01/00)


9B.08  Clearing Member Authorization  - Each non-clearing member who enters
transactions through the e-cbot system for contracts which are guaranteed and
cleared by the Clearing House, must obtain authorization from a single clearing
member (the "Primary Clearing Member"). The Primary Clearing Member shall
guarantee and assume financial responsibility for all such contracts traded
through e-cbot by such non-clearing member. A non-clearing member must furnish
the Exchange with written authorization from the Primary Clearing Member
permitting such non-clearing member, without qualification, to submit trades
effected through the e-cbot system through the Primary Clearing Member. The
Primary Clearing Member shall be liable upon all such trades made by the non-
clearing member and shall be a party to all disputes arising from trades between
the authorized non-clearing member and another member or member firm.

A non-clearing member may be authorized to enter transactions through the e-cbot
system by a clearing member other than the member's Primary Clearing Member
pursuant to Rule 333.00, provided written permission has been granted by the
non-clearing member's Primary Clearing Member, and provided further that the
non-clearing member is not authorized to enter transactions through the e-cbot
system by his Primary Clearing Member or any other clearing member.

A clearing member that provides e-cbot trading authorization to a non-clearing
member may, revoke such authorization and such user's access to e-cbot without
prior notice. Written notice of the revocation of clearing authorization shall
be provided to the Exchange, and shall thereby cancel all orders of the non-
clearing member in the e-cbot system. Unless otherwise specified by the non-
clearing member's Primary Clearing Member, a member whose access to e-cbot has
been revoked shall not automatically be denied access to the Floor of the
Exchange during Regular Trading Hours. A non-clearing member whose Primary
Clearing Member has revoked authorization shall be denied access to e-cbot until
another clearing member has designated itself as the non-clearing member's
Primary Clearing Member.

In the case of a member who has been provided an e-cbot authorization from a
clearing member other than his Primary Clearing Member, the Primary Clearing
Member may terminate the member's ability to place orders through the e-cbot
system by notifying the clearing member providing the authorization, who will be
responsible for ensuring that the user is not able to place orders through the
e-cbot system.  (09/01/00)


9B.09  e-cbot Opening   -

  (a)  Prior to the commencement of trading, orders and quotes may be entered
       into the e-cbot system until the time set by the Exchange.

  (b)  Trading begins with the determination of an opening price for each option
       series and each futures contract. The Opening Period consists of the Pre-
       Opening period and the netting process. For the purpose of determining a
       particular opening price, additional orders and quotes may be entered
       until a time established by the Exchange; a preliminary opening price
       will be continuously displayed during this period (the "Pre-Opening
       Period"). Quotes may be individually canceled or amended during the Pre-
       Opening Period, but all quotes for an individual product may not
       collectively be changed, canceled or withdrawn from trading during this
       period. During the subsequent netting process, the greatest possible
       number of

                                      903B


                                   e-cbot(R)

       orders and quotes contained in the system shall be matched for the
       purpose of determining a final opening price of each option series and
       futures contract. The Exchange does not guarantee the execution of any
       order or quote at such opening price.

       The Opening Period with respect to a product shall end as soon as the
       netting process has been completed for all option series and/or all
       futures contracts based on such product.

       If no market orders exist for any option series or futures contract and
       matching between limit orders or limit orders and quotes is not possible,
       the Opening Period shall end without the determination of an opening
       price.

  (c)  Options contracts will not open until the underlying futures contract has
       opened. (09/01/00)

9B.10  e-cbot Orders  -  An e-cbot order may contain one of the following
designations:

  (a)  Day Open - an order which, by its terms, will be cancelled, if not
       executed, at the conclusion of the trading day.

  (b)  Good-Till-Cancelled ("GTC") Open - an order which, by its terms, will be
       eligible for execution for the current and all subsequent e-cbot trade
       sessions until executed or cancelled.

  (c)  Stop orders to buy or sell futures contracts that specify a price and are
       designated as "stop orders" at the time of entry. If the price specified
       in a stop order (the trigger price) is reached or exceeded, the stop
       order will be converted into a market order pursuant to an automatic
       selection process in the chronological order of their entry. These orders
       will then be executed in the order of the times of their conversions to
       market orders along with any other incoming market orders, in accordance
       with the general principles for matching of market orders for futures
       contracts. Stop orders will be entered into a separate order book.

  (d)  Market orders - an order to buy or sell a stated quantity at the best
       price obtainable.

  (e)  Fill-or-kill - an order which, by its terms, is cancelled if it is not
       filled in full immediately.

  (f)  Limit order to buy or sell - an order to buy or sell a stated quantity at
       a specified price, or at a better price, if obtainable. (09/01/00)


9B.11  Order Entry  - (a) Individual members are eligible to enter into the e-
cbot system such orders as their membership category permits.

(b)  An individual member or a non-member terminal operator who is registered as
a floor broker or associated person may (1) enter orders on behalf of customers
of a clearing member or (2) supervise the entry of orders with the prior
approval of the clearing member responsible to clear such orders.

(c)  Customer orders must be (1) entered from a terminal located on the floor,
in a main office or in a branch office registered with the Exchange pursuant to
Rule 475.00, or (2) received from an automated order entry system at a server
located at a main office or branch office registered with the Exchange.

(d)  However, if an individual member does not maintain an associated person or
floor broker registration, but is employed in the office or branch office of a
member firm, the member may enter customer orders subject to the same
restrictions that apply to a non-member employee except that a member may enter
his own orders.

(e)  Member firms are eligible to enter into the e-cbot system such proprietary
and customer orders as their membership registration permits.

(f)  Non-member employees of a member firm who do not maintain an associated
person or floor broker registration with the Commodity Futures Trading
Commission or comparable registration under applicable law may:

(1)  Enter customer orders only on a non-discretionary basis;

(2)  Enter orders for the member firm's account from e-cbot terminals located on
     the trading floor only on a non-discretionary basis;

(3)  Enter orders for the proprietary account of the member firm or its wholly-
     owned affiliate from e-cbot

                                      904B


                                   e-cbot(R)

     terminals located off of the trading floor on a discretionary or non-
     discretionary basis. However, such individuals may enter proprietary orders
     on a discretionary basis only if they trade solely for such proprietary
     accounts, and do not enter or handle customer orders; and

(4)  Not be compensated on a commission or per contract basis for customer
     orders.

(g)  Non-member employees of a member firm who are registered as associated
persons or floor brokers may enter customer orders and orders for the
proprietary account of the member firm or its wholly-owned affiliate on a
discretionary or non-discretionary basis.

(h)  Non-member employees of a member or member firm shall not have any interest
whatsoever in an account which contains positions in contracts or products
traded through e-cbot.

(i)  A non-member employee of an individual member or member firm may enter
orders for customers of an individual or entity other than his/her employer
solely for purposes of disaster recovery.

(j)  A non-member terminal operator registered as an associated person or floor
broker is prohibited from entering orders into terminals located on the Floor.

(k)  It shall be the duty of each member or terminal operator entering orders
into the e-cbot System to: (1) sign onto the e-cbot System before entering
orders by inputting the e-cbot user identification and (2) input for each order,
the price, quantity, commodity, contract month, CTI code and account
designation, and, for options, the strike price, "put" or "call," expiration
month, and whether the order initiates or closes a position.

With respect to orders received by a member or terminal operator which are
capable of being immediately entered into the e-cbot system no record other than
that set forth above need be made. However, if a member or terminal operator
receives an order which cannot be immediately entered into the e-cbot system,
the member or terminal operator must prepare a written order and include the
account designation, date, time of receipt and other required information. The
order must be entered into the e-cbot system when it becomes executable.
(09/01/00)

9B.12  Spreads/Reversals/Conversion Transactions- (See 352.01) and (See 352.01A)
(09/01/00)

9B.13  Give-ups  - Give-ups shall be handled in accordance with Regulation
444.01.  (09/01/00)

9B.14  Bunched Orders  - Bunched orders for discretionary accounts may be
entered through e-cbot. Such orders may be entered by using a series designation
rather than including each of the individual account numbers on the order. The
series designation may only be used when a written, pre-determined allocation
scheme that defines the series has been provided to the futures commission
merchant accepting the order prior to the time that such order is given. If such
information has not been provided to the futures commission merchant prior to
the time of order entry, each account number must be entered into e-cbot.
Bunched orders for non-discretionary accounts may be entered through e-cbot only
in the following instances:

   A.  The orders underlying the bunched order are either stop orders or
       stop/limit orders;

   B.  Each stop order or stop/limit order underlying the bunched order must be
       reduced to writing in accordance with Regulation 465.01;

   C.  Each order underlying the bunched order must reflect the same stop price
       in instances of a stop order or the same stop price and limit price in
       instances of a stop/limit order;

   D.  Each terminal operator must provide a bunched order indicator when
       entering a bunched order; and

   E.  Allocation of the executed bunched order must be based only on time of
       receipt of the underlying orders.

The Exchange shall make available to clearing members, at regular intervals,
notifications that bunched orders have been executed through e-cbot. Each
clearing member shall be responsible for providing to the Exchange the account
allocation for bunched orders entered through its terminals and those terminals
that it guarantees for others. Each clearing member that is required to provide
account allocations to the Exchange must do so within the time limit specified
by the Exchange.  (09/01/00)

9B.15  Misuse of e-cbot  - Misuse of the e-cbot system is strictly prohibited.
It shall be deemed an act detrimental to the interest and welfare of the
Exchange either willfully or negligently to engage in

                                      905B


unauthorized access to e-cbot, to assist in any individual's obtaining
unauthorized access to an e-cbot terminal, to trade on the e-cbot system without
the authorization of a clearing member, to alter the equipment associated with
the system, to interfere with the operation of the system, to use or configure a
component of the system in a manner which does not conform to the Technical
Regulations set forth at Appendix 9B, to intercept or interfere with information
provided on or through the system, or in any way to use the system in a manner
contrary to the rules of the Exchange. (09/01/00)


9B.16  Trading Against Customers' Orders Prohibited  '- (a) During an e-cbot
trading session, a member or e-cbot terminal operator shall not knowingly cause
to be entered, or enter into a transaction in which the member or e-cbot
terminal operator (or any other person or entity with whom the member or e-cbot
terminal operator has a relationship) assumes the opposite side of any order
entered on behalf of a customer.

A limit order to buy and a limit order to sell and/or quotes relating to the
same contract, if they are immediately executable against each other, and if
they are for different account owners, may be entered consecutively by a member
or e-cbot terminal operator subject to paragraph (b) below.

(b)  Cross Trades or Trades Based on Pre-Execution Discussions:

Members or employees of member firms may communicate with potential
counterparties regarding interest in executing a particular transaction prior to
the entry of an order on the a/c/e platform pursuant to an understanding based
on pre-execution discussions (a pre-arranged trade) if:

  (1)  the elapsed time between the two entries is:

       (A)  at least 15 seconds in the case of options contracts, and
       (B)  at least 5 seconds in the case of futures contracts; and

  (2)  prior to entering the order, the member or e-cbot terminal operator
       enters a cross-request into the e-cbot system.

       If a member or e-cbot terminal operator issues a cross-request (including
       the intended quantity), orders or quotes giving rise to the cross-trade
       must be entered within the following time parameters or the cross-request
       will expire:

       -  in the case of options, no less than 15 seconds but no more than 75
          seconds after entry of the cross-request,

       -  in the case of futures contracts, no less than 5 seconds but no more
          than 35 seconds after the entry of the cross-request.

Pre-execution discussions within the same firm are prohibited.  A member or
employee of a member firm who receives an order cannot contact proprietary
traders or other customers within that firm or its affiliates to negotiate
interest in taking the other side of an order.

Violation of this provision shall constitute an act detrimental to the interest
and welfare of the Exchange. (03/01/01)

9B.16A Trading Against Own Orders Prohibited - During an e-cbot trading session,
a member shall not knowingly cause to be entered, or enter into, a transaction
in which the member assumes the opposite side of an order entered on behalf of
the member's own account. (09/01/00)

9B.17  Priority of Execution  - Orders received by a member or e-cbot terminal
operator shall be entered into the e-cbot system in the order received. Orders
that cannot be immediately entered into e-cbot must be entered when the orders
become executable in the sequence in which the orders were received.  (09/01/00)

9B.18  Disciplinary Procedures  - All suspensions, expulsions and other
restrictions imposed upon a member by the Exchange pursuant to disciplinary
procedures contained in Chapters 2 and 5 of the

                                      906B


                                   e-cbot(R)

Exchange's rules shall restrict with equal force and effect access to and use of
the e-cbot system by such member. (09/01/00)

9B.19  Termination of Access  - The Exchange shall have the right summarily to
terminate access to e-cbot in accordance with Regulation 201.02, Rule 270.00,
Regulation 270.01, Rule 278.00, Rule 521.00 and Regulation 540.06.  (09/01/00)

9B.20  Records of Transactions Effected Through the e-cbot System  - All written
orders and any other original records pertaining to transactions effected
through the e-cbot system must be retained for five years. Otherwise, the data
contained in the e-cbot system shall be deemed the original record of the
transaction. The President or his designee may require immediate proof of
compliance with this provision. Violation of this provision may constitute an
act detrimental to the interest and welfare of the Exchange.  (09/01/00)

9B.21  e-cbot Limitation of Liability  - Except in instances where there has
been a finding of willful or wanton misconduct, in which case the party found to
have engaged in such conduct cannot avail itself of the protections in this
provision, neither the Exchange (including its subsidiaries and affiliates), the
Clearing House, Ceres Trading Limited Partnership, Ceres Alliance L.L.C.,
CBOT/Eurex Alliance L.L.C., Eurex Zurich AG, Eurex Frankfurt AG, Deutsche Borse
AG, the Swiss Stock Exchange, Deutsche Borse Systems AG, members, clearing
members, or other persons acting as agents nor any of their officers, directors
or employees, shall be liable for any loss, damage or cost (including attorney's
fees and court costs), whether direct, indirect, special, incidental,
consequential, lost profits or otherwise of any kind, regardless of whether any
of them has been advised or is otherwise aware of the possibility of such
damages, arising out of the use or performance of the e-cbot system, any
component(s) thereof, or any fault, failure, malfunction or other alleged defect
in the e-cbot system, including any inability to enter or cancel orders in the
e-cbot system, or any fault in delivery, delay, omission, suspension, inaccuracy
or termination, or any other cause in connection with the furnishing,
performance, maintenance, use of or inability to use all or any part of the e-
cbot system, including but not limited to, any failure or delay in transmission
of orders or loss of orders resulting from malfunction of the e-cbot system,
disruption of common carrier lines, loss of power, acts or failures to act of
any third party, natural disasters or any and all other causes.

The foregoing shall apply regardless of whether a claim arises in contract,
tort, negligence, strict liability or otherwise.  The foregoing limitations are
cumulative and shall not limit or restrict the applicability of any other
limitation or any rule, regulation or bylaw of the Exchange or the Clearing
House.  The foregoing shall include and apply to any action or inaction of any
employee or agent of the Electronic Trading Systems Control Center.  The
foregoing shall not limit the liability of any  member, clearing member, or
other person acting as agent or any of their respective officers, directors or
employees for any act, incident, or occurrence within their control.

There are no express or implied warranties or representations provided by the
Exchange (including its subsidiaries and affiliates), the Clearing House, Ceres
Trading Limited Partnership, Ceres Alliance L.L.C., CBOT/Eurex Alliance L.L.C.,
Eurex Zurich AG, Eurex Frankfurt AG, Deutsche Borse AG, the Swiss Stock
Exchange, Deutsche Borse Systems AG, members, clearing members, or their agents,
relating to the e-cbot system or any Exchange services or facilities used to
support the e-cbot system, including, but not limited to, warranties of
merchantability and warranties of fitness for a particular purpose or use.

If any of the foregoing limits on the liability of the Exchange (including its
subsidiaries and affiliates), the Clearing House, Ceres Trading Limited
Partnership, Ceres Alliance L.L.C., CBOT/Eurex Alliance L.L.C., Eurex Zurich AG,
Eurex Frankfurt AG, Deutsche Borse AG, the Swiss Stock Exchange, Deutsche Borse
Systems AG, members, clearing members or other persons acting as agents or any
of their officers, directors or employees should be deemed to be invalid,
ineffective, or unenforceable and a third party sustains a loss, damage or cost
(including attorney's fees and court costs) resulting from use of the e-cbot
system, the entire liability of the Exchange (including its subsidiaries and
affiliates), the Clearing House, Ceres Trading Limited Partnership, Ceres
Alliance L.L.C., CBOT/Eurex Alliance L.L.C., Eurex Zurich AG, Eurex Frankfurt
AG, Deutsche Borse AG, the Swiss Stock Exchange, Deutsche Borse Systems AG,
members, clearing members and their agents or any of their officers, directors
or employees shall not exceed the brokerage commissions and any other charges
actually paid by the third party for services in connection with the e-cbot
trading system.

Notwithstanding any of the foregoing provisions, this provision shall in no way
limit the applicability of any provision of the Commodity Exchange Act, as
amended, and Regulations thereunder.  (09/01/00)

9B.22  Volatility Quotes  - Any options contract and/or combination (i.e., a
transaction including both

                                      907B


                                   e-cbot(R)

options and futures contracts), which has been approved for trading through e-
cbot in accordance with Rule 9B.03, may at the discretion of the Board of
Directors trade by means of quoting the implied volatility for the underlying
futures contract, in addition to and simultaneous with trading the actual
premium price of the option. Upon execution of a transaction in an option or
combination quoted in terms of implied volatility, the quote shall be assigned a
price in accordance with a standard option pricing model approved by the Board.

Implied volatility quotations for options and combinations, whether quoted in
terms of implied volatility or price, shall be deemed an Exchange market
quotation subject to the approval and control of the Exchange.  (09/01/00)

9B.23  e-cbot Customer Information Statement  - No member or clearing member
shall accept an order from, or on behalf of, a customer for entry into e-cbot,
unless such customer is first provided with an e-cbot Customer Information
Statement in a form approved by the Exchange.  (09/01/00)

9B.24  e-cbot Foreign Affiliates  - e-cbot access, which a member firm is
eligible to receive, may be obtained from the foreign office of a non-member
foreign affiliate for the entry of such proprietary and customer orders as the
member firm's registration permits, provided: the member firm and its non-member
foreign affiliate shall comply with all the terms and conditions set forth in
Commodity Futures Trading Commission Interpretive Letter 92-11, as modified by
Interpretive Letter 93-83 and any future modifications; that the member firm
shall supervise and be responsible for the non-member foreign affiliate and
guarantee and assume financial responsibilities for each such transaction
effected through e-cbot; and, that each Rule and Regulation of the Exchange
shall apply with equal force and effect to the foreign affiliate and those
transactions entered into e-cbot by the non-member foreign affiliate.

An e-cbot "Foreign Affiliate" shall be defined as a foreign affiliate entity of
a member firm or an entity which is controlled by a parent entity which also
controls the member firm.  (09/01/00)


9B.25  Cabinet trades  - Notwithstanding any other provision of these rules,
cabinet trades shall not be permitted in futures options contracts on e-cbot.
(09/01/00)

                                      908B


================================================================================
Chapter 10
Grains
================================================================================

    Ch10 Trading Conditions................................................ 1003
      1004.00   Unit of Trading............................................ 1003
      1005.01A  Months Traded In........................................... 1003
      1006.00   Price Basis................................................ 1003
      1006.01   Price Basis................................................ 1003
      1007.00   Hours for Trading.......................................... 1003
      1007.01   The Opening and Closing of Oats Trading.................... 1004
      1007.02   Modified Closing Call...................................... 1004
      1008.01   Trading Limits............................................. 1005
      1008.01A  Trading Limits............................................. 1007
      1008.02   Trading Limit Corrections.................................. 1007
      1009.01   Last Day of Trading of Delivery Month...................... 1007
      1009.02   Last Day of Trading of Delivery
                Month-Corn and Soybeans.................................... 1007
      1010.01   Margins on Futures......................................... 1008
      1012.01   Position Limits............................................ 1008

    Ch10 Delivery Procedures............................................... 1009
      1035.00   Scope of Chapter........................................... 1009
      1036.00   Grade Differentials........................................ 1009
      1036.00A  Test Weight Designation for Oats........................... 1010
      1036.00C  Soybean Differentials...................................... 1010
      1036.01   Location Differentials..................................... 1010
      1038.00   Grades..................................................... 1011
      1038.01   United States Origin Only.................................. 1011
      1038.02   Deoxynivalenol (Vomitoxin) Limit in Wheat.................. 1011
      1041.00   Delivery Points............................................ 1011
      1041.01   Burns Harbor, Indiana Switching District................... 1011
      1042.00   Delivery of Commodities by Warehouse Receipts.............. 1011
      1042.01   Registration of Grain Warehouse Receipts................... 1012
      1043.01   Delivery of Corn and Soybeans by Shipping Certificates..... 1012
      1043.02   Registration of Corn and Soybean Shipping Certificates..... 1012
      1044.01   Certificate Format......................................... 1013
      1045.01   Lost or Destroyed Negotiable Warehouse Receipts Shipping
                Certificate................................................ 1013
      1046.00   Date of Delivery........................................... 1014
      1046.00A  Location for Buying or Selling Delivery Instruments........ 1014
      1047.01   Delivery Notices........................................... 1014
      1048.01   Method of Delivery......................................... 1014
      1049.00   Time of Delivery, Payment, Form of Delivery Notice......... 1014
      1049.01   Time of Issuance of Delivery Notice........................ 1014
      1049.01B  Interpretation: Sellers' Obligation for Storage Charges.... 1015
      1049.02   Buyers' Report of Eligibility to Receive Delivery.......... 1015
      1049.03   Sellers' Invoices to Buyers................................ 1015
      1049.04   Transfer Obligations....................................... 1016
      1050.00   Duties of Members.......................................... 1016
      1051.01   Office Deliveries Prohibited............................... 1016
      1052.00   Delivery of Grain in Cars (Chicago only)................... 1016
      1052.00A  Track Deliveries........................................... 1017
      1052.00B  Track Deliveries........................................... 1017
      1052.00C  Track Deliveries........................................... 1017
      1054.00   Failure to Accept Delivery................................. 1017




                                      1001


      1054.00A  Failure to Accept Delivery................................. 1018
      1056.01   Storage Rates for Wheat and Oats and Premium Charges for
                Corn and Soybeans.......................................... 1018

    Ch10 Regularity of Warehouses.......................................... 1019
      1081.01   Regularity of Warehouses and Issuers of Shipping
                Certificates............................................... 1019
      1081.01A  Inspection................................................. 1031
      1081.01B  Billing When Grain is Loaded Out........................... 1031
      1081.01C  Car of Specified Capacity.................................. 1031
      1082.00   Insurance.................................................. 1031
      1082.00A  Insurance.................................................. 1031
      1083.00   Variation Allowed.......................................... 1031
      1083.01   Excess or Deficiency in Quantity........................... 1031
      1084.01   Revocation, Expiration or Withdrawal of Regularity......... 1032
      1085.01   Application for Declaration of Regularity.................. 1032
      1086.01   Federal Warehouses......................................... 1033


                                      1002


================================================================================
Chapter 10
Grains
================================================================================

Ch10 Trading Conditions

1004.00  Unit of Trading - On future delivery contracts calling for the
delivery of commodities, delivery shall be made in the following quantities or
multiples thereof:

Wheat, corn, oats and soybeans-5,000 bushels

Other commodities - Units of trading established by these Rules and Regulations

Each delivery of grain may be made up of various lots of grain of the various
authorized grades situated in or for shipment from various eligible warehouses
or shipping stations, provided that no lot delivered shall contain less than
5,000 bushels of any one grade in any one warehouse or shipping station. 290
(03/01/00)

1005.01A  Months Traded In - Trading in wheat is regularly conducted in five
different months - March, May, July, September and December but shall be
permitted in the current delivery month plus any succeeding months. The number
of months to be open at one time shall be at the discretion of the Exchange.

Trading in corn and oats is regularly conducted in seven different months-
January, March, May, July, September, November, and December but shall be
permitted in the current delivery month plus any succeeding months.  The number
of months to be open at one time shall be at the discretion of the Exchange.

Trading in soybeans is regularly conducted in seven different months - January,
March, May, July, August, September and November but shall be permitted in the
current delivery month plus any succeeding months. The number of months to be
open at one time shall be at the discretion of the Exchange.

Trading in Crude Soybean Oil and Soybean Meal is regularly conducted in eight
different months - January, March, May, July, August, September, October and
December but shall be permitted in the current delivery month plus any
succeeding months. The number of months to be open at any one time shall be at
the discretion of the Exchange. 30R  (11/01/99)

1006.00  Price Basis - Future delivery contracts on grain shall be in
multiples as set by the Board by Regulation.  (09/01/94)

1006.01  Price Basis -

A.  Soybeans. The minimum fluctuation shall be 1/4 cent, including spreads.

B.  Corn. The minimum fluctuation shall be 1/4 cent, including spreads.

C.  Wheat. The minimum fluctuation shall be 1/4 cent, including spreads.

D.  Oats. The minimum fluctuation shall be 1/4 cent, including spreads.

Settlements are to be calculated to the nearest 1/4 cent. 1972  (09/01/94)

1007.00  Hours for Trading - Hours for trading for future delivery in grains,
crude soybean oil and soybean meal shall be from 9:30 a.m. to 1:15 p.m. except
that on the last day of trading in an expiring future the hours with respect to
such futures shall be from 9:30 a.m. to 12 o'clock noon, subject to the
provisions of the next succeeding paragraph of this Rule 1007.00.

On the last day of trading in an expiring future, a bell shall be rung at 12
o'clock noon designating the beginning of the close of the expiring future.
Trading shall be permitted thereafter for a period not to exceed one minute and
quotations made during this time shall constitute the close.  The above time
constraints do not apply to options contracts which close by public call.

The hours may be shortened or the Exchange may be closed on any day or days
pursuant to



                                      1003


                            Ch10 Trading Conditions
                            -----------------------

Regulation adopted by the Board.

Hours for trading for future delivery in other commodities shall be fixed by
Regulation adopted by the Board.

No such trading shall take place except in the Exchange Hall or on Exchange
facilities including an approved automated order entry facility during such
hours as the Board shall designate. The Association shall conform to Chicago
time. 252  (04/01/97)

1007.01  The Opening and Closing of Oats Trading - Trading for future
delivery in Oats shall be opened and closed with a public call made month by
month, conducted by such persons as the Regulatory Compliance Committee shall
direct. 1975  (08/01/96)

1007.02  Modified Closing Call - Immediately following the prescribed closing
procedure for all contracts, there shall be a two (2) minute trading period (the
"modified closing call"). All trades which may occur during regularly prescribed
trading hours may occur during the call at prices within the lesser of the
actual closing range or a range of three (3) official trading increments, i.e.,
one (1) increment above and below the settlement price; at prices within the
lesser of the actual closing range or a range of five (5) official trading
increments, i.e., two (2) increments above and below the settlement price; or at
prices within the lesser of the actual closing range or a range of nine (9)
official trading increments, i.e., four (4) increments above and below the
settlement price, as the Regulatory Compliance Committee shall prescribe; (ii)
no new customer orders may be entered into the call; (iii) cancellations may be
entered into the call; (iv) stop, limit and other resting orders elected by
prices during the close may be executed during the call; (v) individual members
may trade as a principal and/or agent during the call; (vi) individual members
may enter orders for their own accounts into the call; and (vii) member firms,
and those entities which are wholly-owned by member firms or that wholly-own
member firms, trading for such firms' or entities' own proprietary accounts may
initiate trades or enter orders into the call. The proposed settlement price
shall be the midpoint of the closing range unless extenuating circumstances
exist under which the pit committee can justify setting the proposed settlement
price at a price different from the midpoint.  If the proposed settlement price
differs from the midpoint of the closing range, then the pit committees are
required to document the basis for the deviation.  Such documentation must be
signed by two members of the pit committee.

In accordance with the determination of the Regulatory Compliance Committee,
CBOT contracts shall be traded during the Modified Closing Call as follows:

--------------------------------------------------------------------------------
 Lesser of actual closing                    Lesser of actual closing
 range or three trading increments           range or nine trading increments
--------------------------------------------------------------------------------
 Kilo Gold Futures                           Corn Futures and Options
--------------------------------------------------------------------------------
 100 Ounce Gold Futures                      Wheat Futures and Options
--------------------------------------------------------------------------------
 Silver 1000 Ounce Futures and Options       Soybean Futures and Options
--------------------------------------------------------------------------------
 Silver 5000 Ounce Futures                   Soybean Oil Futures and Options
--------------------------------------------------------------------------------
 U.S. Treasury Bond Futures and Options      Soybean Meal Futures and Options
--------------------------------------------------------------------------------
 Five Year Note Futures and Options          Oat Futures and Options
--------------------------------------------------------------------------------
 Two Year Note Futures                       Rough Rice Futures and Options
--------------------------------------------------------------------------------
 Municipal Bond Index Futures and Options
--------------------------------------------------------------------------------
 Thirty Day Fed Fund Futures                 CBOT Dow Jones Industrial,
                                             Transportation, Utility and
                                             Composite Average/SM/ Index Futures
                                             and Options
--------------------------------------------------------------------------------

                                      1004


                            Ch10 Trading Conditions
                            -----------------------

--------------------------------------------------------------------------------
                                            Lesser of actual closing range or
                                            five trading increments
--------------------------------------------------------------------------------
                                            Ten Year Note Futures and Options
                                            Long Term Agency Note Futures and
                                            Options Medium Term Agency Note
                                            Futures and Options
                                            Mortgage Futures and Options
--------------------------------------------------------------------------------
                                                                      (06/01/01)

1008.01  Trading Limits                                          -
A.   Limits. Trading is prohibited during any Trading Day (as defined in
     Regulation 906.04) in futures contracts of commodities traded on this
     Exchange at a price or yield higher or lower than either:

     1.   The settlement price or yield for such commodity on the previous
          business day, or

     2.   The average of the opening range or the first trade during the first
          day of trading in a futures contract, or

     3.   The price or yield established by the Exchange in an inactive future,
          plus or minus the following sums with respect to such commodities:

--------------------------------------------------------------------------------
Corn                                        $.20 per bushel - $1,000
--------------------------------------------------------------------------------
Kilo Gold                                   $75 per unit of trading - $2,411.25
--------------------------------------------------------------------------------
100 Ounce Gold                              $75 per unit of trading - $7,500
--------------------------------------------------------------------------------
Oats                                        $.20 per bushel - $1,000
--------------------------------------------------------------------------------
Rough Rice                                  $.50 per hundredweight - $1,000
--------------------------------------------------------------------------------
1000 Ounce Silver                           $1.50 per unit of trading - $1,500
--------------------------------------------------------------------------------
5000 Ounce Silver                           $1.50 per unit of trading - $7,500
--------------------------------------------------------------------------------
Soybeans                                    $.50 per bushel - $2,500
--------------------------------------------------------------------------------
Soybean Meal                                $20 per unit of trading - $2,000
--------------------------------------------------------------------------------
Soybean Oil (Crude)                         $.02 per unit of trading - $1,200
--------------------------------------------------------------------------------
Wheat                                       $.30 per bushel - $1,500
--------------------------------------------------------------------------------


B.   Current Month Exclusions.  Limits shall not apply to trading in current
     month contracts on and after the second business day prior to the first day
     of the current month.

     Notwithstanding the foregoing, limits shall remain in effect for purposes
     of trading agricultural contracts on e-cbot.

     The provisions of Paragraph B do not apply to CBOT(R) Dow JonesSM Index
     futures, which will be governed solely by Paragraph D.



C.   Limit Bid; Limit Sellers Definitions.  The terms "close on the limit bid"
     or "close on the limit sellers" are defined as follows:

     Limit Bid. Restricted to a situation in which the market closes at an
     upward price limit on an unfilled bid. When a close is reported as a range
     of different prices, the last price quoted must be limit bid.

     Limit Sellers. Restricted to a situation in which the market closes at a
     downward price limit on an unfilled offer. When a close is reported as a
     range of different prices, the last price quoted must be a limit ask.


D.   Daily Price Limits and Trading Halts for CBOT Dow Jones Industrial,
     Transportation, Utilities and Composite AverageSM Index Futures.  Daily
     price limits and trading halts of the CBOT Dow Jones Industrial AverageSM
     Index, CBOT Dow Jones Transportation Average/SM/ Index, CBOT Dow Jones
     Utilities AverageSM Index, and CBOT Dow Jones Composite Averagesm Index
     Futures contracts shall be coordinated with trading halts of the underlying
     stocks listed for trading in the primary securities market.



                                      1005


                            Ch10 Trading Conditions
                            -----------------------

     For purposes of this regulation, the primary futures contract shall be
     defined as the futures contract trading in the lead month configuration in
     the pit, or for those contracts only listed electronically, on the
     electronic trading system (ETS), and the Executive Committee or its
     designee shall have the responsibility of determining whether the primary
     futures contract is limit bid or offered.

     For the first day of trading in a newly listed contract, there will be an
     implied previous business day's settlement price, created by the Exchange
     for the sole purpose of establishing price limits.  The implied settlement
     price will be created by extrapolating the annualized percentage carry
     between the two contract months immediately prior to the newly listed
     contract.

     Price Limits:  There shall be three successive price limits for each index,
     Level 1, Level 2, and Level 3, below the settlement price of the preceding
     regular trading session.  Levels 1, 2, and 3 shall be calculated at the
     beginning of each calendar quarter, using the average daily closing value
     of each index for the calendar month prior to the beginning of the quarter.
     Level 1 shall be 10% of such average closing value calculation; Level 2
     shall be 20% of such average closing value calculation; Level 3 shall be
     30% of such average closing value calculation.  For the Dow Jones
     Industrial Averagesm,  each Level shall be rounded to the nearest fifty
     points.  For the Dow Jones Transportation Averagesm and the Dow Jones
     Composite Averagesm, each Level shall be rounded to the nearest ten points.
     For the Dow Jones Utilities Averagesm, each Level shall be rounded to the
     nearest point.  The values of Levels 1, 2 and 3 shall remain in effect
     until the next calculation.

     Price Limits and Trading Halts When the U.S. Primary Securities Market is
     Open for Regular Trading Hours:  The following price limits and trading
     halts shall apply when the primary securities market in the United States
     underlying the DJIAsm is open for regular trading hours.

     (a)  Level 1:

     Except as provided below, the Level 1 price limit shall be in effect until
     a trading halt has been declared in the primary securities market, trading
     in the primary securities market has resumed, and fifty percent (50%) of
     the stocks underlying the DJIA/SM/ Index (selected according to
     capitalization weights) have reopened.  The Level 2 price limit shall apply
     to such reopening.

     Until 1:00 p.m. Chicago time (2:00 p.m. Eastern time), the trading halt
     shall be a one-hour trading halt.  Between 1:00 p.m. and 1:30 p.m. Chicago
     time (2:00 p.m. and 2:30 p.m. Eastern time), the trading halt shall be a
     one-half hour trading halt.

     The Level 1 price limit shall not apply after 1:30 p.m. Chicago time (2:30
     p.m. Eastern time).  If the futures contract is limit offered at the Level
     1 price limit and a trading halt has not been declared in the primary
     securities market, the Level 1 price limit shall be lifted and the Level 2
     price limit shall apply thereafter.

     (b)  Level 2:

     Except as provided below, the Level 2 price limit shall be in effect until
     a trading halt has been declared in the primary securities market, trading
     in the primary securities market has resumed, and fifty percent (50%) of
     the stocks underlying the DJIASM Index (selected according to
     capitalization weights) have reopened.  The Level 3 price limit shall apply
     to such reopening.

     Until 12:00 noon Chicago time (1:00 p.m. Eastern time), the trading halt
     shall be a two-hour trading halt.  Between 12:00 noon and 1:00 p.m. Chicago
     time (1:00 p.m. and 2:00 p.m. Eastern time), the trading halt shall be a
     one-hour trading halt.  After 1:00 p.m. Chicago time (2:00 p.m. Eastern
     time), the trading halt declared in the primary securities market will
     remain in place for the rest of the primary securities market trading day.

     (c)  Level 3:

     The Level 3 price limit shall be in effect during the entire regular
     daytime trading session.

     Trading Halts:  If the primary futures contract for the DJIA/sm/ is limit
     offered at either the Level 1 or Level 2 price limit as described above and
     there is a trading halt declared in the primary securities market, trading
     shall be halted for all Dow Jones/sm/ Index futures contracts that have
     reached their respective price limits.  In the event that trading in the
     primary securities market resumes after a trading halt, trading in each of
     the Dow Jones/SM/ Index futures contracts (that have halted) shall resume
     only after fifty percent (50%) of the stocks underlying the DJIA/SM/ Index
     (selected according to capitalization weights) have reopened.  The next
     applicable price limit enumerated


                                      1006


                            Ch10 Trading Conditions
                            -----------------------

     above shall apply to the reopening indexes and to those indexes that had
     not reached their previous respective price limits during the period of the
     halt.


     If after 1:00 p.m. Chicago time (2:00 p.m. Eastern time), the primary
     futures contract for the DJIAsm is limit offered at the Level 2 price
     limit, or if the primary futures contract for the DJIAsm is limit offered
     at the Level 3 price limit at any time during the trading day, and the
     primary securities market declares a trading halt for the rest of its
     trading day, the Exchange will also declare a trading halt for the rest of
     its trading day for all Dow Jonessm Index futures contracts that have
     reached their respective price limits.

     If the primary futures contract for the DJIAsm trades at the Level 1, 2, or
     3 price limits described above during that portion of the e-cbot trading
     session when the primary securities market is open for regular trading
     hours, trading will be halted for all Dow Jonessm futures contracts that
     have reached their respective price limits.  In the event that e-cbot
     trades occur through the price limits described above, any such trades may
     be busted with the approval of the Exchange.

     Price Limits When the U.S. Primary Securities Market is Not Open for
     Regular Trading Hours:  When the primary securities market is not open for
     regular trading hours, there shall be a price limit of 10% of the average
     daily closing value of each index for the calendar month prior to the
     beginning of the quarter.  The value of this limit shall remain in effect
     until the next calculation.  This price limit shall apply above or below
     the previous trading day's settlement price.  (07/01/01)

1008.01A  Trading Limits - The Crude Soybean Oil and Soybean Meal Committee
has been asked to interpret the following sentence:

"These provisions (trading limits) shall not apply to trading in the current
month on or after the first notice day thereof."

The question that arises is whether this means the first business day of the
delivery month or the first notice day of the contract which would be the last
business day of the previous month.

The Committee is of the opinion that it is the intention of the Regulations that
the meaning of the sentence includes the first notice day which is the last
business day of the month preceding the delivery month. 36R  (09/01/94)

1008.02  Trading Limit Corrections - Daily trading limits determined pursuant
to Regulation 1008.01A (1) may be corrected as specified in this regulation only
in cases where the applicable settlement price is related to an erroneous
closing price quotation.

Such a correction may be made:

-  only to the level which would have been specified had the error not occurred;
   and

-  only if the error is identified prior to the next day's opening of trading.

Such a correction may be adopted by approvals of the relevant Pit Committee
Chairman, or the Pit Committee Vice Chairman in the absence of the Pit Committee
Chairman, and the Chairman or Vice Chairman of the Regulatory Compliance
Committee within 15 minutes after the closing of the applicable futures contract
or within 30 minutes after the closing of the applicable futures option
contract. Thereafter, such a correction may be adopted by approval of the
Regulatory Compliance Committee.

No such correction may be made after the next day's opening of trading.
(09/01/94)

1009.01  Last Day of Trading of Delivery Month  -  Wheat and Oats - No trades
in wheat or oat futures deliverable in the current month shall be made after the
business day preceding the 15th calendar day of that month.  Any contracts
remaining open after the last day of trading must be either:

(a)      Settled by delivery no later than the seventh business day following
         the last trading day.

(b)      Liquidated by means for a bona fide exchange of futures for the actual
         cash commodity, no later than the sixth business day following the last
         trading day. (03/01/00)

1009.02  Last Day of Trading of Delivery Month-Corn and Soybeans   - No trades
in corn and



                                      1007


                            Ch10 Trading Conditions
                            -----------------------

soybean futures deliverable in the current month shall be made after the
business day preceding the 15th calendar day of that month. Any contracts
remaining open after the last day of trading must be either:

(a)      Settled by delivery no later than the second business day following the
         last trading day (tender on business day prior to delivery).

(b)      Liquidated by means of a bona fide exchange of futures for the actual
         cash commodity, no later than the business day following the last
         trading day. 1832a (03/01/00)

1010.01  Margins on Futures - (See 431.03)  (09/01/94)

1012.01  Position Limits - (See 425.01)  (09/01/94)






                                      1008


Ch10 Delivery Procedures

1035.00  Scope of Chapter - Commodities bought or sold for future delivery under
Exchange contracts shall be delivered and accepted in accordance with the
provisions of this Chapter. Any Regulation or Ruling which is inconsistent with
the requirements or procedures set forth in this Chapter 10 is hereby superseded
by the Chapter to the extent of such inconsistency. 280 (09/01/94)

1036.00  Grade Differentials - Unless otherwise specified, contracts for the
sale of wheat, corn, soybeans and oats shall be deemed to call for "contract"
wheat, corn, soybeans and oats respectively. Upon such contracts, sellers, at
their option, may deliver all or part of the following grades at the following
price differentials, provided that lots of grain of any one grade must conform
to the minimum lot requirements of Rule 1004.00:

                           WHEAT GRADE DIFFERENTIALS
--------------------------------------------------------------------------------
     At 3c Premium                             At Contract Price
--------------------------------------------------------------------------------
 No. 1 Soft Red Winter                     No. 2 Soft Red Winter
--------------------------------------------------------------------------------
 No. 1 Hard Red Winter                     No. 2 Hard Red Winter
--------------------------------------------------------------------------------
 No. 1 Dark Northern Spring                No. 2 Dark Northern Spring
--------------------------------------------------------------------------------
 No. 1 Northern Spring                     No. 2 Northern Spring
--------------------------------------------------------------------------------

Wheat which contains moisture in excess of 13.5% is not deliverable.


                              CORN DIFFERENTIALS
--------------------------------------------------------------------------------
No. 1 Yellow Corn (maximum 15% moisture)          at 1 1/2 cents per bushel over
                                                  contract price.
--------------------------------------------------------------------------------
No. 2 Yellow Corn (maximum 15% moisture)          at contract price.
--------------------------------------------------------------------------------
No. 3 Yellow Corn (maximum 15% moisture)          at 1 1/2 cents per bushel
                                                  under contract price.
--------------------------------------------------------------------------------



                          SOYBEAN GRADE DIFFERENTIALS
--------------------------------------------------------------------------------
U.S. No. 1 Yellow Soybeans (maximum 13% moisture)     at 6 cents per bushel over
                                                      contract price.
--------------------------------------------------------------------------------
U.S. No. 2 Yellow Soybeans (maximum 14% moisture)     at contract price.
--------------------------------------------------------------------------------
*U.S. No. 3 Yellow Soybeans (maximum 14% moisture)    at 6 cents per bushel
                                                      under contract price.
--------------------------------------------------------------------------------

*   All factors equal to U.S. No. 2 grade or better (including test weight;
    splits; heat damage; brown, black and/or bicolored soybeans in yellow
    soybeans) except foreign material (maximum 3%).


                           OATS GRADE DIFFERENTIALS
--------------------------------------------------------------------------------
 No. 1 Extra Heavy Oats                     At 7 cents per bushel over contract
                                            price.
--------------------------------------------------------------------------------
 No. 2 Extra Heavy Oats                     At 4 cents per bushel over contract
                                            price.
--------------------------------------------------------------------------------
 No. 1 Heavy Oats                           At 3 cents per bushel over contract
                                            price.
--------------------------------------------------------------------------------
 No. 2 Heavy Oats                           At contract price.
--------------------------------------------------------------------------------
 No. 1 Oats                                 At contract price.
--------------------------------------------------------------------------------





                                      1009


                           Ch10 Delivery Procedures
                           ------------------------

--------------------------------------------------------------------------------
 No. 2 Oats (36 Ib. minimum test weight)        At 3 cents per bushel under
                                                contract price.
--------------------------------------------------------------------------------
 No. 2 Oats (34 Ib. minimum test weight)        At 6 cents per bushel under
                                                contract price.
--------------------------------------------------------------------------------


Bright Oats shall carry no additional premium or discount.  Oats with more than
14% moisture are not deliverable.  (03/01/00)

1036.00A  Test Weight Designation for Oats - The Rules Committee has
determined that, in the future, warehouse receipts of No. 2 Oats should carry
the test weight designation on the face of the receipt. In connection with
warehouse receipts currently outstanding which do not contain any such
designation, it was determined that unless the designation "36 Ib. minimum test
weight" appears on the face of the receipt, that the grade is considered to be
34 Ib. minimum test weight (6 cents per bushel under contract price). In
consideration of any holder of outstanding Oat receipts that for some reason are
"36 Ib. minimum test weight" and the receipt fails to reflect such, the holder
can contact the Registrar's Office for updating the receipt.  (09/01/94)

1036.00C  Soybean Differentials - The Board has determined that in accordance
with Rule 1036.00, No. 1 Yellow Soybeans which contain moisture in excess of 13%
but not more than 14% are deliverable at par.  (09/01/94)

1036.01   Location Differentials - Unless otherwise specified, contracts for
the sale of wheat, corn, soybeans and oats shall be deemed to call for
"contract" wheat, corn, soybeans and oats respectively.  Upon such contracts,
sellers, at their option, may deliver all or part at the following locations at
the following price differentials, subject to the differentials for grade
outlined in Rule 1036.00, provided that lots of grain of any one grade must
conform to the minimum lot requirements of Rule 1004.00:

                         WHEAT LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00C, wheat in regular warehouses
located within the Chicago Switching District, the Burns Harbor, Indiana
Switching District or the Toledo, Ohio Switching District may be delivered in
satisfaction of Wheat futures contracts at contract price, subject to the
differentials for class and grade outlined above. Only No. 1 Soft Red Winter and
No. 2 Soft Red Winter Wheat in regular warehouses located within the St. Louis-
East St. Louis and Alton Switching districts may be delivered in satisfaction of
Wheat futures contracts at a premium of 10 cents per bushel over contract price,
subject to the differentials for class and grade outlined above.

                          CORN LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00A, corn for shipment from
regular warehouses located within the Chicago Switching District or the Burns
Harbor, Indiana Switching District may be delivered in satisfaction of Corn
futures contracts at contract price, subject to the differentials for class and
grade outlined above.  Corn in regular warehouses located within the Toledo,
Ohio Switching District may be delivered in satisfaction of Corn futures
contracts at a discount of 3c per bushel under contract price, subject to the
differentials for class and grade outlined above.  Corn in regular warehouses
located within the St. Louis-East St. Louis and Alton switching districts may be
delivered in satisfaction of Corn futures contracts at a premium of 7 cents per
bushel over contract price, subject to the differentials for class and grade
outlined above.

See Regulation 10C36.01-Location Differentials for March 2000 and subsequent
Corn futures contracts.

                         SOYBEAN LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00D, soybeans for shipment from
regular warehouses located within the Chicago Switching District or the Burns
Harbor, Indiana Switching District may be delivered in satisfaction of Soybean
futures contracts at contract price, subject to the differentials for class and
grade outlined above.  Soybeans in regular warehouses located within the Toledo,
Ohio Switching District may be delivered in satisfaction of Soybean futures
contracts at a discount of 8c per bushel under contract price, subject to the
differentials for class and grade outlined above.  Soybeans in regular
warehouses located within the St. Louis-East St. Louis and Alton switching
districts may be delivered in satisfaction of Soybean futures contracts at a
premium of 8 cents per bushel over contract price, subject to the differentials
for class and grade outlined above.

                                     1010


                           Ch10 Delivery Procedures
                           ------------------------

See Regulation 10S36.01-Location Differentials for January 2000 and subsequent
Soybean futures contracts.

                          OATS LOCATION DIFFERENTIALS

In accordance with the provisions of Rule 1041.00B, oats in regular warehouses
located within the Chicago Switching District, [or] the Burns Harbor, Indiana
Switching District, [may be delivered in satisfaction of Oats futures contracts
at contract price, subject to the differentials for grade outlined above.  Oats
in regular warehouses located within] the Minneapolis, Minnesota Switching
District, or the St. Paul, Minnesota Switching District[s] may be delivered in
satisfaction of Oats futures contracts at [a discount of 7 1/2c per bushel
under] contract price, subject to the differentials for class and grade outlined
above.

Additions underlined, deletions bracketed for July 2000 and subsequent Oat
months.  (03/01/00)

1038.00  Grades - A contract for the sale of commodities for future delivery
shall be performed on the basis of the grades officially promulgated by the
Secretary of Agriculture as conforming to United States Standards at the time of
making the contract. If no such United States grades shall have been officially
promulgated, then such contract shall be performed on the basis of the grades
established by the Department of Agriculture of the State of Illinois, or the
standards established by the Rules and Regulations of the Association in force
at the time of making the contract. 293  (09/01/94)

1038.01  United States Origin Only   - Effective September 1, 1992, a futures
contract for the sale of corn, soybeans or wheat shall be performed on the basis
of United States origin only upon written request by a taker of delivery at the
time loading orders are submitted.  (09/01/94)

1038.02  Deoxynivalenol (Vomitoxin) Limit in Wheat - Effective September 1,
1999, a taker of delivery of wheat shall have the option to request in writing
load-out of wheat which contains no more than 5 (five) parts per million of
deoxynivalenol (vomitoxin).  At the taker's expense, a determination of the
level of vomitoxin shall be made at the point of load-out by the Federal Grain
Inspection Service or by a third party inspection service which is mutually
agreeable to the maker and taker of delivery.  (12/01/98)

1041.00  Delivery Points -

A.   Corn. Corn in regular warehouses located with the Chicago Switching
     District, the Burns Harbor, Indiana Switching District, the Toledo, Ohio
     Switching District or the St. Louis-East St. Louis and Alton Switching
     Districts may be delivered in satisfaction of corn futures contracts.

     See Rule 10C41.00-Delivery Points for March 2000 and subsequent Corn
     futures contracts.

B.   Oats. Oats in regular warehouses located within the Chicago Switching
     District, the Burns Harbor, Indiana Switching District or the Minneapolis,
     Minnesota or St. Paul, Minnesota Switching Districts may be delivered in
     satisfaction of oats futures contracts.

C.   Wheat. Wheat in regular warehouses located within the Chicago Switching
     District, the Burns Harbor, Indiana Switching District or the Toledo, Ohio
     Switching District may be delivered in satisfaction of wheat futures
     contracts. Only No. 1 Soft Red Winter and No. 2 Soft Red Winter Wheat in
     regular warehouses located within the St. Louis-East St. Louis and Alton
     Switching Districts may be delivered in satisfaction of Wheat futures.

D.   Soybeans. Soybeans in regular warehouses located within the Chicago
     Switching District, the Burns Harbor, Indiana Switching District, the
     Toledo, Ohio Switching District or the St. Louis-East St. Louis Alton
     Switching Districts may be delivered in satisfaction of soybean futures
     contracts.

     See Rule 10S41.00-Delivery Points for January 2000 and subsequent Soybean
     futures contracts.  (03/01/00)

1041.01  Burns Harbor, Indiana Switching District - When used in these Rules
and Regulations, the Burns Harbor, Indiana Switching District will be that area
geographically defined by the boundaries of Burns Waterway Harbor at Burns
Harbor, Indiana which is owned and operated by the Indiana Port Commission.
(09/01/94)

1042.00  Delivery of Commodities by Warehouse Receipts - Except as otherwise
provided,



                                     1011


                           Ch10 Delivery Procedures
                           ------------------------

delivery of commodities shall be made by the delivery of registered warehouse
receipts issued by warehousemen against stocks in warehouses which have been
declared regular by the Regulatory Compliance Committee. The Regulatory
Compliance Committee by Regulation may prescribe the conditions upon which
warehouses and warehousemen may become regular except that in the case of
federally licensed warehouses and warehousemen, the Regulatory Compliance
Committee may impose only such reasonable requirements as to location,
accessibility and suitability as may be imposed on other regular warehouses and
warehousemen.

The Regulatory Compliance Committee by Regulation may prescribe conditions not
inconsistent with the provisions of this Chapter upon which warehouse receipts
issued by regular warehouses shall be deliverable. 281  (02/01/99)

1042.01  Registration of Grain Warehouse Receipts - In order to be valid for
delivery against futures contracts, grain warehouse receipts must be registered
with the official Registrar appointed by the Board and in accordance with the
requirements issued by the Registrar.  Except in the case of delivery on the
last delivery day of a delivery month, in which case the warehouse receipt must
be registered before 1:00 p.m. on the last delivery day of the delivery month,
the grain warehouse receipt must be registered before 4:00 p.m. on notice day,
the business day prior to the day of delivery. If notice day is the last
business day of a week, grain warehouse receipts must be registered before 3:00
p.m. on that day.  (03/01/00)


1043.01  Delivery of Corn and Soybeans by Shipping Certificates - Deliveries of
Corn and Soybeans shall be made by delivery of Shipping Certificates issued by
Shippers designated by the Exchange as regular to issue Shipping Certificates
for Corn and Soybeans using the electronic fields which the Board of Trade
Clearing Corporation requires to be completed. In order to effect a valid
delivery each Shipping certificate must be endorsed by the holder making the
delivery, and transfer as specified above constitutes endorsement. Such
endorsement shall constitute a warranty of the genuineness of the Certificate
and of good title thereto, but shall not constitute a guaranty, by an endorser,
of performance by the issuer of the Certificate. Such endorsement shall also
constitute a representation that all premium charges have been paid on the
commodity covered by the certificate, in accordance with Regulation C1056.01 or
Regulation S1056.01, as applicable. (05/01/01)

1043.02  Registration of Corn and Soybean Shipping Certificates - Corn and
Soybean Shipping Certificates in order to be eligible for delivery must be
registered with the Official Registrar and in accordance with the requirements
issued by the Registrar. Registration of Corn and Soybean Shipping Certificates
shall also be subject to the following requirements:

(a)  Shippers who are regular for delivery may register certificates at any
     time.  The holder of a registered certificate may cancel its registration
     at any time.  A certificate which has been canceled may not be registered
     again.

(b)  No notice of intention to deliver a certificate shall be tendered to the
     Clearing House unless said certificate is registered and in possession of
     the Clearing House member tendering the notice or unless a shipping
     certificate is registered and outstanding.

(c)  When a notice of intention to deliver a certificate has been tendered to
     the Clearing House, said certificate shall be considered to be
     "outstanding" until its registration is canceled. The member issuing such
     notice shall transmit to the Registrar, at the same time the notice is
     tendered to the Clearing House, the certificate number and the name of the
     registered shipper. Such certificate shall remain outstanding until either
     its registration is declared or the issuing shipper declares the
     certificate is not outstanding. From this information and his own records
     of registration and of cancellations of outstanding certificates, the
     Registrar shall maintain a current record of the number of certificates
     that are outstanding and shall be responsible for posting this record on
     the Exchange Floor.

(d)  When a registered shipper regains control of an outstanding certificate
     calling for shipment from one of his shipping stations, which in any manner
     relieves him of the obligation to ship corn or soybeans upon demand of a
     party other than himself, the shipper shall by noon of the next business
     day either cancel the registration of said certificate or declare that said
     certificate is not outstanding but is to remain registered by transmitting
     to the Registrar the certificate number and the name and location of the
     shipping plant, except in the case where a notice of intention to redeliver
     said certificate for the shipper has been tendered to the Clearing House by
     4:00 p.m. of the day that the shipper regained control of said certificate.

(e)  The Registrar shall not divulge any information concerning the
     registration, delivery or cancellation of certificates other than the
     record posted on the Exchange Floor, except that he shall issue a



                                     1012


                           Ch10 Delivery Procedures
                           ------------------------

     weekly report showing the total number of certificates outstanding as of
     4:00 P.M. on the last trading day of each week. In addition to the
     information posted on the Exchange Floor, this weekly report will show the
     names of shippers whose certificates are outstanding and the location of
     the shipping stations involved. (06/01/01)

1044.01  Certificate Format - The electronic fields which the Board of Trade
Clearing Corporation requires to be completed shall indicate the registration
number and date, shipping station, commodity, quantity, grade and class, and
premium charge.

The electronic shipping certificate obligates the shipper, for value received
and receipt of the certificate properly endorsed, and subject to a lien for
payment of premium charges, to deliver the specified quantity of the relevant
commodity conforming to the standards of the Exchange, and to ship the commodity
in accordance with orders of the lawful owner of the certificate and in
accordance with the Rules and Regulations of the Exchange. Delivery shall be by
water or rail conveyance according to the registered loading capability of the
shipper.

Delivery of the electronic shipping certificate to the issuer by the owner of
the certificate, for the purpose of shipment of the commodity, is conditioned
upon loading of the commodity in accordance with the Rules and Regulations of
the Exchange, and a lien is claimed until all loadings are complete and proper
shipping documents presented accompanying demand draft for freight and premium
charges due which the owner of the certificate agrees to honor upon
presentation. (05/01/01)

1045.01  Lost or Destroyed Negotiable Warehouse Receipts Shipping Certificate

(a)  Unless a federal or state law prescribes different procedures to be
     followed in the case of lost or destroyed warehouse receipts or shipping
     certificates, the following procedures shall be followed. A replacement
     receipt/certificate may be issued upon compliance with the conditions set
     forth in paragraph (b) of this Regulation.  Such replacement
     receipt/certificate must be issued upon the same terms, must be subject to
     the same conditions, and must bear on its face the number and the date of
     the receipt/certificate in lieu of which it is issued.  It must also
     contain a plain and conspicuous statement that it is a replacement
     receipt/certificate issued in lieu of a lost or destroyed
     receipt/certificate.

(b)  Before issuing such replacement receipt/certificate, the
     warehouseman/shipper may require the person requesting the
     receipt/certificate to make and file with the warehouseman/shipper: (1) an
     affidavit stating that the requestor is the lawful owner of the original
     receipt/certificate, that the requestor has not negotiated, sold, assigned
     or encumbered it, how the original receipt/certificate was lost or
     destroyed, and if lost, that diligent effort has been made to find the
     receipt/certificate without success, and (2) a bond in an amount double the
     value, at the time the bond is given, of the commodity represented by the
     lost or destroyed receipt/certificate.

     Such bond shall indemnify the warehouseman/shipper against any loss
     sustained by reason of the issuance of such replacement
     receipt/certificate. The bond shall have as surety thereon a surety company
     which is authorized to do business, and is subject to service of process in
     a suit on the bond, in the state in which the warehouse/shipping station,
     as named on the warehouse receipt/certificate, is located, or at least two
     individuals who are residents of such state, and each of whom owns real
     property in that state having a value, in excess of all exemptions and
     encumbrances, equal to the amount of the bond.

     In the alternative, upon the approval of the U.S. Department of Agriculture
     where applicable, or otherwise upon the approval of the Exchange, a
     warehouseman/shipper may issue a replacement receipt/certificate upon the
     execution of an agreement by the requestor to indemnify the
     warehouseman/shipper against any loss sustained by reason of the issuance
     of



                                     1013


                           Ch10 Delivery Procedures
                           ------------------------

     such replacement receipt/certificate, in a form acceptable to the
     warehouseman/shipper. (04/01/00)

1046.00  Date of Delivery - Where any commodity is sold for delivery in a
specified month, delivery of such commodity may be made by the seller upon such
business day of the specified month as the seller may select and, if not
previously delivered, delivery must be made upon the last business day of the
specified month; provided, however, that the Exchange may, by Regulation
pertaining to a particular commodity, prescribe specific days or dates within
such specified month on which delivery of such commodity may or may not be made.
284  (09/01/94)

1046.00A Location for Buying or Selling Delivery Instruments - In order to
facilitate liquidation of outstanding contracts during the final seven business
days of a delivery month (Regulation 1009.03) floor brokers, locals and clearing
or non-clearing members who need warehouse receipts or shipping certificates in
order to make delivery or who anticipate receiving warehouse receipts or
shipping certificates on delivery and wish to dispose of them may meet at 2:00
p.m. on the last day of trading in an expiring future at the cash grain table
between the corn and soybean pits to make arrangements for the acquisition or
disposition of such receipts or certificates.

All actual deliveries against outstanding futures positions must, in any event,
be made by sellers through the Clearing House and will be received by buyers
through the Clearing House. 34R  (09/01/94)

1047.01  Delivery Notices - A seller obligated or desiring to make delivery of
a commodity shall issue and deliver to the Clearing House a delivery notice
containing the name and business address of the issuer; the date of issue; the
date of delivery; the name of the commodity; the total contracted quantity in
satisfaction of which the delivery is being tendered and such other information
as the Regulatory Compliance Committee shall direct in regard to any particular
commodity.

A delivery notice shall be furnished to the Clearing House in computer readable
form. The Clearing House, acting as agent for the seller, shall provide the
notice to the buyer.

The seller or its agent shall reduce the notice to written form and retain a
copy of the notice for the period of time required by the Commodity Futures
Commission.

Upon determining the buyers obligated to accept deliveries tendered by issuers
of delivery notices, the Clearing House shall promptly furnish to each issuer
the names of the buyers obligated to accept delivery from him for each commodity
for which a notice was tendered and shall also inform the issuer of the number
of contracts for which each buyer is obligated. Failure of the seller to object
to such assignment by 7:00 a.m. on intention day shall establish an irrebuttable
presumption that the issuance of the delivery notice was authorized by the
person in whose name the notice was issued.  (09/01/94)

1048.01  Method of Delivery - Delivery notices must be delivered to the
Clearing House which shall assign the deliveries to clearing members (buyers)
having contracts to take delivery of the same amounts of the same commodities.
The Clearing House shall notify such clearing members of the deliveries which
have been assigned to them and shall furnish to issuers of delivery notices the
names of clearing members obligated to accept their deliveries. Clearing Members
receiving delivery notices shall assign delivery to the oldest open contracts on
their books at the close of business on the previous day (position day). 286
(09/01/94)

1049.00  Time of Delivery, Payment, Form of Delivery Notice - The requirements
of the form of delivery notice, time of delivery, and payment shall be fixed by
the Regulatory Compliance Committee. 287  (09/01/94)

1049.01  Time of Issuance of Delivery Notice - Unless a different time is
prescribed by Regulation pertaining to a particular commodity, delivery notices
must be delivered to the Clearing House by 4:00 p.m., or by such other time
designated by the Board of Directors, on position day except that, on the last
notice day of the delivery month, delivery notices may be delivered to the
Clearing House until 2:00 p.m., or by such other time designated by the Board of
Directors, on intention day. The Clearing House shall, on the same day, assign
the deliveries to eligible buyers as provided in Regulation 1048.01 and shall
issue to each such buyer a delivery assignment notice describing the delivery
which has been assigned to him.  (12/01/99)



                                     1014


                           Ch10 Delivery Procedures
                           ------------------------

1049.01B  Interpretation: Sellers' Obligation for Storage Charges - The
Directors have issued the following interpretation of Rule 1042.00, Rule
1041.00, and Regulation 1049.01 in connection with the time the responsibility
for storage charges changes from seller to buyer.

The responsibility for storage charges shall remain the obligation of the seller
until such time as the warehouse receipts or weight certificates are presented
to the buyer and payment is made therefore in conformity with the Regulations
concerning payment.  (09/01/94)

1049.02   Buyers' Report of Eligibility to Receive Delivery - Prior to 8:00
p.m., or by such other time designated by the Board of Directors, of each day on
which delivery notices may be delivered to the Clearing House, each clearing
member shall report to the Clearing House, at such times and in such manner as
shall be prescribed by the Clearing House, the amounts of its purchases of the
various commodities then eligible for delivery which remain open on its books in
accordance with law and with the Rules and Regulations of the Association. Such
reports shall show the dates on which such purchases were made, and shall
exclude purchases to which the clearing member has applied deliveries assigned
to it but which remain open on its books pending receipt of delivery. With
respect to omnibus accounts, the reports described above shall show the dates on
which such purchases were made, as reflected on the ultimate customers' account
statements. (12/01/99)

1049.03  Sellers' Invoices to Buyers - Upon receipt of the names of the buyers
obligated to accept delivery from him and a description of each commodity
tendered by him which was assigned by the Clearing House to each such buyer, the
seller shall prepare invoices addressed to its assigned buyers describing the
documents to be delivered to each such buyer and, in the case of deliveries
under Rule 1041.00, the information required in said Rule. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House for
that purpose adjusted for applicable premiums, discounts, storage charges,
premium charges, premium for FOB conveyance, quantity variations and other items
for which provision is made in these Rules and Regulations relating to
contracts, and shall be in the form set forth hereunder unless a different form
is prescribed by Regulation  pertaining to a particular commodity. Such invoices
shall be delivered to the Clearing House by 2:00 p.m. for corn and soybeans via
the Clearing House's on-line system or 4:00 p.m. for other commodities, or by
such other time designated by the Board of Directors, on the day of intention
except on the last notice day in the delivery month when a skeleton notice has
been delivered to the Clearing House, in which case invoices for said delivery
may be delivered to the Clearing House until 10:00 a.m. on the last delivery day
of the delivery month. Upon receipt of such invoices, the Clearing House shall
promptly make them available to buyers to whom they are addressed, by placing
them in buyers' mail boxes provided for that purpose in the Clearing House,
except that invoices for corn and soybeans shall be made available to buyers via
the Clearing House's on-line system.

Financial instruments futures contracts will follow the invoicing procedure that
is prescribed in the respective contract's invoicing regulation. Delivery
invoicing forms for financial instruments futures contracts shall be restricted
to that form which the Board of Trade Clearing Corporation specifically
provides.

                               DELIVERY INVOICE
                                   Office Of

                                                                      No._______
      __________________________________________________________________________
      __________________________________________________________________________

      For delivery on___________________________________________________________
                                                (Date)
      against C. H. Assignment Notice No._______________________________________

      To________________________________________________________________________
                                   (Buyer's code number and name)
      For the delivery of_______________________________________________________
                                 (Net quantity, per list total below)
      of________________________________________________________________________
                                     (Grade, class, commodity)
      In, ordered to, or to be shipped from_____________________________________
                                         (Warehouse, delivery or shipping point)

      As evidenced by the documents listed below:
      At the established delivery price of _______ per ______            $______
      Premium or discount on grade                                        ______
      Storage and insurance, or premium, for a total of ____ days         ______
      Other charges or credits                                            ______
      TOTAL AMOUNT DUE-THIS INVOICE                                      $______


                                     1015


                           Ch10 Delivery Procedures
                           ------------------------




Whse.Receipt or                              Prem-Disc.                                    Other charges or
certificate                                  on Grade      Adjustment for Stge-lns-Prem.   credits
---------------------------------------------------------------------------------------------------------------
                                                                                                    Amount &
Date             Number     Net Quantity     Rate  Amount  Pd.thru   Days   Rate  Amount   Dr Cr.   Description
---------------------------------------------------------------------------------------------------------------
                                                                  




---------------------------------------------------------------------------------------------------------------
      1638  (05/01/01)


1049.04  Transfer Obligations - Payment is to be made in same day funds 1) by a
check drawn on and certified by a Chicago bank or 2) by a Cashier's check issued
by a Chicago bank. The long clearing member may effect payment by wire transfer
only if this method of payment is acceptable to the short clearing member.
Unless a different time is prescribed by Regulation pertaining to a particular
commodity, buyers obligated to accept delivery must take delivery and make
payment and sellers obligated to make delivery must make delivery before 1:00
p.m. of the day of delivery, except on banking holidays when delivery must be
taken or made and payment made before 9:30 a.m. the next banking business day.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
according with its By-Laws and Resolutions. 1639 (05/01/97)

1050.00  Duties of Members - Members shall deliver warehouse receipts, bills of
lading, shipping certificates or demand certificates tendered for delivery
pursuant to the Rules and Regulations of the Association and in accordance with
the assignment thereof to eligible buyers by the Clearing House, and shall make
no other disposition thereof. A member who alters or makes a false endorsement
on a notice of assignment of delivery issued by the Clearing House under Rule
1048.00, for the purpose of avoiding acceptance of the delivery specified,
therein, should be deemed guilty of an act detrimental to the Welfare of the
Association. 288 (09/01/94)

1051.01  Office Deliveries Prohibited - No office deliveries of warehouse
receipts or shipping certificates may be made by members of the Clearing
Corporation. Where a commission house as a member of the Clearing Corporation
has an interest both long and short for customers on its own books, it must
tender to the Clearing Corporation such notices of intention to deliver as it
receives from its customers who are short. 1870 (03/01/00)

1052.00  Delivery of Grain in Cars (Chicago only) - Regular deliveries of
contract grades of grain on contracts for future delivery may be made in cars on
track during the last three business days in the delivery month subject to the
following:

(a)  Cars must be within the Chicago District, in a railroad yard where samples
     are taken by an official grain inspection agency approved by the U.S.D.A.

(b)  Cars must be consigned or ordered to a regular warehouse.

(c)  Delivery shall not be complete until the grain is unloaded and warehouse
     receipts or weight certificates are issued therefor unless the buyer elects
     otherwise. During this time, title to the grain remains in the seller, the
     purchase price is not payable, and the seller remains liable for any change
     in grade. The buyer, however, may elect and order the cars unloaded at any
     other place where they will be weighed provided the buyer makes payment in
     advance. In making such election and paying in advance the buyer assumes
     title and all responsibility for any change in grade occuring after the
     original inspection as provided in subsection (d) of this Rule and for any
     and all charges occasioned by such election of the buyer.

(d)  Grain delivered in cars on track in settlement of futures contracts must be
     inspected during the last four delivery days of the delivery month by an
     official grain inspection agency approved by the U.S.D.A. In the event
     another grade determination is made subsequent to date of tender and the
     original grade is changed, the delivery will not be disqualified as a
     result thereof. Price adjustment will be made between the buyer and the
     seller at the prevailing fair market difference based on the cost of
     replacement. In the event of a dispute, the Chairman of the Regulatory
     Compliance Committee will appoint an impartial committee of three to fix a
     fair and proper differential.

                                     1016


                           Ch10 Delivery Procedures
                           ------------------------

(e)  Deliveries of grain in cars shall be made by the tender of delivery notices
     based on the shippers' certificates of weight (if attached thereto) or
     railroad weights, or, in the absence of such weights, the marked capacity
     of the cars.

(f)  Where there is an excess or deficit upon delivery, such excess or deficit
     shall be settled for on the basis of the market price at the time when such
     excess or deficit becomes known to both parties; provided that the buyer,
     if he so elects, may cancel the contract as to any deficit.

(g)  On all grain tendered under this Rule, the party making the original tender
     shall keep on file and deliver on request, at tenderer's option, the
     samples of the official grain inspection agency.

(h)  Delivery of wheat, corn, oats or soybeans in cars shall be for quantities
     of 5,000 bushels or multiples thereof. 283 (03/01/00)

1052.00A  Track Deliveries -

1.   Under subparagraph (d) of Rule 1052.00 when notices of intention to deliver
     are issued on the day prior to the three days during which regular
     deliveries may be made in carlots, the requirement that the delivery notice
     be accompanied by certificate showing approval by the Illinois State Grain
     Inspection Department for storage must be attached to the delivery notice
     will be satisfied if that certificate is furnished the next day.

2.   During the last three delivery days of the month split notices of delivery
     may be tendered, that is to say, part of the notice may cover grain in
     store and part of the notice may cover grain in cars on track. 14R
     (03/01/00)

1052.00B  Track Deliveries - The matter of the origin of grain which may be
delivered in satisfaction of futures contracts under Rule 1052.00 (Delivery of
Grain in Cars), was brought before the Directors. After a discussion upon motion
duly made, seconded, and unanimously carried, it was

Resolved, only grain arriving in cars from points outside of the Chicago
Switching District and which has not previously been unloaded at a warehouse in
the Chicago Switching District may be delivered in satisfaction of futures
contracts under Rule 1052.00; and

Further Resolved, that grain loaded in cars from warehouses in the Chicago
Switching District shall not be deliverable in satisfaction of futures contracts
under said Rule 1052.00. 23R  (09/01/94)

1052.00C  Track Deliveries -

1.   The question was submitted to the Directors as to whether or not under Rule
     1052.00 (Delivery of Grain in Cars) out-of-town weights can be used on
     carlot deliveries provided there is an agreement between the buyer and
     seller. It was the ruling of the Directors and the Rules Committee that
     under the provisions of this Rule out-of-town weights may not be used even
     where mutual agreement might exist.

2.   The question was submitted to the Directors as to whether deliveries of
     grain in cars might be settled on the aggregate or on the basis of
     individual contracts under Rule 1052.00.

     The Directors and the Rules Committee held that the settlement must be made
     on the individual contracts of 5,000, 2,000, 1,000 bushels or multiples
     thereof, and may not be settled on the aggregate.

3.   The Directors and the Rules Committee have made the following
     interpretation of Regulation 1047.01 (Delivery Notice). A person issuing a
     skeleton notice on the last notice day in a delivery month must by 10:00
     a.m. on the next day furnish all information which is required on the usual
     delivery notice. A person re-issuing a skeleton notice on the first
     position day of a successive delivery month (i.e. -the next calendar month)
     must furnish all information which is required on the usual delivery notice
     by 1:00 p.m. on first notice day. 23R (05/01/95)

1054.00  Failure to Accept Delivery   - Where a buyer to whom a delivery has
been assigned by the Clearing House under Regulation 1048.01 fails to take such
delivery and make payment when payment is due, the seller tendering such
delivery shall promptly sell the commodity on the open market for the account of
the delinquent. He shall then immediately notify the Clearing House of the
default, the contract price, and the re-sale price, and the Clearing House shall
immediately serve a like



                                     1017


                           Ch10 Delivery Procedures
                           ------------------------

notice upon the delinquent. Thereupon the delinquent shall be obligated to pay
to the seller, through the Clearing House, the difference between the contract
price and the re-sale price. 289 (05/01/95)

1054.00A  Failure to Accept Delivery - Rule 1054.00 provides that when a buyer
fails to take delivery and make payment at the prescribed time, the issuer of
the delivery 'shall promptly sell the commodity on the open market for the
account of the delinquent'.

Does this mean that the seller is to sell the warehouse receipts in the cash
market or sell futures in the pit and make a new tender? Also, what is the
meaning of the term 'promptly'? If the deliverer, thinking to accommodate the
delinquent, waits until 1:10, at which time the market is 5 lower than at 1:00
has he assumed any liability because of the delay? If it is the warehouse
receipts which are to be sold out, what determines the market price? Frequently
an elevator operator will pay more for his own receipts than for another's; or a
processor may pay a higher basis for one grade than another, grade differential
to the contrary. If futures are to be sold in the pit, who then is responsible
for the mechanics of tender and the assumption of interest?

The Board approved the opinion of the Rules Committee that the seller must have
the right to act in either the cash or futures market at his discretion without
recourse on the part of the defaulting buyer so long as action is taken prior to
9:45 A.M. the next business day. 38R  (09/01/94)

1056.01   Storage Rates for Wheat and Oats and Premium Charges for Corn and
Soybeans - To be valid for delivery on futures contracts, all warehouse receipts
and shipping certificates covering wheat and oats in regular store or corn and
soybeans under obligation for shipment must indicate the applicable storage rate
or premium charge. No warehouse receipts or shipping certificates shall be valid
for delivery on futures contracts unless the storage rates or premium charges on
such grain shall have been paid up to and including the 18th calendar day of the
preceding month, and such payment endorsed on the warehouse receipt or shipping
certificate. Unpaid accumulated storage rates and premium charges at the posted
rate applicable to the warehouse or shipping station where the grain is stored
or under obligation for shipment shall be allowed and credited to the buyer by
the seller to and including date of delivery. Further, no wheat or oats
warehouse receipt shall be valid for delivery if the receipt has expired prior
to delivery or has an expiration date in the month in which delivered. 1641

If storage rates or premium charges are not paid on-time up to and including the
18th calendar day preceding the delivery months of March, July and September and
by the first calendar day of each of these delivery months, a late charge will
apply. The late charge will be an amount equal to the total unpaid accumulated
storage rates or premium charges multiplied by the "prime interest rate" in
effect on the day that the accrued storage rates are paid plus a penalty of 5
percentage points, all multiplied by the number of calendar days that storage is
overdue, divided by 360 days. The term "prime interest rate" shall mean the
lowest of the rates announced by each of the following four banks at Chicago,
Illinois, as its "prime rate": Bank of America-Illinois, Bank One, Harris Trust
& Savings Bank, and the Northern Trust Company.

The storage rates on Wheat and Premium Charges on Corn and Soybeans for delivery
shall not exceed 15/100 of one cent per bushel per day.

The storage rates on Oats for delivery shall not exceed 13/100 of one cent per
bushel per day.

See Regulation 10C56.01-Payment of Premium Charges for March 2000 and subsequent
Corn futures contracts.

See Regulation 10S56.01-Payment of Premium Charges for January 2000 and
subsequent Soybean futures contracts. (06/01/01)



                                     1018


Ch10 Regularity of Warehouses

*1081.01  Regularity of Warehouses and Issuers of Shipping Certificates -
Persons operating grain warehouses or shippers who desire to have such
warehouses or shipping stations made regular for the delivery of grain under the
Rules and Regulations shall make application for an initial Declaration of
Regularity on a form prescribed by the Exchange prior to May 1, 1994, and every
even year thereafter, for a two-year term beginning July 1, 1994, and every even
year thereafter, and at any time during a current term for the balance of that
term. Regular grain warehouses or shippers who desire to increase their regular
capacity during a current term shall make application for the desired amount of
total regular capacity on the same form. Initial regularity for the current term
and increases in regularity shall be effective either thirty days after a notice
that a bona fide application has been received is posted on the floor of the
exchange, or the day after the application is approved by the Exchange,
whichever is later. Applications for a renewal of regularity shall be made prior
to May 1, 1994, and every even year thereafter, for the respective years
beginning July 1, 1994, and every even year thereafter, and shall be on the same
form.

The following shall constitute the requirements and conditions for regularity:

(1)  The warehouse or shipping station making application shall be inspected by
     the Registrar or the United States Department of Agriculture. Where
     application is made to list as regular a warehouse which is not regular at
     the time of such application, the applicant may be required to remove all
     grain from the warehouse and to permit the warehouse to be inspected and
     the grain graded, after which such grain may be returned to the warehouse
     and receipts issued therefor.


See Regulation 10C81.01(1)-Regularity of Warehouses and Issuers of Shipping
Certificates for March 2000 and subsequent Corn futures contracts.


See Regulation 10S81.01(1)-Regularity of Warehouses and Issuers of Shipping
Certificates for January 2000 and subsequent Soybean futures contracts.

(2)  Such warehouse shall be connected by railroad tracks with one or more
     railway lines.

See Regulation 10C81.01(2)-Regularity of Warehouses and Issuers of Shipping
Certificates for March 2000 and subsequent Corn futures contracts

See Regulation 10S81.01(2)-Regularity of Warehouses and Issuers of Shipping
Certificates for January 2000 and subsequent Soybean futures contracts.

(3)  The proprietor or manager of such warehouse or shipping station shall be in
     good financial standing and credit, and shall meet the minimum financial
     requirements and financial reporting requirements set forth in Appendix 4E.
     No warehouse or shipping station shall be declared regular until the person
     operating the same files a bond and/or designated letter of credit with
     sufficient sureties in such sum and subject to such conditions as the
     Exchange may require.

(4)  Such warehouse or shipping station shall be provided with modern
     improvements and appliances for the convenient and expeditious receiving,
     handling and shipping of grain in bulk.

(5)  The proprietor or manager of such warehouse or shipping station shall
     honestly and cordially cooperate with the system of registration of
     warehouse receipts or shipping certificates as established by law, and
     furnish to the Registrar all needed information to enable him to keep a
     correct record and account of all grain, together with the grades thereof,
     received and delivered by them daily and of that remaining in store at
     close of each week.

*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.

                                     1019


                         Ch10 Regularity of Warehouses
                         -----------------------------

(6) Safeguarding Condition of Grain in Warehouses.

    (a) The Board of Trade shall designate an agency for registration of public
        warehouse receipts, and only public warehouse receipts registered with
        such agency shall be within the provisions of paragraph (b) following.

    (b) Whenever in the opinion of the operator of the warehouse any grain
        stored in a public warehouse under his jurisdiction should be loaded out
        in order to protect the best interests of the parties concerned, such
        operator shall notify the agency giving the location and grades of such
        grain. The agency shall immediately notify an appropriate grain
        inspection service who shall at once proceed to the warehouse in which
        the grain is stored and examine it in conjunction with the
        Superintendent of such warehouse. If the grain inspection service agrees
        with the Superintendent that the grain should be moved, it shall so
        notify the Registrar of the Chicago Board of Trade. If the grain
        inspection service does not agree with the Superintendent that the grain
        should be moved, the operator of the warehouse shall have a right to
        appeal to the Business Conduct Committee of the Board of Trade. If on
        such appeal the Business Conduct Committee shall agree with the
        Superintendent that the grain should be moved, the Business Conduct
        Committee shall so notify the Registrar of the Board of Trade, and the
        warehouse receipts covering the above specified lot or lots of grain
        shall no longer be regular for delivery on Board of Trade future
        contracts. Upon receiving such notice, either from the grain inspection
        service, or from the Business Conduct Committee, the Registrar shall
        notify the holder, or holders, or their agents, together with the
        Chairman of the Business Conduct Committee, of the total quantity of the
        grade of grain in question (selecting the oldest registered warehouse
        receipt for such grain first, then such additional registered warehouse
        receipts in the order of their issuance as may be necessary to equal
        such total quantity of grain). When this information reaches the
        Chairman of the Business Conduct Committee he shall appoint a Committee
        consisting of five disinterested handlers of cash grain, which Committee
        shall meet at once and after taking into consideration various factors
        that establish the value of the grade of the receipts held by such owner
        or owners, shall determine the fair value of the grain, which price
        shall be that to be paid by the operator. If the price offered is not
        satisfactory, a Committee appointed by the Chairman of the Business
        Conduct Committee (at the request of such owner), shall procure other
        offers for such grain, and such offers shall be immediately reported to
        the owner or his agent. If the owner refuses to accept any such offers,
        he shall have the two following business days to order and furnish
        facilities for loading such grain out of store, and during this period
        the warehouseman shall be obliged to deliver the grain called for by the
        warehouse receipts, but not more than three (3) days may elapse after
        notification by the Registrar to the holder of the receipt before
        satisfactory disposition shall have been made of the grain, either by
        sale to the operator or by the ordering out and furnishing facilities to
        load the same, provided the amount of such grain does not exceed 100,000
        bushels in any one elevator. If the amount of grain in question exceeds
        100,000 bushels, the owner, or owners, of the warehouse receipts shall
        be allowed forty-eight hours of grace over and above the before
        mentioned three days for each 100,000 bushels in excess of the first
        100,000 bushels.

    (c) In the event that the holder of the warehouse receipt, or his agent,
        fails to move the grain or make other satisfactory disposition of same
        within the prescribed time, it shall be held for his account, and any
        loss in grade sustained shall likewise be for his account.

    (d) Nothing in the foregoing provisions shall be construed as prohibiting
        the warehouseman from fulfilling contracts from other stocks under his
        control.

(7) The proprietor or manager of such warehouse shall promptly, by the proper
    publication, advise the trade and the public of any damage to grain held in
    store by it, whenever such damage shall occur to an extent that will render
    it unwilling to purchase and withdraw from store, at its own cost, all such
    damaged grain.

(8) The Board shall be assured that the operator or manager of the warehouse or
    shipping station will agree to conform to Regulation 1049.03.



                                     1020


                         Ch10 Regularity of Warehouses
                         -----------------------------

(9)  The proprietor or manager of such warehouse shall accord every facility to
     any duly authorized committee, for the examination of its books and
     records, for the purpose of ascertaining the stocks of all kinds of grain
     which may be on hand at any time. Such examination and verification may be
     made at any time by the Business Conduct Committee or its approved
     inspection agents or, any other duly authorized committee to be appointed
     by the Chairman of the Board, which committee shall have the authority to
     employ experts to determine the quantity of grain in the elevators and to
     compare the books and records of the said regular warehouses with the
     records of the State or Federal Grain Warehouse Registrar.

(10) The proprietor or manager of a regular warehouse or shipping station shall
     give assurance that all grain received in and shipped out of such warehouse
     shall be weighed under the supervision of an agency approved by the
     Exchange.

(11) No warehouse or shipping station shall be deemed suitable to be declared
     regular if its location, accessibility, tariffs, insurance rates, or other
     qualifications shall depart from uniformity to the extent that its receipts
     or shipping certificates, if tendered in satisfaction of futures contracts,
     will unduly depress the values of futures contracts or impair the efficacy
     of futures trading in this market, or if the warehouseman or shipper
     operating such warehouses or shipping stations engaged in unethical or
     inequitable practices, or if, being a federally licensed warehouse, fails
     to comply with the federal statute, rules or regulations, or, being a state
     licensed Warehouse, fails to comply with the state statutes, rules and
     regulations.

     All warehousemen and shippers are and shall be and remain subject to the
     Rules, Regulations and Rulings of the Board of Trade of the City of Chicago
     on all subjects and in all areas with respect to which the U.S. Department
     of Agriculture does not assert jurisdiction pursuant to the U.S. Warehouse
     Act, as amended.

     A regular warehouseman or an owner of warehouse receipts can make delivery
     in a strike bound elevator. The taker of delivery is liable for all storage
     charges. However, where the owner of warehouse receipts in a strike bound
     elevator delivered against futures contracts has a bona fide bid for like
     receipts in a strike free elevator and decides to load the grain out or
     sell his receipts, the strike bound warehouseman has the option:

     (a) to provide that same quantity and like quality of grain in store in
         another regular warehouse, not on strike, in the same delivery market,
         or

     (b) to provide that same quantity and like quality of grain in store at
         another location on mutually acceptable terms, or

     (c) if no initial agreement can be reached as provided above, the strike
         bound warehouseman must buy his warehouse receipts back at the bid
         price in store for that same quantity and like quality of grain in a
         strike free elevator in the same delivery market or he has the
         alternative of proceeding as in (a) above. The bid (which must be a
         basis bid versus futures) referred to in this paragraph must be good
         for a minimum period of one hour and must be tendered in writing to the
         strike bound warehouseman between 1:30 p.m. and 4:30 p.m. on a business
         day and prior to 8:30 a.m., but not before 7:30 a.m., on the following
         business day.

         The warehouseman must respond to the bid as outlined above within the
         time period during which the bid is alive.

         Should the warehouseman question the validity of the bid, the question
         shall be referred to a Standing Committee which shall have been
         appointed on an annual basis by the Chairman of the Board, with the
         approval of the Board. The Committee shall consist of three members
         including one regular warehouseman with suitable alternates. In case
         the strike bound elevator involved is in a market other than that
         directly represented by the warehouseman appointed, the Chairman may
         designate a member in said alternate market who is familiar with cash
         grain values in that market. The sole duty of the Committee shall be to
         determine that the bid is bona fide. The Committee shall not express
         any opinion with respect to the economics of the bid.

         Within the context of this Regulation, a strike bound elevator is
         defined as the facility itself



                                     1021


                         Ch10 Regularity of Warehouses
                         -----------------------------

      being on strike.

      The maximum load-out charge on wheat and oats which has been tendered in
      satisfaction of the Board of Trade futures contracts shall be 6 cents per
      bushel.

      The maximum premium for FOB conveyance on Corn and Soybean Shipping
      Certificates which have been tendered in satisfaction of Board of Trade
      futures contracts shall be 4 cents per bushel.

      All fees for stevedoring services to load Corn and Soybeans into barges
      are to be paid by the issuer of the Corn or Soybean Shipping Certificate.

      The premium for FOB conveyance is payable at the time of invoice.

(12)  Load-Out Procedures.

      A.  Load-Out Procedures Grains -

      1.  Corn and Soybeans; Wheat from Chicago, Burns Harbor and St. Louis; and
      Oats from Chicago and Burns Harbor. An operator of a regular facility has
      the obligation of loading grain represented by warehouse receipts or
      shipping certificates giving preference to takers of delivery. When an
      operator of a facility regular for the delivery of grain receives one or
      more written loading orders for loading of grain against canceled
      warehouse receipts or shipping certificates, the operator shall begin
      loading against them within 3 business days following their receipt. When
      loadings against written loading orders cannot be completed on the fourth
      business day following their receipt, the operator shall continue loading
      against such loading orders on each business day thereafter. All
      warehousemen and shippers shall outload grain against canceled delivery
      instruments consecutively without giving preference of the type of
      delivery instrument, kind of grain or mode of transportation. He shall
      outload all such products in the order in which suitable transportation,
      clean and ready to load is constructively placed at his facility by the
      holder of the warehouse receipt or shipping certificate, pursuant to bona
      fide loading orders previously received, and at the loading rates provided
      in part B of this Regulation.

      2.  Wheat from Toledo and Oats from Minneapolis-St. Paul - All warehousmen
      shall inload and outload all agricultural products consecutively without
      giving preference to the products owned by him over the products of
      others, and without giving preference to one depositor over another. He
      shall inload all such products consecutively in the order in which they
      arrive at his warehouse, pursuant to the inloading orders previously
      received so far as the warehouse capacity for grain and grade permits. He
      shall outload all such product s in the order in which suitable
      transportation, clean and ready to load is constructively placed at his
      warehouse by the holder of the warehouse receipt, pursuant to bona fide
      outloading orders previously received, except as provided in part B of
      this Regulation.

         It shall be the responsibility of the warehouse receipt or shipping
         certificate holder to supply suitable transportation. Hopper cars shall
         be considered suitable transportation if they can be sampled by pelican
         in a manner approved by the appropriate grain sampling agency. Trucks
         and non-suitable hopper cars may be loaded only with the express
         agreement of the warehouseman.

         Constructive placement at a warehouse or shipping station shall be
         defined as follows:

         (1) Rail cars-as defined in the appropriate Railroad Freight Tariff on
             file with the Interstate Commerce Commission;

         (2) Barges-Positioned at an appropriate fleeting service serving the
             designated delivery point;

         (3) Vessels-In possession of the appropriate Federal Grain Inspection
             Service and/or National Cargo Bureau documents certifying readiness
             to accept load-out at the designated delivery point.

         It shall be the responsibility of the warehouse receipt or shipping
         certificate holder to request the warehouseman to arrange for all
         necessary Federal Grain Inspection Service and stevedoring service. The
         warehouse receipt or shipping certificate holder may specify the
         stevedoring service to be called. The warehouseman shall not be held
         responsible for non-availability of these


                                     1022


                         Ch10 Regularity of Warehouses
                         -----------------------------

        services.

    B.  Load-Out Rates for Grain - In the event a regular grain warehouse or
        shipping station receives written loading orders for load-out of grain
        against canceled warehouse receipts or shipping certificates, the
        warehouseman or shipper shall be required to load out grain beginning on
        the third business day following receipt of such loading orders or on
        the day after a conveyance of the type identified in the loading orders
        is constructively placed, whichever occurs later. The rate of load-out
        for warehouses in Toledo and Minneapolis-St. Paul shall be at the normal
        rate of load-out for the facility and the load-out rate for all grain
        warehouses and shipping stations shall depend on the conveyance and type
        of grain being loaded and shall not be less than the following per
        business day:




                                           Rail Conveyance or Water Conveyance
--------------------------------------------------------------------------------------------------------------------
                       (When receipt holder requests in    (When receipt holder requests   Vessel or        Barge
                       writing individual weights and      in writing batch weights and
                       grades per car load)                grades)/1/
                                                                                                
--------------------------------------------------------------------------------------------------------------------
Wheat, Corn,           25 Hopper Cars                      35 Hopper Cars                  300,000 Bushels  3 Barges
 Soybeans
--------------------------------------------------------------------------------------------------------------------
Oats                   15 Hopper Cars                      20 Hopper Cars                  180,000 Bushels  2 Barges
--------------------------------------------------------------------------------------------------------------------

/1/  A batch weight and grade shall refer to a buyer's request in writing for 1
     weight and 1 grade per 5 rail cars.

        Barge load-out rates for corn and soybeans will be at the shipping
        station's registered daily rate of loading.  When wheat and corn or
        soybeans or when oats and corn or soybeans are in the lineup for
        loading, the higher loading rate will apply for total barge loadings on
        that day.  However, a warehouseman or shipper is not obligated to load
        barges of one type of grain that exceeds the daily barge loading rate
        for that type of grain.  Corn and soybeans are considered one type of
        grain for this regulation pertaining to barge loading rates.

        Regular grain warehouses and shipping stations shall not be required to
        meet these minimum load-out rates when transportation has not been
        actually placed at the warehouse, transportation equipment is not clean
        and load ready, inspection services are not available, a condition of
        force majeure exists, inclement weather prevents loading, or stevedoring
        services are not available in the case of water conveyance.  However,
        the exceptions to load-out requirements shall not include grains or
        soybeans which have not made grade.

        In addition, regular warehouses in Toledo and Minneapolis-St. Paul shall
        not be required to meet the minimum load-out rate for a conveyance when
        a "like" conveyance has been constructively placed for load-in prior to
        the "like" conveyance for load-out. However, when a conveyance for load-
        out is constructively placed after a "like" conveyance for load-in, the
        warehouse will load-in grain from the "like" conveyance at the normal
        rate of load-in for the facility. This rate of load-in shall depend on
        the conveyance(s) being unloaded and shall not be less than the
        following minimums per business day:




                                Rail Conveyance or Water Conveyance
---------------------------------------------------------------------------------------------------------
                                                                Vessel or                   Barge
                                                                                   
---------------------------------------------------------------------------------------------------------
Wheat, Corn, Soybeans             35 Hopper Cars                50,000 Bushels              1 Barge
---------------------------------------------------------------------------------------------------------
Oats                              20 Hopper Cars                50,000 Bushels              1 Barge
---------------------------------------------------------------------------------------------------------


                                     1023


                         Ch10 Regularity of Warehouses
                         -----------------------------

        Regular warehouses shall not be required to meet these minimum load-in
        rates when a condition of force majeure exists, inspection services are
        not available, inclement weather prevents unloading, or stevedoring
        services are not available in the case of water conveyance.

        Any increased overtime costs and charges for trimming and FGIS to meet
        minimum load-out requirements shall be borne by warehouseman.

        Vessel loading shall require 3 days pre-advice to warehouseman prior to
        the date of arrival of the vessel.  Failure to provide pre advice may
        delay loading by the same number of days pre-advice is delayed prior to
        date of arrival of the vessel.

        Inability of a warehouse receipt holder to provide conveyance at an
        elevator in a timely manner will affect load-out of barges accordingly.

        For purposes of this regulation, vessel and barge are "like"
        conveyances.

    C.  Notification to Warehouse - The warehouse operator or shipping station
        shall load-in and load-out grains in the order and manner provided in
        parts A and B of this Regulation, except that his obligation to load-out
        grain to a given party shall commence no sooner than three business days
        after he receives cancelled warehouse receipts and written loading
        orders from such party, even if such party may have a conveyance
        positioned to accept load-out of grain before that time. If the party
        taking delivery presents transportation equipment of a different type
        (rail, barge, or vessel) than that specified in the loading orders, he
        is required to provide the warehouse operator with new loading orders,
        and the warehouse operator shall be obligated to load-out grain to such
        party no sooner than three business days after he receives the new
        loading orders. Written loading orders received after 2:00 p.m. (Chicago
        time) on a given business day shall be deemed to be received on the
        following business day.

    D.  Storage and Premium Charges - Storage payments [and Premium Charges] on
        [grain] wheat and oats to be shipped pursuant to loading orders shall
        cease on the tenth business day after suitable transportation is
        constructively placed for load-out or loading is complete, whichever is
        earlier.  Premium charges for corn and soybeans to be shipped pursuant
        to loading orders shall cease on the business day loading is complete.

    E.  Records - All warehousemen and shippers shall keep adequate permanent
        records showing compliance with the requirements of this Regulation.
        Such records shall at all times be open for inspection by the designated
        official or officials of the contract market.

    F.  Certification of Corn, Soybeans and Wheat - Effective September 1, 1992
        and upon written request by a taker of delivery at the time loading
        orders are submitted for the delivery of corn, soybeans or wheat against
        canceled warehouse receipts, the delivery warehouseman shall certify in
        writing to the taker of delivery on the day that the transportation
        conveyance is loaded that the grain is of U.S. origin only. Warehouse
        receipts issued prior to September 1, 1992 will be deliverable against
        futures contracts beginning September 1992 only if the regular
        warehouseman provides certification on the warehouse receipt that the
        U.S. origin-only option is available to the taker of delivery of corn,
        soybeans and wheat.

    G.  Barge Load-Out Procedures for Corn and Soybeans - When corn or soybeans
        represented by shipping certificates are ordered out for shipment by
        water conveyance, the regular shipper has the obligation to load-out
        grain at his registered daily rate of loading.  The shipper's obligation
        shall begin to a party no sooner than 3 business days after he receives
        canceled certificates and written loading orders from the party or 1
        business day after the constructive placement of the water conveyance,
        whichever is later.

        (1) All loading orders and shipping instructions received prior to 2:00
            p.m. on a given business day shall be considered dated that day and
            shall be entitled to equal treatment.  Orders received after 2:00
            p.m. on a business day shall be considered dated the following
            business day.  Loading against all loading orders dated on a given
            business day shall be completed before loading begins on any loading
            orders dated on a subsequent business day.



                                     1024


                         Ch10 Regularity of Warehouses
                         -----------------------------

        (2) When loading orders and shipping instructions are received by 2:00
            p.m. of any given business day, the shipper will advise the owner by
            10:00 a.m. the following business day of loading dates and tonnage
            due.  Notification will be by telephone, telex or telefax.

        (3) Official grades as loaded into the water conveyance shall govern for
            delivery purposes.

        (4) Official weights as loaded into the barge shall govern for delivery
            purposes when available, otherwise, it is the responsibility of the
            taker to obtain official weights at the destination. Any other
            governing weights and methods of obtaining weights and any such
            other information on the weighing process must be mutually accepted
            by the maker and taker of delivery before the barge is loaded.  When
            the official weight becomes known for a barge, overfills and
            underfills will be settled on the market value, expressed as a
            basis, for grain FOB barge at the barge loading station on the day
            that the grain is loaded.  Before the barge is loaded, the taker and
            maker of delivery will agree on a basis over or under the nearby
            futures that overfills and underfills will be settled on.  On the
            day that the weight tolerance becomes known to both parties, the
            flat price settlement will be established by applying the basis to
            the nearby futures month settlement price on the day of unloading or
            the day of loading if origin weights are used.  If the day of
            unloading is the last trading day in the nearby futures month, the
            next following futures month will be used for  settlement.  If the
            day of unload is not a business day, the next following business day
            will be used to establish the flat price.  In order to convert the
            agreed upon basis on the day that the grain was loaded to a basis
            relative to the current nearby futures month, the futures spread on
            the day of loading will be used, provided that, the nearby futures
            did not close outside of the price limits set for all other futures
            months.  In this case, the spread on the first following business
            day that the nearby futures closed within the price limits
            applicable for all other futures months would be used.

        (5) The shipper shall not be required to meet his minimum daily barge
            load-out rate when transportation has not been actually placed at
            the shipping station, transportation equipment is not clean and load
            ready, inspection services are not available, a condition of force
            majeure exists, or inclement weather prevents loading.  However, the
            exceptions to load-out requirements shall not include corn or
            soybeans that have not made grade.

        (6) For Illinois Waterway barge loading at Burns Harbor, Regulation
            1081.01(13)(A.)(a) pertaining to the protection of the Chicago barge
            rate and inclement weather will apply.

        (7) Any expense for making the grain available for loading on the
            Illinois Waterway will be borne by the party making delivery,
            provided that the taker of delivery presents barge equipment clean
            and ready to load within 10 calendar days following the scheduled
            loading date of the barge on the Illinois Waterway.  If the taker's
            barges are not made available within 10 calendar days following the
            scheduled loading date of the barge on the Illinois Waterway or the
            taker cancels loading instructions and requests that shipping
            certificates be re-issued, the taker shall reimburse the shipper for
            any expenses for making the grain available.  Taker and maker of
            delivery have three days to agree to these expenses.

        (8) The shipper shall load water conveyance at the shipping station
            designated in the Shipping Certificate.  If it becomes impossible to
            load at the designated shipping station because of an Act of God,
            fire, flood, wind, explosion, war, embargo, civil commotion,
            sabotage, law, act of government, labor difficulties or unavoidable
            mechanical breakdown, the shipper will arrange for water conveyance
            to be loaded at another regular shipping station in conformance with
            the Shipping Certificate and will compensate the owner for any
            transportation loss resulting from the change in the location of the
            shipping station.  If the aforementioned condition of impossibility
            prevails at a majority of regular shipping stations, then shipment
            may be delayed for

                                     1025


                         Ch10 Regularity of Warehouses
                         -----------------------------

             the number of days that such impossibility prevails at a majority
             of regular shipping stations.

        (9)  See Regulation 10C81.01(12)G(9)-Regularity of Warehouses and
             Issuers of Shipping Certificates for March 2000 and subsequent Corn
             futures contracts.

             See Regulation 10S81.01(12)G(9)-Regularity of Warehouses and
             Issuers of Shipping Certificates for January 2000 and subsequent
             Soybean futures contracts.

        (10) In the event less than eleven shipping certificates of a like
             grade/quality are outstanding at a shipping station the owner of
             all such outstanding shipping certificates may cancel the shipping
             certificates and obligate the shipper to provide a market value at
             which the shipper will either buy back all the canceled shipping
             certificates or sell the balance of Corn or Soybeans of a like
             grade/quality to complete a barge loading of at least 55,000
             bushels, the choice being at the discretion of the taker of
             delivery.

(13)  Location.

    A.  Corn. For the delivery of corn, regular warehouses or shipping stations
        may be located within the Chicago Switching District or within the Burns
        Harbor, Indiana Switching District or within the Toledo, Ohio Switching
        District or the St. Louis-East St. Louis or Alton Switching District.
        See Regulation 10C81.01(13)-Location for March 2000 and subsequent Corn
        futures contracts.

        No such warehouse or shipping station within the Chicago Switching
        District shall be declared regular unless it is conveniently
        approachable by vessels of ordinary draft and has customary shipping
        facilities. Ordinary draft shall be defined as the lesser of (1) channel
        draft as recorded in the Lake Calumet Harbor Draft Gauge, as maintained
        by the Corps of Engineers, U.S. Army, minus one (1) foot, or (2) 20
        feet.

        Delivery in Burns Harbor must be made "in store" in regular elevators or
        by shipping certificate at regular shipping stations providing water
        loading facilities and maintaining water depth equal to normal seaway
        draft of 27 feet.

        In addition, deliveries of grain may be made in regular elevators or
        shipping stations within the Burns Harbor Switching District PROVIDED
        that:

        (a) When grain represented by warehouse receipts or shipping
            certificates is ordered out for shipment by a barge, it will be the
            obligation of the party making delivery to protect the barge freight
            rate from the Chicago Switching District (i.e. the party making
            delivery and located in the Burns Harbor Switching District will pay
            the party taking delivery an amount equal to all expenses for the
            movement of the barge from the Chicago Switching District, to the
            Burns Harbor Switching District and the return movement back to the
            Chicago Switching District).

            If inclement weather conditions make the warehouse or shipping
            station located in the Burns Harbor Switching District unavailable
            for barge loadings for a period of five or more calendar days, the
            party making delivery will make grain available on the day following
            this five calendar day period to load into a barge at one mutually
            agreeable water warehouse or shipping station located in the Chicago
            Switching District; PROVIDED that the party making delivery is
            notified on the first day of that five-day period of inclement
            weather that the barge is available for movement but cannot be moved
            from the Chicago Switching District to the Burns Harbor Switching
            District, and is requested on the last day of this five day calendar
            period in which the barge cannot be moved.

       (b)  When grain represented by warehouse receipts or shipping
            certificates is ordered out for shipment by vessel, and the party
            taking delivery is a recipient of a split delivery of grain between
            a warehouse or shipping station located in Burns Harbor and a
            warehouse or shipping station in Chicago, and the grain in the
            Chicago warehouse or


                                     1026


                         Ch10 Regularity of Warehouses
                         -----------------------------

            shipping station will be loaded onto this vessel; it will be the
            obligation of the party making delivery at the request of the party
            taking delivery to protect the holder of the warehouse receipts or
            shipping certificates against any additional charges resulting from
            loading at one berth in the Burns Harbor Switching District and at
            one berth in the Chicago Switching District as compared to a single
            berth loading at one location. The party making delivery, at his
            option, will either make the grain available at one water warehouse
            or shipping station operated by the party making delivery and
            located in the Chicago Switching District for loading onto the
            vessel, make grain available at the warehouse in Burns Harbor upon
            the surrender of warehouse receipts or shipping certificates issued
            by other regular elevators or shipping stations located in the
            Chicago Switching District at the time vessel loading orders are
            issued, or compensate the party taking delivery in an amount equal
            to all applicable expenses, including demurrage charges, if any, for
            the movement of the vessel between a berth in the other switching
            district. On the day that the grain is ordered out for shipment by
            vessel, the party making delivery will declare the regular warehouse
            or shipping station in which the grain will be available for
            loading.

        Delivery in Toledo must be made "in store" in regular elevators
        providing water loading facilities and maintaining water depth equal to
        normal seaway draft of 27 feet.

        However, deliveries of corn may be made in off-water elevators within
        the Toledo, Ohio Switching District PROVIDED that the party making
        delivery makes the corn available upon call within five calendar days to
        load into water equipment at one water location within the Toledo, Ohio
        Switching District. The party making delivery must declare within one
        business day after receiving warehouse receipts and loading orders the
        water location at which corn will be made available.  Any additional
        expense incurred to move delivery corn from an off-water elevator into
        water facilities shall be borne by the party making delivery; PROVIDED
        that the party taking delivery presents water equipment clean and ready
        to load within fifteen calendar days from the time the corn has been
        made available.  See Regulation 10C81.01(13)-Location for March 2000 and
        subsequent Corn futures contracts.

        Delivery in the St. Louis-East St. Louis or Alton Switching Districts
        must be "in store" in regular elevators providing barge-loading
        facilities and maintaining water depth equal to the average draft of the
        current barge loadings in the St. Louis-East St. Louis and Alton barge-
        loading districts.   See Regulation 10C81.01(13)-Location for March 2000
        and subsequent Corn futures contracts.

    B.  Oats. For the delivery of oats, regular warehouses may be located within
        the Chicago Switching District or within the Burns Harbor, Indiana
        Switching District (subject to the provisions of paragraph A above) or
        within the Minneapolis, Minnesota or St. Paul, Minnesota Switching
        Districts.

        Delivery in the Minneapolis or St. Paul Switching District must be made
        "in store" in regular elevators providing barge-loading facilities and
        maintaining water depth equal to the average draft of the current barge
        loadings in the Minneapolis and St. Paul barge-loading districts.

        However, deliveries of oats may be made in interior off-water elevators
        within the Minneapolis or St. Paul Switching District, PROVIDED that the
        party making delivery makes the oats available upon call within seven
        calendar days to load into a barge at one river location in the
        Minneapolis or St. Paul barge-loading district. The party making
        delivery must declare, within one business day after receiving warehouse
        receipts and loading orders, the river location at which the oats will
        be made available. Any additional expense incurred to move delivery oats
        from an off-water elevator into barges shall be borne by the party
        making delivery; PROVIDED that the party taking delivery presents barge
        equipment clean and ready to load within fifteen calendar days from the
        time warehouse receipts and loading orders are tendered to the
        delivering party.

        Official weights and official grades as loaded into the barge shall
        govern for delivery



                                     1027


                         Ch10 Regularity of Warehouses
                         -----------------------------

        purposes.

    C.  Wheat. For the delivery of wheat, regular warehouses may be located
        within the Chicago Switching District or within the Burns Harbor,
        Indiana Switching District (subject to the provisions of Paragraph A
        above), within the Toledo, Ohio Switching District, or with respect to
        only No. 1 Soft Red Winter and No. 2 Soft Red Winter Wheat, within the
        St. Louis-East St. Louis or Alton Switching Districts.

        Delivery in Toldeo must be made "in store" in regular elevators
        providing water loading facilities and maintaining water depth equal to
        normal seaway draft of 27 feet.

        However, deliveries of wheat may be made in off-water elevators within
        the Toledo, Ohio Switching District PROVIDED that the party making
        delivery makes the grain available upon call within five calendar days
        to load into water equipment at one water location within the Toledo,
        Ohio Switching District.  The party making delivery must declare within
        one business day after receiving warehouse receipts and loading orders
        the water location at which wheat will be made available.

        Any additional expense incurred to move delivery grain from an off-water
        elevator into water facilities shall be borne by the party making
        delivery; PROVIDED that the party taking delivery presents water
        equipment clean and ready to load within fifteen calendar days from the
        time the grain has been made available.

        Official weights and official grades as loaded into the water equipment
        shall govern for delivery purposes.

        Delivery in the St. Louis-East St. Louis or Alton Switching Districts
        must be "in store" in regular elevators providing barge loading
        facilities and maintaining water depth equal to the average draft of the
        current barge loadings in the St. Louis-East St. Louis and Alton barge
        loading districts.

    D.      Soybeans. For the delivery of soybeans, regular warehouses may be
            located within the Chicago Switching District or within the Burns
            Harbor, Indiana Switching District (subject to the provisions of
            Paragraph A above), within the Toledo, Ohio Switching District, or
            within the St. Louis-East St. Louis or Alton Switching Districts
            See Regulation 10S81.01(13)-Location for January 2000 and subsequent
            Soybean futures contracts.

            Delivery in Toledo must be made "in store" in regular elevators
            providing water loading facilities and maintaining water depth equal
            to normal seaway draft of 27 feet. However, deliveries of soybeans
            may be made in off-water elevators within the Toledo, Ohio Switching
            District PROVIDED that the party making delivery makes the soybeans
            available upon call within five calendar days to load into water
            equipment at one water location within the Toledo, Ohio Switching
            District.  The party making delivery must declare within one
            business day after receiving warehouse receipts and loading orders
            the water location at which soybeans will be made available.  Any
            additional expense incurred to move delivery soybeans from an off-
            water elevator into water facilities shall be borne by the party
            making delivery; PROVIDED that the party taking delivery presents
            water equipment clean and ready to load within fifteen calendar days
            from the time the soybeans have been made available. Official
            weights and official grades as loaded into the water equipment shall
            govern for delivery  purposes.  See Regulation 10S81.01(13)-Location
            for January 2000 and subsequent Soybean futures contracts.

            Delivery in the St. Louis-East St. Louis or Alton Switching
            Districts must be "in store" in regular elevators providing barge
            loading facilities and maintaining water depth equal to the average
            draft of the current barge loadings in the St. Louis-East St. Louis
            and Alton barge loading districts.  See Regulation 10S81.01(13)-
            Location for January 2000 and subsequent Soybean futures contracts.

(14)  Billing



                                     1028


                         Ch10 Regularity of Warehouses
                         -----------------------------

    A.  Wheat, Corn, Soybeans and Oats (Chicago delivery). The Chicago
        warehouseman is not required to furnish transit billing on grain
        represented by warehouse receipt deliveries in Chicago, Illinois.
        Delivery shall be flat.

    B.  Oats (Minneapolis, St. Paul delivery).

        (1) When oats represented by warehouse receipts delivered in Minneapolis
            or St. Paul are ordered out for shipment by rail, it shall be the
            obligation of seller to furnish, no later than when cars are placed
            or constructively placed at the elevator, to the party taking
            delivery, inbound Freight Bills (rail tonnage or order equivalent
            truck or barge tonnage) protecting the applicable proportional rate
            applicable to Chicago from the warehouse in which the grain is
            located. The Freight Bills shall be for the kind and quantity of the
            commodity designated by the warehouse receipt and must permit such
            commodity to be shipped at the minimum proportional rate applicable
            to Chicago effective as of the date of shipment from point of origin
            shown by the Freight Bill.

            (a) Delivery at Minneapolis. When delivery is made at an elevator
                within the Minneapolis Switching District, such Freight Bills
                must permit one further free transit stop at interior transit
                points or be accompanied by a check to cover one such transit
                stop.

            (b) Delivery at St. Paul. When delivery is made at an elevator
                within the St. Paul Switching District, such Freight Bills must
                permit one further free transit stop at interior transit points,
                or be accompanied by a check to cover such transit stop, and in
                addition must also permit movement to industries within the
                switching limits of Minneapolis at no greater cost than the
                maximum switching charges between industries located with the
                switching limits of Minneapolis.

        (2) In lieu of the Freight Bills or order equivalent tonnage specified
            above, seller may furnish to the party taking delivery "short-rate"
            Freight Bills or make compensation as specified in Section (b).

            (a) "Short-rate" Freight Bills (which otherwise conform to the
                requirements of this Regulation). "Short-rate" Freight Bills
                shall be accompanied by a certified check, or other acceptable
                payment, in an amount equal to the difference between the
                freight charges which would be incurred in shipping the quantity
                of the commodity from Minneapolis to Chicago (based on the
                proportional rate applicable in connection with such "short-
                rate" Freight Bills) and the freight charges for such shipment
                based on the minimum proportional tariff rate applicable in
                connection with Freight Bills other than "short-rate" Freight
                Bills showing shipment from points of origin as of the same date
                as the "short-rate" Freight Bills furnished.

            (b) Compensation in Lieu of Freight Bills or order equivalent
                tonnage. A certified check or other acceptable payment may be
                substituted for Freight Bills provided it is in an amount equal
                to the difference between the freight charges which would be
                incurred in shipping the commodity from Minneapolis to Chicago
                based on the flat tariff rate effective as of the date of
                loading for rail shipment and the charges for such shipment
                based on the minimum proportional tariff rate effective as of
                the same date.

        (3) Due Bills issued by the Western Weighing and Inspection Bureau may
            be used when necessary in lieu of Freight Bills that conform to the
            provisions of this Regulation. Such Due Bills may be surrendered by
            the seller to the party loading out delivery grain by rail when such
            Freight Bills are not yet available because of the unloading of the
            commodity into an elevator during the last few days of the delivery
            month or on the delivery of "Track" grain. Such Due Bills shall
            specify the date, origin and rate of the Freight Bills in lieu of
            which they are issued and shall be completely filled out except for
            the signature.



                                     1029


        (4) The term Freight Bills as used in this Regulation means the recorded
            inbound paid Freight Bills, authorized duplicates thereof, or
            tonnage credit slips, conforming to the rules and regulations of
            Western Trunk Line Tariff No. 331-Z, Fred Ofcky, Agent, ICC No. A-
            4774, amendments thereto or reissues thereof.

    C.  Wheat (Toledo and St. Louis delivery). The warehouseman is not required
        to furnish transit billing on wheat represented by warehouse receipts
        delivery in Toledo, Ohio, St. Louis, Missouri, East St. Louis, Illinois,
        or Alton, Illinois.  Delivery shall be flat.

    D.  Corn (Toledo and St. Louis delivery). The warehouseman is not required
        to furnish transit billing on corn represented by warehouse receipts
        delivery in Toledo, Ohio, St. Louis, Missouri, East St. Louis, Illinois
        or Alton, Illinois. Delivery shall be flat.  See Regulation
        10C81.01(14)-Billing for March 2000 and subsequent Corn futures
        contracts.

    E.  Soybeans (Toledo and St. Louis delivery). The warehouseman is not
        required to furnish transit billing on soybeans represented by warehouse
        receipts delivery in Toledo, Ohio, St. Louis, Missouri, East St. Louis,
        Illinois, or Alton, Illinois.  Delivery shall be flat.  See Regulation
        10S81.01(14)-Billing for January 2000 and subsequent Soybean futures
        contracts.

    F.  Wheat, Corn, Soybeans and Oats (Burns Harbor Delivery). When grain
        represented by warehouse receipts delivered in Burns Harbor is ordered
        out for shipment by rail, it will be the obligation of the party making
        delivery to protect the Chicago rail rate, if lower, which would apply
        to the owner's destination had a like kind and quantity of grain
        designated on warehouse receipts been loaded out and shipped from a
        regular warehouse located in the Chicago Switching District. If grain is
        loaded out and shipped to an industry in the Chicago Switching District,
        the party making delivery will protect the minimum, crosstown switch
        charge in the Chicago Switching District.

        When rail loading orders are submitted, the party taking delivery shall
        state in writing if he elects to receive the applicable rail rates from
        Burns Harbor or Chicago. If the party taking delivery specifies Burns
        Harbor, the party making delivery will load rail cars at the Burns
        Harbor warehouse and will not be required to protect the Chicago rates.

        If the party taking delivery specifies Chicago rates, the party making
        delivery will declare on the day that the grain is ordered out for
        shipment by rail, the warehouse at which the grain will be made
        available, which is operated by the party making delivery and is located
        either in the Burns Harbor or the Chicago Switching Districts. If the
        declared warehouse is located in the Chicago Switching District, the
        party making delivery will provide only that billing specified in
        Regulation 1081.01(14)A.

        However, if the declared warehouse is located in Burns Harbor and the
        rail rate from Chicago or the minimum Chicago crosstown switch charge
        requires protection, the party making delivery will compensate the party
        taking delivery. The compensation shall be in an amount equivalent to
        the difference of the freight charges from Burns Harbor and the freight
        charges which would be applicable had the grain been loaded at and
        shipped from a warehouse located in the Chicago Switching District to
        the owner's destination.

(15) All applications for a declaration of regularity or for renewal of
     regularity, in an amount in excess of previously approved regularity will
     be subject to a diligent and prudent analysis by the Exchange to insure
     that the warehouseman or shipper meets all rules and regulations prescribed
     by the Board of Trade and that the grant of regularity for the requested
     storage capacity or maximum number of certificates allowed to be issued, or
     any part thereof, will not unduly distort the values of grain futures
     contracts or impair the efficacy of futures trading in these markets.

(16) Persons operating regular warehouses or shipping stations shall be subject
     to the Association's Rules and Regulations pertaining to arbitration
     procedures, as set forth in Chapter 6, and, with respect to compliance with
     Rules and Regulations pertaining to a warehouse's or shipper's regularity,
     shall be subject to the Association's Rules and Regulations pertaining to
     disciplinary procedures, as set forth in Chapter 5.

(17) Persons operating regular warehouses or shipping stations shall consent to
     the disciplinary



                                     1030


     jurisdiction of the Exchange for five years after such regularity lapses,
     for conduct pertaining to regularity which occurred while the warehouse or
     shipping station was regular. (12/01/00)

1081.01A  Inspection   - Chicago Elevators - Any Grain Warehouses in Chicago,
regular for the delivery of grain under the Rules and Regulations of the
Association, shall require inbound and outbound inspections as mandated by the
U.S. Grain Standards Act and/or the U.S. Warehouse Act.


Nothing herein shall negate the rights of persons shipping grain into or out of
such Warehouses to request and obtain on such grain official sample lot
inspections as defined in the U.S. Grain Standards Act, and such inspections or
any appeal therefrom, shall be the settlement grade.


When grain is delivered in satisfaction of warehouse or shipping certificate,
receipts, the holder of the warehouse receipts or shipping certificates shall be
entitled to an official sample lot inspection as defined in the U.S. Grain
Standards Act unless otherwise agreed. 3R  (03/01/00)

1081.01B  Billing When Grain is Loaded Out - The Board makes the following
interpretations:

1.  Is it then the obligation of the operator of the elevator to have such
    billing on hand backing all deliveries -or only (as the Regulation seems to
    state) when such grain is loaded out?

    The Regulations are explicit in stating that billing need be available when
    such grain is loaded out. The warehouseman makes the decision and takes the
    risk at the time of delivery and any time until the grain is ordered loaded
    if he does not have billing.

2.  What is meant by equities?

    Equities are defined in the Regulation and do not include values occasioned
    by changes in freight rates as they would apply to the outboard movement.
    43R  (09/01/94)

1081.01C  Car of Specified Capacity - Where a seller of an 80,000 Ib. capacity
car shows conclusively that an 80,000 Ib. capacity car was ordered, and the
railroad for its own convenience provided a 100,000 Ib. capacity car, the basis
for settlement should be the same as though an 80,000 Ib. capacity car had been
supplied. 14R   (09/01/94)

1082.00   Insurance - Grain covered by warehouse receipts tendered for delivery
must be insured against the contingencies provided for in a standard "All Risks"
policy (including earthquake) to such an extent and in such amounts as required
by the Board of Directors. It shall be the duty of the operators of all regular
warehouses to furnish the Exchange with either a copy of the current insurance
policy or policies, or a written confirmation from the insurance company that
such insurance has been effected. 292  (08/01/96)

1082.00A  Insurance - The warehouseman shall insure grain and soybeans covered
by warehouse receipts tendered for delivery against the contingencies provided
for in the standard "All Risks" policy (including earthquakes).  (09/01/94)

1083.00   Variation Allowed - Deliveries of grain in store may vary not more
than one percent from the quantity contracted for: provided, however, that no
lot in any one warehouse shall contain less than 5,000 bushels of any one grade.
291  (09/01/94)

1083.01   Excess or Deficiency in Quantity - In the load-out of grain from an
elevator or warehouse, the quantity of gross grain covered by the warehouse
receipt shall be loaded out, and any excess or deficiency between the quantity
of net grain loaded out and the quantity of net grain covered by the warehouse
receipt shall be paid for to or by (as the case may be) the elevator or
warehouse proprietor or manager at the average market price on the day of load-
out: the buyer to pay storage on the net weight covered by the warehouse
receipt. In the event that in the final out-turn there is a shortage in the
gross quantity called for in the receipt, the net quantity of grain required by
the receipt shall be the factor in settlement, and any variation therefrom in
the net amount of grain loaded out against the receipt shall be paid for by the
elevator or warehouse proprietor or manager to the owner of the receipt at the
average market price on the day of load-out.  In the load-out of grain the gross
quantity of grain, which includes dockage shall not exceed the net quantity by
more than one percent.



                                     1031


                         Ch10 Regularity of Warehouses
                         -----------------------------

1640  (09/01/94)

1084.01  Revocation, Expiration or Withdrawal of Regularity   - Any regular
warehouse or shipper may be declared by the Business Conduct Committee, or
pursuant to Regulation 540.10, the Hearing Committee to be irregular at any time
if it does not comply with the conditions above set forth. If the designation of
a warehouse or shipper as regular shall be revoked, a notice shall be posted on
the bulletin board announcing such revocation and also the period of time, if
any, during which the receipts or certificates issued by such house or shipper
shall thereafter be deliverable in satisfaction of futures contracts under the
Rules and Regulations.


In the event of revocation, expiration or withdrawal of regularity, or in the
event of sale or abandonment of the properties where regularity is not reissued,
holders of outstanding warehouse or shipping certificates receipts shall be
given thirty days to take load-out of the commodity from the facility. If a
holder of an outstanding warehouse receipt or shipping certificate chooses not
to take load-out during this period, the facility must provide him with another
warehouse receipt or shipping certificate at another, mutually acceptable
regular warehouse or shipping station, with adjustments for differences in
                                     -
contract differentials. Alternatively, if such warehouse receipt or shipping
certificate is unavailable, the facility must provide the holder with 0an
equivalent quantity and quality of the grain designated in the warehouse receipt
or shipping certificate at a mutually acceptable location. 1621  (03/01/00)

1085.01  Application for Declaration of Regularity   - All applications by
operators of warehouses for a declaration of regularity under Regulation 1081.01
shall be on the following form:



     WAREHOUSEMAN'S/SHIPPER'S APPLICATION FOR A DECLARATION OF REGULARITY
             UPON CONTRACTS FOR FUTURE DELIVERY UNDER THE CHARTER,
            RULES AND REGULATIONS OF THE BOARD OF TRADE OF THE CITY
            OF CHICAGO FOR THE DELIVERY OF________________________

                                               ________________, 20________
Board of Trade of the
City of Chicago
Chicago, Illinois
Gentlemen:
We, the_____________________________________________ (hereinafter called
the Warehouseman/Shipper) owner or lessee of the
warehouse _________________________________________________________________
located at________________________________________________________________
and/or shipping station located at mile marker _______________________________.
having a storage capacity of__________________________ bushels of grain
and/or applying for _______________ bushels as a registered total daily rate
of loading barges and having a bond under the United States Warehouse Act
___________________________________________________ in the sum of
__________________________ Dollarsand/or a designated letter of credit, do
hereby make application to the Board of Trade of the  City of Chicago
(hereinafter called Exchange) for a declaration of regularity to handle, and
to receive and store or issue Shipping Certificates for
______________________ for delivery upon contracts for future delivery for a
period beginning________________ and ending Midnight June 30,_______________.

                            Conditions of Regularity

Such declaration of regularity, if granted, shall be cancellable by the Exchange
whenever the following conditions shall not be observed.
1.  The Warehouseman/Shipper must:

    (1)  give such bonds and/or designated letter of credit to the Exchange as
         it may require.
    (2)  submit to the Exchange with such application for a declaration of
         regularity, a tariff listing in detail the rates for the handling and
         storage of grain; submit promptly to the Exchange all changes in said
         tariff, publish and display such tariff.
    (3)  remove no grain from the warehouse/shipping station save at the request
         of the owner or owners thereof upon surrender of the warehouse
         receipts/shipping certificates.
    (4)  notify the Exchange immediately of any change in capital ownership and
         of any reduction in total capital of 20 percent or more from the level
         reported in the last financial statement filed with the Exchange.
    (5)  make such reports, keep such records, and permit such warehouse
         visitation as the Secretary of Agriculture may prescribe; comply with
         all applicable Rules and Regulations and orders promulgated by the
         Secretary of Agriculture or the Government agency administering the
         Commodity Exchange Act; and comply with all requirements of the
         Exchange permitted or required by such Rules and Regulations or orders.
    (6)  maintain and furnish to all holders of warehouse
         receipts/shipping/certificates on grain tendered in satisfaction of
         futures contracts insurance as provided in Rule 1004.00.
    (7)  make application for renewal of a declaration of regularity in writing
         on or before May 1, 1994, and every even year thereafter.

2.  The Warehouse/Shipper must be:

    (1)  subject to the prescribed examination and approval of the Exchange.
    (2)  properly safeguarded and patrolled.



                                     1032


       (3) equipped to handle grain expeditiously.

3.  The Warehouse/Shipping Station and Warehouseman/Shipper must conform to the
    uniform requirements of the Exchange as to location, accessibility and
    suitability as may be prescribed in the Rules and Regulations of the
    Exchange.

                          AGREEMENTS OF WAREHOUSEMAN

The Warehouseman/Shipper expressly agrees:

(1) that all grain tendered in satisfaction of futures contracts shall be
    weighed by an Official Weigher. An Official Weigher shall be a person or
    agency approved by the Exchange.
(2) that all warehouse receipts/shipping certificates shall be registered with
    the Registrar of the Exchange.
(3) to abide by all of the Rules and Regulations of the Exchange relating to the
    warehousing or shipping of commodities deliverable in satisfaction of
    futures contracts and the delivery thereof in satisfaction of futures
    contracts.
(4) that the Exchange may cancel said declaration of regularity, if granted, for
    any breach of said agreements.
(5) that the signing of this application constitutes a representation that the
    conditions of regularity are complied with and will be observed during the
    life of the declaration of regularity and, if found to be untrue, the
    Exchange shall have the right to cancel said declaration of regularity
    immediately.
(6) to be subject to the Association's Rules and Regulations pertaining to
    arbitration procedures, as set forth in Chapter 6, and with respect to
    compliance with Rules and Regulations pertaining to regularity, to be
    subject to the Association's Rules and Regulations pertaining to
    disciplinary procedures, as set forth in Chapter 5; and to abide by and
    perform any disciplinary decision imposed upon it or any arbitration award
    issued against it pursuant to such Rules and Regulations.
(7) to consent to the disciplinary jurisdiction of the exchange for five years
    after regularity lapses for conduct pertaining to regularity which occurred
    while the warehouse/shipper was regular.



                                                         _______________________
                                                                  Company
                                                       By_______________________
                                                                   Title
Bond in the amount of________________ duly filed         _______________________
                                                                   Date
                                                         _______________________
                                                                 Secretary

This application is approved and a declaration of regularity is granted by the
Board of Trade of the City of Chicago.
_________________________________
Date
                                                         _______________________
                                                                 Secretary
                                                             1622  (03/01/00)

1086.01  Federal Warehouses - In compliance with Section 5a, subparagraph (7)
of Commodity Exchange Act, receipts for grain stored in elevators (listed as
Federally licensed in Appendices 10A, 10B, 10C, 10D and 10E) licensed under the
United States Warehouse Act of August 11, 1916, as amended will be deliverable
in satisfaction of futures contracts. 1829  (09/01/94)



                                     1033


================================================================================
Chapter 10C
Corn Futures
================================================================================

                 
     Ch10C Trading Conditions........................................................................
          C1001.01       Application of Regulations..................................................
          C1004.01       Unit of Trading.............................................................
          C1005.01       Months Traded in............................................................
          C1006.01       Price Basis.................................................................
          C1007.01       Hours of Trading............................................................
          C1008.01       Trading Limits..............................................................
          C1009.01       Last Day of Trading.........................................................
          C1010.01       Margin Requirements.........................................................
          C1012.01       Position Limits and Reportable Positions....................................

     Ch10C Delivery Procedures.......................................................................
          C1036.00       Grade Differentials.........................................................
          C1036.01       Location Differentials......................................................
          C1038.01       Grades......................................................................
          C1041.01       Delivery Points.............................................................
          C1043.01       Deliveries..................................................................
          C1043.02       Registration of Corn Shipping Certificates..................................
          C1046.01       Location for Buying or Selling Delivery Instruments.........................
          C1047.01       Delivery Notices............................................................
          C1048.01       Method of Delivery..........................................................
          C1049.01       Time of Delivery, Payment, Form of Delivery Notice..........................
          C1049.02       Time of Issuance of Delivery Notice.........................................
          C1049.03       Buyer's Report of Eligibility to Receive Delivery...........................
          C1049.04       Seller's Invoice to Buyers..................................................
          C1049.05       Payment.....................................................................
          C1050.01       Duties of Members...........................................................
          C1051.01       Office Deliveries Prohibited................................................
          C1054.01       Failure to Accept Delivery..................................................
          C1056.01       Payment of Premium Charges..................................................

     Ch10C Regularity of Issuers of Shipping Certificates............................................
          C1081.01       Regularity of Warehouses and Issuers of Shipping Certificates...............
          C1081.01A      Inspection..................................................................
          C1081.01B      Billing When Grain is Loaded Out............................................
          C1081.01C      Car of Specified Capacity...................................................
          C1082.01       Insurance...................................................................
          C1083.01       Variation Allowed...........................................................
          C1083.02       Excess or Deficiency in Quantity............................................
          C1084.01       Revocation, expiration or Withdrawal of Regularity..........................
          C1085.01       Application for Declaration of Regularity...................................
          C1086.01       Federal Warehouses..........................................................

     

Ch10C  Trading Conditions

C1001.01  Application of Regulations - Transactions in Corn futures shall be
subject to the General Rules of the Association as far as applicable and shall
also be subject to Regulations contained in this chapter which are exclusively
applicable to trading in Corn. (08/01/98)

C1004.01 Unit of Trading - (see 1004.00) (08/01/98)

C1005.01 Months Traded in - (see 1005.01A) (08/01/98)

C1006.01 Price Basis - (see 1006.00 and 1006.01) (08/01/98)

C1007.01 Hours of Trading - (see 1007.00 and 1007.02) (08/01/98)

C1008.01 Trading Limits - (see 1008.01 and 1008.02) (08/01/98)

C1009.01 Last Day of Trading - (see 1009.02) (08/01/98)

C1010.01 Margin Requirements - (see 431.03) (08/01/98)

C1012.01 Position Limits and Reportable Positions - (see 425.01) (08/01/98)

                                     1001C


Ch10C  Delivery Procedures

C1036.00  Grade Differentials - (see 1036.00) (08/01/98)

C1036.01  Location Differentials - Corn for shipment from regular shipping
stations located within the Chicago Switching District or the Burns Harbor,
Indiana Switching District may be delivered in satisfaction of Corn futures
contracts at contract price, subject to the differentials for class and grade
outlined above. Corn for shipment from regular shipping stations located within
the Lockport-Seneca Shipping District may be delivered in satisfaction of Corn
futures contracts at a premium of 2 cents per bushel over contract price,
subject to the differentials for class and grade outlined above. Corn for
shipment from regular shipping stations located within the Ottawa-Chillicothe
Shipping District may be delivered in satisfaction of Corn futures contracts at
a premium of 2 1/2 cents per bushel over contract price, subject to the
differentials for class and grade outlined above. Corn for shipment from regular
shipping stations located within the Peoria-Pekin Shipping District may be
delivered in satisfaction of Corn futures contracts at a premium of 3 cents per
bushel over contract price, subject to the differentials for class and grade
outlined above. (08/01/98)

C1038.01  Grades- (see 1038.00 and 1038.01) (08/01/98)

*C1041.01 Delivery Points - Corn Shipping Certificates shall specify shipment
from one of the warehouses or shipping stations currently regular for delivery
and located in one of the following territories:

     A.   Chicago and Burns Harbor, Indiana Switching District - When used in
          these Rules and Regulations, the Chicago Switching District will be
          that area geographically defined by Tariff ICC WTL 8020-Series and
          that portion of the Illinois Waterway at or above river mile 304 which
          includes the Calumet Sag Channel and the Chicago Sanitary & Ship
          Canal. When used in these Rules and Regulations, Burns Harbor, Indiana
          Switching District will be that area geographically defined by the
          boundaries of Burns Waterway Harbor at Burns Harbor, Indiana which is
          owned and operated by the Indiana Port Commission.

     B.   Lockport-Seneca Shipping District - When used in these Rules and
          Regulations, the Lockport-Seneca Shipping District will be that
          portion of the Illinois Waterway below river mile 304 at the junction
          of the Calumet Sag Channel and the Chicago Sanitary & Ship Canal and
          above river mile 244.6 at the Marseilles Lock and Dam. [Shipping
          stations within the Lockport-Seneca District must deliver 5,000 bushel
          shipping certificates of a like kind and quality of grain in multiples
          of 55,000 bushels against the futures contracts.]

     C.   Ottawa-Chillicothe Shipping District - When used in these Rules and
          Regulations, the Ottawa-Chillicothe Shipping District will be that
          portion of the Illinois Waterway below river mile 244.6 at the
          Marseilles Lock and Dam and at or above river mile 170 between
          Chillicothe and Peoria, IL. [Shipping stations within the Ottawa-
          Chillicothe Shipping District must deliver 5,000 bushel shipping
          certificates of a like kind and quality of grain in multiples of
          55,000 bushels against the futures contracts.]

     D.   Peoria-Pekin Shipping District - When used in these Rules and
          Regulations, the Peoria-Pekin Shipping District will be that portion
          of the Illinois Waterway below river mile 170 between Chillicothe and
          Peoria, IL and at or above river mile 151 at Pekin, IL. [Shipping
          stations within the Peoria-Pekin Shipping District must deliver 5,000
          bushel shipping certificates of a like kind and quality of grain in
          multiples of 55,000 bushels against the futures contracts.] (12/01/00)

*Deletions bracketed for November 2001 and subsequent contracts.

C1043.01  Deliveries by Corn Shipping Certificate - (see 1043.01) (08/01/98)

C1043.02  Registration of Corn Shipping Certificates - (see 1043.02) (08/01/98)




C1046.01  Location for Buying or Selling Delivery - (see 1046.00A) (08/01/98)
          Instruments

C1047.01  Delivery Notices - (see 1047.01) (08//01/98)

C1048.01  Method of Delivery - (see 1048.01) (08/01/98)

C1049.01  Time of Delivery, Payment, Form of Delivery - (see 1049.00) (08/01/98)
          Notice

C1049.02  Time of Issuance of Delivery Notice - (see 1049.01) (08/01/98)

C1049.03  Buyer's Report of Eligibility to Receive Delivery' - (see 1049.02)
          (08/01/98)

C1049.04  Seller's Invoice to Buyers' - (see 1049.03) (08/01/98)

C1049.05  Payment - (see 1049.04) (08/01/98)

C1050.01  Duties of Members - (see 1050.00) (08/01/98)

C1051.01  Office Deliveries Prohibited - (see 1051.01)

C1054.01  Failure to Accept Delivery - (see 1054.00 and 1054.00A) (08/01/98)

*C1056.01 Payment of Premium Charges - To be valid for delivery on futures
contracts, all shipping certificates covering Corn under obligation for shipment
must indicate the applicable premium charge. No shipping certificates shall be
valid for delivery on futures contracts unless the premium charges on such Corn
shall have been paid up to and including the 18th calendar day of the preceding
month, and such payment endorsed on the shipping certificate. Unpaid accumulated
premium charges at the posted rate applicable to the warehouse or shipping
station where the grain under obligation for shipment shall be allowed and
credited to the buyer by the seller to and including day of delivery. Further,
no shipping certificate shall be valid for delivery if the shipping certificate
has expired prior to delivery or has an expiration date in the month in which
delivered.
If premium charges are not paid on-time up to and including the 18th calendar
day preceding the delivery months of March, July and September and by the first
calendar day of each of these delivery months, a late charge will apply. The
late charge will be an amount equal to the total unpaid accumulated premium
charges rate multiplied by the "prime interest rate" in effect on the day that
the accrued premium charges are paid plus a penalty of 5 percentage points, all
multiplied by the number of calendar days that premium is overdue, divided by
360 days. The terms "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois. The First National Bank of Chicago,
Harris Trust & Savings Bank, and the Northern Trust Company.

[The premium charges on Corn for delivery from regular shippers within the
Chicago switching district or the Burns Harbor, Indiana Switching District shall
not exceed 12/100 of one cent per bushel per day.]



[The premium charges on Corn for delivery from regular shippers within the
Lockport-Seneca Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

[The premium charges on Corn for delivery from regular shippers within the
Ottawa-Chillicothe Shipping District shall not exceed 10/100 of one cent per
bushel per day.]

[The premium charges on Corn for delivery from regular shippers within the
Ottawa-Chillicothe Shipping District shall not exceed 10/100 of one cent per
bushel per day.]

[The premium charges on Corn for delivery from regular shippers within the
Peoria-Pekin Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

The premium charges on Corn for delivery from regular shippers shall not exceed
-------------------------------------------------------------------------------
15/100 of one cent per bushel per day.  (12/01/00)
--------------------------------------

*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.



Ch10C  Regularity of Issuers of Shipping Certificates

*C1081.01 Regularity of Warehouses and Issuers of Shipping Certificates -Persons
operating grain warehouses or shippers who desire to have such warehouses or
shipping stations made regular for the delivery of grain under the Rules and
Regulations shall make application for an initial Declaration of Regularity on a
form prescribed by the Exchange prior to May 1, 1994, and every even year
thereafter, for a two-year term beginning July 1, 1994, and every even year
thereafter, and at any time during a current term for the balance of that term.
Regular grain warehouses or shippers who desire to increase their regular
capacity during a current term shall make application for the desired amount of
total regular capacity on the same form. Initial regularity for the current term
and increases in regularity shall be effective either thirty days after a notice
that a bona fide application has been received is posted on the floor or the
exchange, or the day after the application is approved by the Exchange,
whichever is later. Applications for a renewal of regularity shall be made prior
to May 1, 1994, and every even year thereafter, for the respective years
beginning July 1, 1994, and every even year thereafter, and shall be on the same
form.

     The following shall constitute the requirements and conditions for
     regularity:

     (1)  The warehouse or shipping station making application shall be
          inspected by the Registrar or the United States Department of
          Agriculture. Where application is made to list as regular a warehouse
          which is not regular at the time of such application, the applicant
          may be required to remove all grain from the warehouse and to permit
          the warehouse to be inspected and the grain graded, after which such
          grain may be returned to the warehouse and receipts issued therefor.

     The operator of a shipping station issuing Corn Shipping Certificates shall
          limit the number of Shipping Certificates issued to an amount not to
          exceed:

          (a)  [30] 20 times his registered total daily rate of loading barges,
                    --
               or in the case of Chicago, Illinois and Burns Harbor, Indiana
               -------------------------------------------------------------
               Switching Districts, his registered storage capacity,
               -----------------------------------------------------

          (b)  and a value greater than 25 percent of the operator's net
               ---
               worth[,] .
                        -

          [(c) and in the case of Chicago, Illinois and Burns Harbor, Indiana
               Switching Districts only, his registered storage capacity.]

The shipper issuing Corn Shipping Certificates shall register his total daily
          rate of loading barges at his maximum 8 hour loadout capacity in
          amount not less than:

     (a)  one barge per day at each shipping station within the Lockport-Seneca
          Shipping District, within the Ottawa-Chillicothe Shipping District,
          within the Peoria-Pekin Shipping District, within the Havana-Grafton
          Shipping District, and within the St. Louis-East St. Louis and Alton
          Switching Districts, and

     (b)  three barges per day at each shipping station in the Chicago, Illinois
          and Burns Harbor, Indiana Switching District.

     (2)  Shippers located in the Chicago, Illinois and Burns Harbor, Indiana
          Switching District shall be connected by railroad tracks with one or
          more railway lines.

10C81.01(3) through 10C81.01(12)G(8) - (see 1081.01(3) through 1081.01(12)G(8))


*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.



10C81.01(12)G(9) In the event that it has been announced that river traffic will
be obstructed for a period of fifteen days or longer as a result of one of the
conditions of impossibility listed in regulation 1081.01(12)(G)(8) and in the
event that the obstruction will affect a majority of regular shipping stations,
then the following barge load-out procedures for Corn shall apply to shipping
stations upriver from the obstruction:


          (a)  The maker and taker of delivery may negotiate mutually agreeable
               terms of performance.

          (b)  If the maker and/or the taker elect not to negotiate mutually
               agreeable terms of performance, then the maker is obligated to
               provide the same quantity and like quality of grain pursuant to
               the terms of the shipping certificate(s) with the following
               exceptions and additional requirements:

               (i)    The maker must provide loaded barge(s) to the taker on the
                      Illinois River between the lowest closed lock and St.
                      Louis, inclusive, or on the Mid-Mississippi River between
                      Lock 11 at Dubuque, Iowa and St. Louis, inclusive.

               (ii)   The loaded barge(s) provided to the taker must have a
                      value equivalent to C.I.F. NOLA, with the maker of
                      delivery responsible for the equivalent cost, insurance
                      and freight.

               (iii)  The taker of delivery shall pay the maker 18 cents per
                      bushel for Chicago and Burns Harbor Switching District
                      shipping certificates, 16 cents per bushel for Lockport-
                      Seneca District shipping certificates, 15 1/2 cents per
                      bushel for Ottawa-Chillicothe District shipping
                      certificates, and 15 cents per bushel for Peoria-Pekin
                      District shipping certificates, as a reimbursement for the
                      cost of barge freight.

               (c)    In the event that the obstruction or condition of
                      impossibility listed in regulation 1081.01(12)(G)(8) will
                      affect a majority of regular shipping stations, but no
                      announcement of the anticipated period of obstruction is
                      made, then shipment may be delayed for the number of days
                      that such impossibility prevails.

10C81.01(13) Location - For the delivery of Corn, regular warehouses or shipping
stations may be located within the Chicago Switching District or within the
Burns Harbor, Indiana Switching District or within the Lockport-Seneca Shipping
District or within the Ottawa-Chillicothe Shipping District or within the
Peoria-Pekin Shipping District.

          No such warehouse or shipping station within the Chicago Switching
District shall be declared regular unless it is conveniently approachable by
vessels of ordinary draft and has customary shipping facilities. Ordinary draft
shall be defined as the lesser of (1) channel draft as recorded in the Lake
Calumet Harbor Draft Gauge, as maintained by the Corps of Engineers, U.S. Army,
minus one (1) foot, or (2) 20 feet.

Delivery in Burns Harbor must be made "in store" in regular elevators or by
shipping certificate at regular shipping stations providing water loading
facilities and maintaining water depth equal to normal seaway draft of 27 feet.

In addition, deliveries of grain may be made in regular elevators or shipping
stations within the Burns Harbor Switching District PROVIDED that:

          (a)  When grain represented by shipping certificates is ordered out
               for shipment by a barge, it will be the obligation of the party
               making delivery to protect the barge freight rate from the
               Chicago Switching District (i.e. the party making delivery and
               located in the Burns Harbor Switching District will pay the party
               taking delivery an amount equal to all expenses for the movement
               of the barge from the Chicago Switching District, to the Burns
               Harbor Switching District and the return movement back to the
               Chicago Switching District).



           If inclement weather conditions make the warehouse or shipping
           station located in the Burns Harbor Switching District unavailable
           for barge loadings for a period of five or more calendar days, the
           party making delivery will make grain available on the day following
           this five calendar day period to load into a barge at one mutually
           agreeable water warehouse or shipping station located in the Chicago
           Switching District; PROVIDED that the party making delivery is
           notified on the first day of that five-day period of inclement
           weather that the barge is available for movement but cannot be moved
           from the Chicago Switching District to the Burns Harbor Switching
           District, and is requested on the last day of this five day calendar
           period in which the barge cannot be moved.

      (b)  When grain represented by shipping certificates is ordered out for
           shipment by vessel, and the party taking delivery is a recipient of a
           split delivery of grain between a warehouse or shipping station
           located in Burns Harbor and a warehouse or shipping station in
           Chicago, and the grain in the Chicago warehouse or shipping station
           will be loaded onto this vessel; it will be the obligation of the
           party making delivery at the request of the party taking delivery to
           protect the holder of the shipping certificates against any
           additional charges resulting from loading at one berth in the Burns
           Harbor Switching District and at one berth in the Chicago Switching
           District as compared to a single berth loading at one location. The
           party making delivery, at his option, will either make the grain
           available at one water warehouse or shipping station operated by the
           party making delivery and located in the Chicago Switching District
           for loading onto the vessel, make grain available at the warehouse or
           shipping station in Burns Harbor upon the surrender of shipping
           certificates issued by other regular elevators or shipping stations
           located in the Chicago Switching District at the time vessel loading
           orders are issued, or compensate the party taking delivery in an
           amount equal to all applicable expenses, including demurrage charges,
           if any, for the movement of the vessel between a berth in the other
           switching district. On the day that the grain is ordered out for
           shipment by vessel, the party making delivery will declare the
           regular warehouse or shipping station in which the grain will be
           available for loading.

           Delivery within the Lockport-Seneca Shipping District or within the
           Ottawa-Chillicothe Shipping District or within the Peoria-Pekin
           Shipping District or within the Havana-Grafton Shipping District must
           be made at regular shipping stations providing water loading
           facilities and maintaining water depth equal to the draft of the
           Illinois River maintained by the Corps of Engineers.

10C81.01(14) Billing - (see 1081.01(14)A and 1081.01(14)F)

10C81.01(15) through 10C81.01(17) - (see 1081.01(15) through 1081.01(17))
(12/01/00)

C1081.01A Inspection - (see 1081.01A) (08/01/98)

C1081.01B Billing When Grain is Loaded Out - (see 1081.01B) (08/01/98)

C1081.01C Car of Specified Capacity - (see 1081.01C) (08/01/98)

C1082.01  Insurance - (see 1082.00) (08/01/98)

C1083.01  Variation Allowed - (see 1083.00) (08/01/98)

C1083.02  Excess or Deficiency in Quantity - (see 1083.01) (08/01/98)

C1084.01  Revocation, Expiration or Withdrawal of Regularity - (see 1084.01)
(08/01/98)

C1085.01  Application for Declaration of Regularity - (see 1085.01) (08/01/98)

C1086.01  Federal Warehouses - (see 1086.01) (08/01/98)




=============================================================================================
Chapter 10S
Soybean Futures
=============================================================================================
                                                                                     
     Ch10S Trading Conditions..........................................................
         S1001.01   Application of Regulations.........................................
         S1004.01   Unit of Trading....................................................
         S1005.01   Months Traded in...................................................
         S1006.01   Price Basis........................................................
         S1007.01   Hours of Trading...................................................
         S1008.01   Trading Limits.....................................................
         S1009.01   Last Day of Trading................................................
         S1010.01   Margin Requirements................................................
         S1012.01   Position Limits and Reportable Positions...........................

     Ch10S Delivery Procedures.........................................................
         S1036.00   Grade Differentials................................................
         S1036.01   Location Differentials.............................................
         S1038.01   Grades.............................................................
         S1041.01   Delivery Points....................................................
         S1043.01   Deliveries.........................................................
         S1043.02   Registration of Soybean Shipping Certificates......................
         S1046.01   Location for Buying or Selling Delivery Instruments................
         S1047.01   Delivery Notices...................................................
         S1048.01   Method of Delivery.................................................
         S1049.01   Time of Delivery, Payment, Form of Delivery Notice.................
         S1049.02   Time of Issuance of Delivery Notice................................
         S1049.03   Buyer's Report of Eligibility to Receive
                    Delivery...........................................................
         S1049.04   Seller's Invoice to Buyers.........................................
         S1049.05   Payment............................................................
         S1050.01   Duties of Members..................................................
         S1051.01   Office Deliveries Prohibited.......................................
         S1054.01   Failure to Accept Delivery.........................................
         S1056.01   Payment of Premium Charges.........................................

     Ch10S Regularity of Issuers of Shipping...........................................
         S1081.01   Regularity of Warehouses and Issuers of Shipping Certificates......
         S1081.01A  Inspection.........................................................
         S1081.01B  Billing When Grain is Loaded Out...................................
         S1081.01C  Car of Specified Capacity..........................................
         S1082.01   Insurance..........................................................
         S1083.01   Variation Allowed..................................................
         S1083.02   Excess or Deficiency in Quantity...................................
         S1084.01   Revocation, expiration or Withdrawal of Regularity.................
         S1085.01   Application for Declaration of Regularity..........................
         S1086.01   Federal Warehouses.................................................





================================================================================
Chapter 10S
Soybean Futures
================================================================================

Ch10S Trading Conditions

S1001.01  Application of Regulations - Transactions in Soybean futures shall be
subject to the General Rules of the Association as far as applicable and shall
also be subject to Regulations contained in this chapter which are exclusively
applicable to trading in Soybeans.

S1004.01  Unit of Trading - (see 1004.00) (08/01/98)

S1005.01  Months Traded in - (see 1005.01A) (08/01/98)

S1006.01  Price Basis - (see 1006.00 and 1006.01) (08/01/98)

S1007.01  Hours of Trading - (see 1007.00 and 1007.02) (08/01/98)

S1008.01  Trading Limits - (see 1008.01 and 1008.02) (08/01/98)

S1009.01  Last Day of Trading - (see 1009.02) (08/01/98)

S1010.01  Margin Requirements - (see 431.03) (08/01/98)

S1012.01  Position Limits and Reportable Positions - (see 425.01) (08/01/98)



                           Ch10S Delivery Procedures
                          -------------------------

S1036.00    Grade Differentials - (see 1036.00) (08/01/98)

S1036.01    Location Differentials - Soybeans for shipment from regular
shipping stations located within the Chicago Switching District or the Burns
Harbor, Indiana Switching District may be delivered in satisfaction of
Soybean futures contracts at contract price, subject to the differentials for
class and grade outlined above. Soybeans for shipment from regular shipping
stations located within the Lockport-Seneca Shipping District may be
delivered in satisfaction of soybean futures contracts at a premium of 2
cents per bushel over contract price, subject to the differentials for class
and grade outlined above. Soybeans for shipment from regular shipping
stations located within the Ottawa-Chillicothe Shipping District may be
delivered in satisfaction of Soybean futures contracts at a premium of 2 1/2
cents per bushel over contract price, subject to the differentials for class
and grade outlined above. Soybeans for shipment from regular shipping
stations located within the Peoria-Pekin Shipping District may be delivered
in satisfaction of Soybean futures contracts at a premium of 3 cents per
bushel over contract price, subject to the differentials for class and grade
outlined above. Soybeans for shipment from regular shipping stations located
within the Havana-Grafton Shipping District may be delivered in satisfaction
of soybean futures contracts at a premium of 3 1/2 cents per bushel over
contract price, subject to the differentials for class and grade outlined
above. Soybeans for shipment from regular shipping stations located in the
St. Louis-East St. Louis and Alton Switching Districts may be delivered in
satisfaction of Soybean futures contracts at a premium of 6 cents per bushel
over contract price, subject to the differentials for class and grade
outlined above. (08/01/98)


S1038.01  Grades - (see 1038.00 and 1038.01) (08/01/98)

*S1041.01 Delivery Points - Soybean Shipping Certificates shall specify shipment
from one of the warehouses or shipping stations currently regular for delivery
and located in one of the following territories:

     A.   Chicago and Burns Harbor, Indiana Switching District - When used in
          these Rules and Regulations, the Chicago Switching District will be
          that area geographically defined by Tariff ICC WTL 8020-Series and
          that portion of the Illinois Waterway at or above river mile 304 which
          includes the Calumet Sag Channel and the Chicago Sanitary & Ship
          Canal.  When used in these Rules and Regulations, Burns Harbor,
          Indiana Switching District will be that area geographically defined by
          the boundaries of Burns Waterway Harbor at Burns Harbor, Indiana which
          is owned and operated by the Indiana Port Commission.

     B.   Lockport-Seneca Shipping District - When used in these Rules and
          Regulations, the Lockport-Seneca Shipping District will be that
          portion of the Illinois Waterway below river mile 304 at the junction
          of the Calumet Sag Channel and the Chicago Sanitary & Ship Canal and
          above river mile 244.6 at the Marseilles Lock and Dam.  [Shipping
          stations within the Lockport-Seneca District must deliver  5,000
          bushel shipping certificates of a like kind and quality of grain in
          multiples of 55,000 bushels against the futures contracts.]


C.        Ottawa-Chillicothe Shipping District - When used in these Rules and
          Regulations, the Ottawa-Chillicothe Shipping District will be that
          portion of the Illinois Waterway below river mile 244.6 at the
          Marseilles Lock and Dam and at or above river mile 170 between
          Chillicothe and Peoria, IL. [Shipping stations within the Ottawa-
          Chillicothe Shipping District must deliver 5,000 bushel shipping
          certificates of a like kind and quality of grain in multiples of
          55,000 bushels against the futures contracts.]

*Deletions bracketed for November 2001 and subsequent contracts.



                           Ch10S Delivery Procedures
                          -------------------------


     D.   Peoria-Pekin Shipping District - When used in these Rules and
          Regulations, the Peoria-Pekin Shipping District will be that portion
          of the Illinois Waterway below river mile 170 between Chillicothe and
          Peoria, IL and at or above river mile 151 at Pekin, IL.  [Shipping
          stations within the Peoria-Pekin Shipping District must deliver 5,000
          bushel shipping certificates of a like kind and quality of grain in
          multiples of 55,000 bushels against the futures contracts.]

     E.   Havana-Grafton Shipping District - When used in these Rules and
          Regulations, the Havana-Grafton Shipping District will be that portion
          of the Illinois Waterway below river mile 151 at Pekin, IL to river
          mile 0 at Grafton, IL.  [Shipping stations within the Havana-Grafton
          Shipping District must deliver 5,000 bushel shipping certificates of a
          like kind and quality of grain in multiples of 55,000 bushels against
          the futures contracts.]

     F.   St. Louis-East St. Louis and Alton Switching Districts - When used in
          these Rules and Regulations, St. Louis-East St. Louis and Alton
          Switching Districts will be that portion of the upper Mississippi
          River below river mile 218 at Grafton, IL and above river mile 170 at
          Jefferson Barracks Bridge in south St. Louis, MO.  [Shipping stations
          on the St. Louis-East St. Louis and Alton Switching Districts must
          deliver 5,000 bushel shipping certificates of a like kind and quality
          of grain in multiples of 55,000 bushels against the futures
          contracts.]  (12/01/00)

S1043.01  Deliveries by Soybean Shipping Certificate - (see 1043.01)  (08/01/98)

S1043.02  Registration of Soybean Shipping Certificates - (see 1043.02)
(08/01/98)



S1046.01  Location for Buying or Selling Delivery Instruments - (see 1046.00A)
(08/01/98)

S1047.01  Delivery Notices - (see 1047.01) (08//01/98)

S1048.01  Method of Delivery - (see 1048.01) (08/01/98)

S1049.01  Time of Delivery, Payment, Form of Delivery Notice - (see 1049.00)
(08/01/98)

S1049.02  Time of Issuance of Delivery Notice - (see 1049.01) (08/01/98)

S1049.03  Buyer's Report of Eligibility to Receive Delivery - (see 1049.02)
(08/01/98)

S1049.04  Seller's Invoice to Buyers - (see 1049.03) (08/01/98)

S1049.05  Payment - (see 1049.04) (08/01/98)

S1050.01  Duties of Members - (see 1050.00) (08/01/98)

S1051.01  Office Deliveries Prohibited - (see 1051.01)

S1054.01  Failure to Accept Delivery - (see 1054.00 and 1054.00A) (08/01/98)

*S1056.01 Payment of Premium Charges - To be valid for delivery on futures
contracts, all shipping certificates covering Soybeans under obligation for
shipment must indicate the applicable premium charge. No shipping certificates
shall be valid for delivery on futures contracts unless the premium charges on
such Soybeans shall have been paid up to and including the 18th calendar day of
the preceding month, and such payment endorsed on the shipping certificate.
Unpaid accumulated



                           Ch10S Delivery Procedures
                           -------------------------

premium charges at the posted rate applicable to the warehouse or shipping
station where the grain under obligation for shipment shall be allowed and
credited to the buyer by the seller to and including day of delivery. Further,
no shipping certificate shall be valid for delivery if the shipping certificate
has expired prior to delivery or has an expiration date in the month in which
delivered.


If premium charges are not paid on-time up to and including the 18th calendar
day preceding the delivery months of March, July and September and by the first
calendar day of each of these delivery months, a late charge will apply.  The
late charge will be an amount equal to the total unpaid accumulated premium
charges rate multiplied by the "prime interest rate" in effect on the day that
the accrued premium charges are paid plus a penalty of 5 percentage points, all
multiplied by the number of calendar days that premium is overdue, divided by
360 days.  The terms "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois, Bank One, Harris Trust & Savings Bank,
and the Northern Trust Company.

[The premium charges on Soybeans for delivery from regular shippers within the
Chicago switching district or the Burns Harbor, Indiana Switching District shall
not exceed 12/100 of one cent per bushel per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Lockport-Seneca Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Ottawa-Chillicothe Shipping District shall not exceed 10/100 on one cent per
bushel per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Peoria-Pekin Shipping District shall not exceed 10/100 of one cent per bushel
per day.]

[The premium charges on Soybeans for delivery from regular shippers within the
Havana-Grafton Shipping District shall not exceed 10/100 of one cent per
bushel.]

[The premium charges on Soybeans for delivery from regular shippers in the St.
Louis-East St. Louis and Alton Switching Districts shall not exceed 10/100 of
one cent per bushel per day.]

The premium charges on Soybeans for delivery from regular shippers shall not
----------------------------------------------------------------------------
exceed 15/100 of one cent per bushel per day. (06/01/01)
---------------------------------------------

*Additions underlined; deletions bracketed for November 2001 subsequent
contracts.



                           Ch10S Delivery Procedures
                           -------------------------

Ch10S  Regularity of Issuers of Shipping

*S1081.01 Regularity of Warehouses and Issuers of Shipping Certificates -
Persons operating grain warehouses or shippers who desire to have such
warehouses or shipping stations made regular for the delivery of grain under the
Rules and Regulations shall make application for an initial Declaration of
Regularity on a form prescribed by the Exchange prior to May 1, 1994, and every
even year thereafter, for a two-year term beginning July 1, 1994, and every even
year thereafter, and at any time during a current term for the balance of that
term. Regular grain warehouses or shippers who desire to increase their regular
capacity during a current term shall make application for the desired amount of
total regular capacity on the same form. Initial regularity for the current term
and increases in regularity shall be effective either thirty days after a notice
that a bona fide application has been received is posted on the floor or the
exchange, or the day after the application is approved by the Exchange,
whichever is later. Applications for a renewal of regularity shall be made prior
to May 1, 1994, and every even year thereafter, for the respective years
beginning July 1, 1994, and every even year thereafter, and shall be on the same
form.

     The following shall constitute the requirements and conditions for
regularity:

     (1)  The warehouse or shipping station making application shall be
          inspected by the Registrar or the United States Department of
          Agriculture.  Where application is made to list as regular a warehouse
          which is not regular at the time of such application, the applicant
          may be required to remove all grain from the warehouse and to permit
          the warehouse to be inspected and the grain graded, after which such
          grain may be returned to the warehouse and receipts issued therefor.

     The operator of a shipping station issuing Soybean Shipping Certificates
     shall limit the number of Shipping Certificates issued to an amount not to
     exceed:

          (a)  [30] 20 times his registered total daily rate of loading barges,
                    --
               or in the case of Chicago, Illinois and Burns Harbor, Indiana
               -------------------------------------------------------------
               Switching Districts, his registered storage capacity,
               -----------------------------------------------------

          (b)  and a value greater than 25 percent of the operator's net worth
               ---
               [,] .
                   -

          [(c) and in the case of Chicago, Illinois and Burns Harbor, Indiana
               Switching Districts only, his registered storage capacity.]

     The shipper issuing Soybean Shipping Certificates shall register his total
     daily rate of loading barges at his maximum 8 hour loadout capacity in
     amount not less than:

     (a)  one barge per day at each shipping station within the Lockport-Seneca
          Shipping District, within the Ottawa-Chillicothe Shipping District,
          within the Peoria-Pekin Shipping District, within the Havana-Grafton
          Shipping District, and within the St. Louis-East St. Louis and Alton
          Switching Districts, and

     (b)  three barges per day at each shipping station in the Chicago, Illinois
          and Burns Harbor, Indiana Switching District.

     (2)  Shippers located in the Chicago, Illinois and Burns Harbor, Indiana
          Switching District shall be connected by railroad tracks with one or
          more railway lines.

10S81.01(3) through 10S81.01(12)G(8) - (see 1081.01(3) through 1081.01(12)G(8))


*Additions underlined; deletions bracketed for November 2001 and subsequent
contracts.



                           Ch10S Delivery Procedures
                          -------------------------

10S81.01(12)G(9)    In the event that it has been announced that river traffic
will be obstructed for a period of fifteen days or longer as a result of one of
the conditions of impossibility listed in regulation 1081.01(12)(G)(8) and in
the event that the obstruction will affect a majority of regular shipping
stations, then the following barge load-out procedures for soybeans shall apply
to shipping stations upriver from the obstruction:

                    (a)  The maker and taker of delivery may negotiate mutually
                         agreeable terms of performance.

                    (b)  If the maker and/or the taker elect not to negotiate
                         mutually agreeable terms of performance, then the maker
                         is obligated to provide the same quantity and like
                         quality of grain pursuant to the terms of the shipping
                         certificate(s) with the following exceptions and
                         additional requirements:

                         (i)    The maker must provide loaded barge(s) to the
                                taker on the Illinois River between the lowest
                                closed lock and St. Louis, inclusive, or on the
                                Mid-Mississippi River between Lock 11 at
                                Dubuque, Iowa and St. Louis, inclusive.

                         (ii)   The loaded barge(s) provided to the taker must
                                have a value equivalent to C.I.F. NOLA, with the
                                maker of delivery responsible for the equivalent
                                cost, insurance and freight.

                         (iii)  The taker of delivery shall pay the maker 18
                                cents per bushel for Chicago and Burns Harbor
                                Switching District shipping certificates, 16
                                cents per bushel for Lockport-Seneca District
                                shipping certificates, 15 1/2 cents per bushel
                                for Ottawa-Chillicothe District shipping
                                certificates, 15 cents per bushel for Peoria-
                                Pekin District shipping certificates, and 14 1/2
                                cents per bushel for Havana-Grafton District
                                shipping certificates as a reimbursement for the
                                cost of barge freight.

                    (c)  In the event that the obstruction or condition of
                         impossibility listed in regulation 1081.01(12)(G)(8)
                         will affect a majority of regular shipping stations,
                         but no announcement of the anticipated period of
                         obstruction is made, then shipment may be delayed for
                         the number of days that such impossibility prevails.

10S81.01(13)   Location - For the delivery of Soybeans, regular warehouses or
shipping stations may be located within the Chicago Switching District or within
the Burns Harbor, Indiana Switching District or within the Lockport-Seneca
Shipping District or within the Ottawa-Chillicothe Shipping District or within
the Peoria-Pekin Shipping District or within the Havana-Grafton Shipping
District or in the St. Louis-East St. Louis and Alton Switching Districts.

        No such warehouse or shipping station within the Chicago Switching
        District shall be declared regular unless it is conveniently
        approachable by vessels of ordinary draft and has customary shipping
        facilities.  Ordinary draft shall be defined as the lesser of (1)
        channel draft as recorded in the Lake Calumet Harbor Draft Gauge, as
        maintained by the Corps of Engineers, U.S. Army, minus one (1) foot, or
        (2) 20 feet.

        Delivery in Burns Harbor must be made "in store" in regular elevators or
        by shipping certificate at regular shipping stations providing water
        loading facilities and maintaining water depth equal to normal seaway
        draft of 27 feet.

        In addition, deliveries of grain may be made in regular elevators or
        shipping stations within the Burns Harbor Switching District PROVIDED
        that:

        (a) When grain represented by shipping certificates is ordered out for
            shipment by a barge, it will be the obligation of the party making
            delivery to protect the barge freight rate from the Chicago
            Switching District (i.e. the party making delivery and located in
            the Burns Harbor Switching District will pay the party taking
            delivery an amount equal to all expenses for the movement of the
            barge from the Chicago Switching District, to the Burns Harbor
            Switching District and the return movement back to the Chicago
            Shipping District).

            If inclement weather conditions make the warehouse or shipping
            station located in the Burns Harbor Switching District unavailable
            for a period of five or more calendar days, the party making the
            delivery will make grain available on the day following this five
            calendar day period to load into a barge at one mutually agreeable
            water warehouse or shipping station located in the Chicago Switching
            District; PROVIDED that the party making delivery is notified on the
            first day of that five-day period of inclement weather that the
            barge is available for movement but cannot be moved form the Chicago
            Switching District to the Burns Harbor Switching District, and is
            requested on the last day of this five day calendar period in which
            the barge cannot be moved.

        (b) When grain represented by shipping certificates is ordered out for
            shipment by vessel, and the party taking delivery is a recipient of
            a split delivery of grain between a warehouse or shipping station
            located in Burns Harbor and a warehouse or shipping station in
            Chicago, and the grain in the Chicago warehouse or shipping station
            will be loaded onto this vessel; it will be the obligation of the
            party making delivery at the request of the party taking delivery to
            protect the holder of the shipping certificates against any
            additional charges resulting from loading at one berth in the Burns
            Harbor Switching District and at one berth in the Chicago Switching
            District as compared to a single berth loading at one location. The
            party making delivery, at his option, will either make the grain
            available at one water warehouse or shipping station operated by the
            party making delivery and located in the Chicago Switching District
            for loading onto the vessel, make grain available at the warehouse
            or shipping station in Burns Harbor upon the surrender of shipping
            certificates issued by other regular elevators or shipping stations
            located in the Chicago Switching District at the time vessel loading
            orders are issued, or compensate the party taking delivery in an
            amount equal to all applicable expenses, including demurrage
            charges, if any, for the movement of the vessel between a berth in
            the other switching district. On the day that the grain is ordered
            out for shipment by vessel, the party making delivery will declare
            the regular warehouse or shipping station in which the grain will be
            available for loading.

            Delivery within the Lockport-Seneca Shipping District or within the
            Ottawa-Chillicothe Shipping District or within the Peoria-Pekin
            Shipping District or within the Havana-Grafton Shipping District
            must be made at regular shipping stations providing water loading
            facilities and maintaining water depth equal to the draft of the
            Illinois River maintained by the Corps of Engineers.

            Delivery in the St. Louis-East St. Louis and Alton Switching
            District must be made at regular shipping stations providing water
            loading facilities and maintaining water depth equal to the draft of
            the Mississippi River maintained by the Corps of Engineers.
            (12/01/00)

10S81.01(14) Billing - (see 1081.01(14)A and 1081.01(14)F)

10S81.01(15) through 10S81.01(17) - (see 1081.01(15) through 1081.01(17))
(12/01/00)

S1081.01A   Inspection - (see 1081.01A) (08/01/98)

S1081.01B   Billing When Grain is Loaded Out - (see 1081.01B) (08/01/98)

S1081.01C   Car of Specified Capacity - (see 1081.01C) (08/01/98)

S1082.01    Insurance - (see 1082.00) (08/01/98)

                    Ch10S Regularity of Issuers of Shipping
                    ---------------------------------------

S1083.01  Variation Allowed - (see 1083.00) (08/01/98)
S1083.02  Excess or Deficiency in Quantity - (see 1083.01) (08/01/98)
S1084.01  Revocation, Expiration or Withdrawal of Regularity - (see 1084.01)
          (08/01/98)
S1085.01  Application for Declaration of Regularity - (see 1085.01) (08/01/98)
S1086.01  Federal Warehouses - (see 1086.01) (08/01/98)


S1086.01 Federal Warehouses - (see 1086.01) (08/01/98)

                                     1009S


================================================================================
Chapter 11
Soybean Oil
================================================================================


                                                                               
   Ch11 Trading Conditions......................................................  1103
        1101.00  Authority......................................................  1103
        1102.01  Application of Regulations.....................................  1103
        1104.01  Unit of Trading................................................  1103
        1105.01  Months Traded In...............................................  1103
        1106.01  Price Basis....................................................  1103
        1107.01  Hours of Trading...............................................  1103
        1108.01  Trading Limits.................................................  1103
        1108.01A Trading Limits.................................................  1103
        1109.01  Last Day of Trading............................................  1103
        1109.02  Trading in the Last Seven Business Days of the Delivery Month..  1103
        1110.01  Margin Requirements............................................  1103
        1111.01  Disputes.......................................................  1103
        1112.01  Position Limits and Reportable Positions.......................  1103

   Ch11 Delivery Procedures.....................................................  1104
        1136.01  Standards......................................................  1104
        1136.02  United States Origin Only......................................  1104
        1137.01  Official Chemist's Certificates................................  1104
        1138.01  Sampling.......................................................  1104
        1139.01  Weighing.......................................................  1105
        1140.01  Grading........................................................  1105
        1141.01  Delivery Points................................................  1105
        1142.01  Deliveries By Warehouse Receipts...............................  1106
        1143.01  Registration of Warehouse Receipts.............................  1106
        1144.01  Receipt Format.................................................  1107
        1145.01  Lost or Destroyed Negotiable Warehouse Receipts................  1108
        1146.01  Date of Delivery...............................................  1108
        1147.00  Delivery Notice................................................  1108
        1147.01  Delivery Notices...............................................  1108
        1148.00  Method of Delivery.............................................  1108
        1149.00  Time of Delivery, Payment, Form of Delivery Notice.............  1108
        1149.02  Buyers' Report of Eligibility to Receive Delivery..............  1108
        1149.03  Sellers' Invoice to Buyers.....................................  1108
        1149.04  Payment........................................................  1108
        1150.00  Duties of Members..............................................  1108
        1151.01  Office Deliveries Prohibited...................................  1108
        1154.00  Failure to Accept Delivery.....................................  1108
        1156.01  Storage Charges................................................  1108
        1156.02  Storage, Car Rental, Etc.......................................  1108
        1156.03  Fees...........................................................  1109
        1156.04  Loading Charges................................................

   Ch11 Regularity of Warehouses................................................  1110
        1180.01  Duties of Warehouse Operators..................................  1110
        1180.01A Responsibility for Furnishing Tank Cars........................  1111
        1180.01B Car Ready for Loading..........................................  1111
        1180.01C Transit vs. Flat Rate Billing..................................  1112
        1180.01D Freight Differentials..........................................  1112
        1180.02  Transit Billing................................................  1112
        1180.03  Freight Charges................................................  1112
        1181.01  Conditions of Regularity.......................................  1112
        1181.02  Leasing and Service Arrangements...............................  1113
        1184.01  Revocation, Expiration or Withdrawal of Regularity.............  1113


                                      1101


                                                                               
        1185.01  Application for Declaration of Regularity......................  1114
        1186.01  Regular Shippers...............................................  1115




                                      1102


================================================================================
Chapter 11
Soybean Oil
================================================================================

Ch11 Trading Conditions

1101.00  Authority - On or after January 30, 1950, trading in Crude Soybean Oil
futures may be conducted under such terms and conditions as may be prescribed by
Regulation. 801 (09/01/94)

1102.01  Application of Regulations - Transactions in Crude Soybean Oil futures
shall be subject to the general rules of the association as far as applicable
and shall also be subject to the Regulations contained in this Chapter which are
exclusively applicable to trading in Crude Soybean Oil. 2000 (09/01/94)

1104.01  Unit of Trading - The unit of trading for Crude Soybean Oil shall be
60,000 pounds. Bids and offers may be accepted in lots of 60,000 pounds or
multiples thereof. For trading purposes, one tank car shall be equivalent to
60,000 pounds. 2003 (09/01/94)

1105.01  Months Traded In - Trading in Crude Soybean Oil may be conducted in the
current month and any subsequent months. 2004 (09/01/94)

1106.01  Price Basis - All prices of Crude Soybean Oil shall be basis Decatur,
Illinois in multiples of 1/100th of one cent per pound. Contracts shall not be
made on any other price basis. 2005 (09/01/94)

1107.01  Hours of Trading - The hours of trading for future delivery in Crude
Soybean Oil shall be from 9:30 a.m. to 1:15 p.m. except that on the last day of
trading in an expiring future the hours with respect to such future shall be
from 9:30 a.m. to 12 o'clock noon subject to the provisions of the second
paragraph of Rule 1007.00. Market shall be opened and closed with a public call
made month by month, conducted by such persons as the Regulatory Compliance
Committee shall direct. 2007 (09/01/94)

1108.01  Trading Limits - (See 1008.01)  (09/01/94)

1108.01A Trading Limits - (See 1008.01A)  (09/01/94)

1109.01  Last Day of Trading - No trades in Crude Soybean Oil futures
deliverable in the current month shall be made after the business day preceding
the 15th calendar day of that month and any contracts remaining open may be
settled by delivery after trading in such contracts has ceased; and, if not
previously delivered, delivery must be made on the last business day of the
month. 2008 (01/01/00)

1109.02  Trading in the Delivery Month - After trading in contracts for future
delivery in the current delivery month has ceased in accordance with Regulation
1109.01 of this Chapter, outstanding contracts for such delivery may be
liquidated by means of (a bona fide) exchange of such current futures for the
(actual) cash commodity. 2009 (08/01/98)

1110.01  Margin Requirements - (See Regulation 431.03)  (09/01/94)

1111.01  Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. 2011 (09/01/94)

1112.01  Position Limits and Reportable Positions - (See 425.01)  (09/01/94)

                                      1103


Ch11 Delivery Procedures

1136.01  Standards   - The contract grade for delivery on futures contracts made
under these Regulations shall be Crude Soybean Oil which conforms to the
following specifications:

(a)  It shall be one of the following types: Expeller pressed, expeller pressed
     degummed, solvent extracted, or solvent extracted degummed. Mixtures of one
     type with any other type shall not be deliverable;

(b)  It shall contain not more than 0.3% moisture and volatile content;

(c)  It shall be lighter in green color than Standard "A" and when refined and
     bleached shall produce a refined and bleached oil of not deeper color than
     3.5 red on the Lovibond scale;

(d)  It shall refine with a loss not exceeding 5% as determined by the "neutral
     oil" method;

(e)  It shall have a flash point not below 250 degrees Fahrenheit, closed cup
     method;

(f)  It shall contain no more than 1.5% unsaponifiable matter (exclusive of
     moisture and volatile matter).

No lower grade shall be delivered in satisfaction of contracts for future
delivery. A higher grade may be delivered at contract price except that where
the refining loss is less than 5% as determined by the "neutral oil" method, a
premium of one percent of the cash market price at the time of loading shall be
paid for each one percent under the 5% loss (fractions figured throughout) with
a maximum credit of 41-2%.

American Oil Chemists' Society methods shall be followed for sampling and
analysis for all tests, except for determining green color, which test shall be
the National Soybean Processors Association tentative method.

A tolerance of 150 lbs. of sludge shall be allowed for each trading unit of
60,000 lbs. If the car contains more than 150 lbs. of sludge or if a truck
contains more than 125 lbs. of sludge, an allowance shall be made to the Buyer
for a total amount of sludge up to 1,000 lbs. at 50% of the price at time of
unloading car. Sludge in excess of 1,000 lbs. shall be allowed for at the price
at time of unloading car.

Sludge shall be considered to be solid residue which cannot be pumped and
squeegeed from the car for the net out-turn weight. 2002  (09/01/94)

1136.02  United States Origin Only   - Effective September 1, 1992, a futures
contract for the sale of soybean oil shall be performed on the basis of United
States origin only upon written request by a taker of delivery at the time
loading orders are submitted.  (09/01/94)

1137.01  Official Chemist's Certificates   - Certificates for quality analysis
by any Official Chemists shall be acceptable and binding on all parties except
as otherwise provided.

The official chemists are Woodson-Tenent Laboratories with laboratories located
at Memphis, Tenn.; Chicago, Ill.; Des Moines, la.; Wadlington's Referee &
Testing Laboratory in Chicago, Ill.; Chas. V. Bacon Laboratories, Inc., New
York, New York and Barrow-Agee Laboratories, Memphis, Tenn. 2029  (09/01/94)

1138.01  Sampling   -  Samples shall be drawn at time of loading by Official
Samplers licensed by the Exchange. The Official Sample shall be 2 one-quart and
1 half-gallon samples. These portions should be packaged in clean, dry and new
containers. Either tinned metal containers or high density polyethylene bottles
fitted with metal caps having oil resistant cap liners are acceptable.
Polythylene containers must be enclosed for shipping in custom-made, close
fitting cardboard containers. The sample must be drawn at the time of loading in
accordance with A.O.C.S. Official Method for sampling crude oils (C1-47-
Continuous Flow and Trier methods) and shall be so indicated on invoice. If the
Shipper neglects to provide such a sample at the time of loading or fails to
show on invoice than an Official Sample has been taken, a sample drawn at
destination shall be official when taken in accordance with the A.O.C.S.
Official Methods as noted above. Shipper shall forward to Consignee one of the
one-quart portions at no expense to Consignee within one working day of
completion of loading and label of sample must designate type of oil and plant
destination. The one-half gallon portion (third portion) is to be retained by
Shipper as the referee sample for a minimum of thirty days

                                      1104


                           Ch11 Delivery Procedures

after loading.

Each sample must be accompanied by a certificate in the following form:

Board of Trade of the City of Chicago

                         OFFICIAL SAMPLERS CERTIFICATE

I hereby certificate that sample marked______________________________was drawn
by me on this_________day of_________________, 20________, within 24 hours after
loading tank car or truck in accordance with the requirements of Regulation
1138.01 of the Board of Trade of the City of Chicago, and that it is a fair and
true sample of the contents of:

Car/Truck No. (and initial)__________________, located at__________________
containing approximately_______________________pounds, of__________________

_________________________________________________________________________
(Expeller pressed. Expeller pressed degummed, Solvent Extracted,___________
____________type Crude Soybean Oil. Solvent Extracted Degummed)

______________________________________________________________Solvent used.
That sample was taken in a manner prescribed by the American Oil Chemists
Society.
                                                ____________________________
                                                        OFFICIAL SAMPLER

                                                                            2023
                                                                      (01/01/00)

1139.01  Weighing   - On all deliveries, the weight as determined by an Official
Weigher shall be binding on all interested parties. Due allowance shall be made
to cover the loss of weight due to sampling, if sample is drawn from weighing.
An official weigher is a person or agency approved by the Exchange. 2024
(09/01/94)

1140.01  Grading   - Shipper shall have option, and advise warehouse receipt
holder of his selection at time of receipt of loading instructions, of having
grade determined by one of the following methods:

A.   Official Chemist Analysis, shipper to pay the cost.

B.   Comparison between consignee's and shipper's analyses.

     1.  Each party must mail to other party his analysis within 15 days after
         bill of lading date.

     2.  If parties do not agree as to quality (refining loss excepted) either
         one may request analysis by Official Chemist. The findings of the
         Official Chemist shall be binding on both parties and the cost of such
         analysis shall be charged to the party against whom the decision
         results.

     3.  In case of refining loss, based on the "neutral oil" method, if the
         difference is not over three tenths of one percent the settlement shall
         be made on the average of the two, otherwise the retained sample shall
         be sent to Official Chemist for analysis. If the Official Chemist's
         results are the mean of the shippers' and consignees' analyses, then
         the cost shall be shared equally; otherwise, the cost shall be charged
         to the party against whom the decision results. 2025 (09/01/94)

1141.01  Delivery Points   - Crude Soybean Oil may be delivered in satisfaction
of Soybean Oil futures contracts from regular warehouses located in Illinois
Territory, Eastern Territory, Eastern Iowa Territory, Southwest Territory or
Northwest Territory as defined in this regulation and at the following price
differentials:

(a)  Illinois Territory (That portion of the state of Illinois north of latitude
     38(degrees)00' N.) .... at contract price.

(b)  Eastern Territory (Those portions of the states of Indiana and Kentucky
     west of the Ohio-Indiana border and its extension and north of latitude
     38(degrees)00'N.) . . . at 20/100ths of one cent per pound under contract
     price.

(c)  Eastern Iowa Territory (That portion of the state of Iowa east of longitude
     93(degrees)50'W.) . . . at 20/100ths of one cent per pound under contract
     price.

(d)  Southwest Territory (Those portions of the states of Missouri and Kansas
     north of latitude 38(degrees)00'N. and east of longitude 97(degrees)00'W.)
     . . . at 5/100ths of one cent per pound under contract price.

(e)  Northwest Territory (Those portions of the states of Minnesota south of
     latitude 45(degrees)10'N., South

                                      1105


                           Ch11 Delivery Procedures

     Dakota south of latitude 45(degrees)10'N., and east of 979(degrees)00'W.,
     Iowa west of longitude 93(degrees)50'W., and Nebraska east of longitude
     97(degrees)00'W.) . . . at 55/100ths of one cent per pound under contract
     price.

(f)  For a given soybean crop year ending August 31 and for a given Soybean Oil
     futures delivery territory except the "Illinois Territory:" when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Oil
     Warehouse Receipts to CBOT maximum 24 hour soybean crushing capacity within
     that Soybean Oil futures delivery territory, relative to that ratio for the
     combined remaining Soybean Oil territories, is less than or equal to 0.5,
     payment for Warehouse Receipts issued from that Soybean Oil territory will
     be at a premium of 10 cents per hundredweight over contract price in
     addition to the delivery territorial differential adjustment.

(g)  For a given soybean crop year ending August 31, when the "Illinois
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Oil Warehouse Receipts to maximum CBOT 24 hour soybean crushing
     capacity within the Illinois Soybean Oil futures delivery territory,
     relative to that ratio for the combined remaining Soybean Oil territories,
     is less than or equal to 0.5, payment for Warehouse Receipts issued from
     all other Soybean Oil territories will be at a discount of 10 cents per
     hundredweight under contract price in addition to the delivery territorial
     differential adjustments.

(h)  For a given soybean crop year ending August 31 and for a given Soybean Oil
     futures delivery territory except the "Illinois Territory," when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Oil
     Warehouse Receipts to CBOT maximum 24 hour soybean crushing capacity within
     that Soybean Oil futures delivery territory, relative to that ratio for the
     combined remaining Soybean Oil territories, is greater than or equal to
     2.0, payment for Warehouse Receipts issued from that Soybean Oil territory
     will be at a discount of 10 cents per hundredweight under contract price in
     addition to the delivery territorial differential adjustment.

(i)  For a given soybean crop year ending August 31, when the "Illinois
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Oil Warehouse Receipts to CBOT maximum 24 hour soybean crushing
     capacity within the Illinois Soybean Oil futures delivery territory,
     relative to that ratio for the combined remaining Soybean Oil territories,
     is greater than or equal to 2.0, payment for Warehouse Receipts issued from
     all other Soybean Oil territories will be at a premium of 10 cents per
     hundredweight over contract price in addition to the delivery territorial
     differential adjustments.

(j)  Items (f) through (i) of Regulation 1141.01 shall apply to all CBOT Soybean
     Oil futures contracts delivered during a one calendar year period beginning
     with January following the soybean crop year ending August 31, provided
     that there are on a weekly average at least 150 outstanding Soybean Oil
     Warehouse Receipts in all Soybean Oil delivery territories combined during
     that previous soybean crop year.

(k)  Based on the adjustments made to territorial delivery differentials during
     a given calendar year as outlined in items (f) through (j) of Regulation
     1141.01, the CBOT shall announce and publish by September 15 of that given
     calendar year new territorial delivery differentials applicable to all
     Soybean Oil futures contracts delivered during the next calendar year. 2015
     (01/01/01)

1142.01 Deliveries By Warehouse Receipts - Except as otherwise provided,
deliveries on Crude Soybean Oil shall be made by delivery of warehouse receipts
issued by warehouses which have been approved and designated as regular
warehouses by the Exchange for the storage of Crude Soybean Oil. The warehouse
receipt shall be accompanied by insurance certificates or the warehouse receipt
marked '"insured''. In order to effect a valid delivery each warehouse receipt
must be endorsed by the holder making the delivery. 2012 (06/01/01)

1143.01  Registration of Warehouse Receipts - Warehouse receipts, in order to be
eligible for delivery, must be registered with the Official Registrar.
Registration of warehouse receipts shall also be subject to the following
requirements:

                                      1106


                           Ch11 Delivery Procedures

(a)  Warehousemen who are regular for delivery may register warehouse receipts
     at any time. The holder of a registered warehouse receipt may cancel its
     registration at any time. A warehouse receipt which has been canceled may
     not be registered again.

(b)  No notice of intention to deliver a warehouse receipt shall be tendered to
     the Clearing House unless said warehouse receipt is registered and in the
     possession of the Clearing House member tendering the notice or unless a
     warehouse receipt is registered and outstanding.

(c)  When a notice of intention to deliver a warehouse receipt has been tendered
     to the Clearing House, said warehouse receipt shall be considered to be
     "outstanding". The member issuing such notice shall transmit to the
     Registrar, at the same time the notice is tendered to the Clearing House,
     the warehouse receipt number and the name and location of the regular
     warehouse. Said warehouse receipt shall remain outstanding until either its
     registration is canceled or the issuing warehouseman declares the receipt
     is not outstanding. From this information and his own records of
     registration and of cancellations of outstanding warehouse receipts, the
     Registrar shall maintain a current record of the number of warehouse
     receipts that are outstanding and shall be responsible for posting this
     record on the Exchange Floor.

(d)  When a regular warehouseman regains control of an outstanding warehouse
     receipt issued against stocks in one of his regular warehouses, which in
     any manner relieves him of the obligation to loadout crude soybean oil upon
     demand of a party other than himself, the warehouseman shall by noon of the
     next business day either cancel the registration of said warehouse receipt
     or declare that said warehouse receipt is not outstanding but is to remain
     registered by transmitting to the Registrar the warehouse receipt number
     and the name and location of the regular warehouse, except in the case
     where a notice of intention to redeliver said warehouse receipt for the
     warehouseman has been tendered to the Clearing House by 4:00 p.m. of the
     day that the warehouseman regained control of said warehouse receipt.

(e)  The Registrar shall not divulge any information concerning the
     registration, delivery or cancellation of warehouse receipts other than the
     record posted on the Exchange Floor, except that he shall issue a weekly
     report showing the total number of warehouse receipts outstanding as of
     4:00 p.m. on the last trading day of each week. In addition to the
     information posted on the Exchange Floor, this weekly report will show the
     names of warehousemen whose warehouse receipts are outstanding and the
     location of the warehouses involoved. 2013 (06/01/01)

1144.01  Receipt Format   - The following form of warehouse receipt shall be
used:

                                                                 Date___________
No.______________
Received in store__________________,20___________, in______________________
Warehouse, located at______________________________________________________
in the Illinois    ___________ Territory,____________________________pounds
Eastern              ___________
Eastern Iowa         ___________
Southwest            ___________
Northwest            ___________

of Crude Soybean Oil under standards of the Board of Trade of the City of
Chicago, which will be delivered, subject to and in conformity with the Rules
and Regulations of the Board of Trade of the City of Chicago, to the order of

___________________________________________________________________________

upon surrender of this receipt and payment of all charges.

This oil is stored subject to the provisions of the laws of the State in
relation to warehousemen, any applicable Federal Laws, and subject to the Rules
and Regulations of the Board of Trade of the City of Chicago, as filed with the
Commodity Exchange Authority.

The warehouseman acknowledges that the oil so received into store complies with
the requirements of said Rules and Regulations of the Board of Trade of the City
of Chicago and that said oil is tenderable on contracts for future delivery made

                                      1107


                           Ch11 Delivery Procedures

under said Rules and Regulations.

The warehouseman states that at the warehouseman's own expense said oil is
insured and will be kept insured for the current market value against loss or
damage from fire, lightning and/or any of the contingencies covered in the
standard extended coverage form for the benefit of the holder of this receipt.

Storage rates of____________per hundred pounds, per day shall include the cost
of insurance. The cost of loading into tank cars shall be ____________   of
1(cent) per pound. The cost of loading into trucks shall be _________________ of
1(cent) per pound.

The warehouseman claims a lien for the following:

All storage charges have been paid on Crude Soybean Oil covered by this receipt
up to and including the last date endorsed below.

Storage Payments

______________________     By________________________     ______________________
                                                                  Company
______________________     By________________________     By____________________
                                                          Registration of this
                                                          Receipt must be
                                                          canceled before
______________________     By________________________     property can be
                                                          released
                                                                            2034
(01/01/00)

1145.01   Lost or Destroyed Negotiable Warehouse Receipts  - (See Regulation
1045.01) (04/01/00)

1146.01   Date of Delivery  - Where Crude Soybean Oil is sold for delivery in a
specified month, delivery of such Crude Soybean Oil may be made by the Seller
upon such day of the specified month as the Seller may select. If not previously
delivered, delivery must be made upon the last business day of the month. 2017
(09/01/94)

1147.00   Delivery Notice  - (See 1047.00)  (09/01/94)

1147.01   Delivery Notices  - (See 1047.01)  (09/01/94)

1148.00   Method of Delivery  - (See 1048.00)  (09/01/94)

1149.00   Time of Delivery, Payment, Form of Delivery Notice  - (See 1049.00)
(09/01/94)

1149.02   Buyers' Report of Eligibility to Receive Delivery  - (See 1049.02)
(09/01/94)

1149.03   Sellers' Invoice to Buyers  - (See 1049.03)  (09/01/94)

1149.04   Payment  - (See 1049.04)  (09/01/94)

1150.00   Duties of Members - (See 1050.00)  (09/01/94)

1151.01   Office Deliveries Prohibited   - No office deliveries of warehouse
receipts may be made by members of the Clearing Corporation. Where a commission
house as a member of the Clearing Corporation has an interest both long and
short for customers on its own books, it must tender to the Clearing Corporation
such notices of intention to deliver as it receives from its customers who are
short. 2009 (09/01/94)

1154.00   Failure to Accept Delivery  - (See 1054.00)  (09/01/94)

1156.01   Storage Charges  - No Soybean Oil Warehouse Receipts shall be valid
for delivery on future contracts unless the storage charges shall have been paid
up to and including the 18/th/ day of the preceding month and such payment
endorsed on the Soybean Oil Warehouse Receipt unless registration is at a later
date. Unpaid accumulated storage charges at the posted tariff applicable to the
warehouse where the soybean oil is stored shall be allowed and credited to the
buyer by the seller to and including date of delivery.

If storage rates are not paid on-time up to and including the 18/th/ calendar
day preceding the delivery month of July and by the first calendar day of this
delivery month, a late charge will apply. The late charge will be an amount
equal to the total unpaid accumulated storage rates multiplied by the "prime
interest rate" in effect on the day that the accrued storage rates are paid,
all multiplied by the number of calendar days that storage is overdue, divided
by 360 days. The term "prime interest rate" shall mean the lowest of the rates
announced by each of the following four banks at Chicago, Illinois, as its
"prime rate": Bank of America-Illinois, Bank One, Harris Trust & Savings Bank,
and the Northern Trust Company.

The storage rates on Crude Soybean Oil shall not exceed 3/10th of one cent per
day per 100 pounds. When shipper schedules tank car loading, storage shall
continue through the date of surrender of a properly cancelled warehouse receipt
and shall begin again on the sixth day after surrender date if loading has not
been completed and continue until the oil has been loaded. When shipper
schedules truck loading storage, charges shall continue through the date of
loading. Regular Soybean Oil warehousemen shall maintain in the immediate
vicinity of the Exchange either an office, or duly authorized representative or
agent approved by the Exchange, to whom Soybean Oil Storage charges may be paid.
2033 (06/01/01)

1156.02   Storage, Car Rental, Etc.  - Except as otherwise provided, all charges
for storage, car

                                      1108


                           Ch11 Delivery Procedures

rental, etc., shall remain the responsibility of the Seller until payment is
made. Payment is to be made by a check drawn on and certified by a Chicago bank
or by a Cashier's check issued by a Chicago bank. 2020 (09/01/94)

1156.03   Fees  - Sampling: The charge for drawing Official samples shall be
$5.00 for each tank car or truck on inbound shipments to a warehouse.

If sampling is ordered at a location where an Official Sampler is not regularly
located, all extra costs must be paid by the party ordering the sample.

These charges shall include the cost of delivering the samples to the Official
Chemists. 2028  (09/01/94)

1156.04 Loading Charges - The maximum charge for loading tank cars at delivery
point shall not exceed 1/40/th/ of one cent per pound and the combined charge
for unloading and loading tank cars at delivery point shall not exceed 1/10/th/
of one cent per pound including heating. The maximum charge for loading tank
trucks at delivery point shall not exceed 1/25/th/ of one cent per pound.
(06/01/01)

                                      1109


Ch11 Regularity of Warehouses

*1180.01  Duties of Warehouse Operators   - It shall be the duty of the
operators of all regular warehouses:

(a)  To accept Crude Soybean Oil for delivery on Chicago Board of Trade
     contracts, provided such Crude Soybean Oil is of contract grade when
     received at such warehouses, and all space in such warehouses is not
     already filled or contracted for, to pay no premium on refining loss but to
     receive allowance for sludge. All inbound freight (including the transit
     charge necessary to obtain the transit balance rate) shall be prepaid by
     the depositor of the oil. Upon surrender of the inbound billing to the
     warehouseman the depositor of the oil shall be furnished with a regular
     Board of Trade Warehouse Receipt endorsed thereon with the transit balance
     freight to New York.

(b)  To notify the Exchange of any change in the condition of their warehouses.

(c)  To insure soybean oil covered by warehouse receipts tendered for delivery
     against the contingencies provided for in a standard "All Risks" policy
     (including earthquake) to such an extent and in such amounts as required by
     the Exchange.

     Any loss or damage to oil caused by leakage or discharge from the storage
     facilities resulting from the cracking, rupture, bursting, collapse,
     subsidence or disruption of the containing system, or the negligence of the
     warehouse operator shall be for the account of the warehouse operator,
     unless such loss or damage by leakage or discharge from the storage
     facilities is due to causes required to be insured against under this
     Regulation.

(d)  To furnish the Exchange with either a copy of the current insurance policy
     or policies, or a written confirmation from the insurance company that such
     insurance has been effected.

(e)  To advise the holder of the warehouse receipts when oil is tendered on a
     futures contract. the freight rate on the oil upon request to New York,
     N.Y., or to any other specific destinations; and to forward the oil on the
     basis of these rates whenever shipping instructions are received if orders
     are received within three days.

(f)  To register their daily load-out rate in jumbo rail tank car equivalents
     (minimum of 4) with the Exchange. Warehouse Operators shall limit warehouse
     receipts issued to an amount of soybean oil equal to the lesser of their
     approved regular space or 30 times the registered daily loading rate for
     jumbo tank cars times 152,500 pounds.

(g)  To ship oil ordered out of the warehouses in Buyer's tank cars, if so
     arranged and to begin loading out soybean oil on or before the third
     business day following the date the car is ready for loading or the receipt
     is cancelled, whichever occurs later, at a daily rate per business day
     equal to the equivalent of shipper's registered daily rate of loading jumbo
     rail tank cars.

     All rail loading orders received prior to 2:00 p.m. on a given business day
     shall be considered dated that day and shall be entitled to equal
     treatment. Rail loading orders received after 2:00 p.m. on a business day
     shall be considered dated the following business day. When loading against
     rail loading orders and shipping instructions received by a shipper prior
     to 2:00 p.m. on a given business day, as determined hereunder, cannot be
     completed on the third following business day, the shipper shall allocate
     daily loading against such loading orders as equitably as possible on a
     pro-rata basis on subsequent business days. Loading against all rail orders
     scheduled for a given business day shall be completed before loading of any
     orders scheduled for a subsequent business day.

(h)  To load each tank car to its stenciled capacity upon surrender of
     sufficient warehouse receipts tendered on futures contracts. Any excess or
     deficiency from amount of warehouse receipt shall be settled at market
     price as of date of loading. Warehouse to make sight draft on shipper with
     Bill of Lading attached for any amounts due them in connection with loading
     oil, including premium for refining loss, unless otherwise mutually agreed.

(i)  To hold tank car after loading free of expense to shipper (except for car
     rental) until grade is

                                     1110


                         Ch11 Regularity of Warehouses

     ascertained, and if grade is not of contract grade to unload car and reload
     oil of contract quality free of expense to shipper, and at all times to
     keep oil fully insured until car is released to railroad.

(j)  To ship oil ordered out of the warehouse in Buyer's tank truck, if so
     arranged, and to load the oil at a daily rate per business day equal to the
     equivalent of shipper's registered daily rate of loading for jumbo rail
     tank cars.

     All truck loading orders received prior to 2:00 p.m. on a given business
     day shall be considered dated that day and shall be entitled to equal
     treatment. Truck orders received after 2:00 p.m. on a business day shall be
     considered dated the following business day.

     When loading orders are received by 2:00 p.m. of any given business day,
     the shipper will advise the owner by 4:00 p.m. the same day of loading
     dates and tonnage due. Notification will be by telephone, telegraph or
     teletype.

     When a shipper has received one or more truck loading orders he shall begin
     loading against them not later than the third business day following their
     receipt. When loading against loading orders and shipping instructions
     received by a shipper prior to 2:00 p.m. on a given business day cannot be
     completed on the third following business day shipper shall allocate daily
     loadings against such loading orders as equitably as possible on a pro rata
     basis on subsequent business days.

     Loading against all truck orders scheduled for a given business day shall
     be completed before loading begins on any orders scheduled for a subsequent
     business day. Warehouseman will load tank trucks as promptly as possible on
     the day scheduled. Under no conditions will warehouseman be responsible for
     truck demurrage as long as it is loaded on day scheduled. Additional
     loadings may be arranged for by mutual agreement.

(k)  Notwithstanding any other provisions of this Regulation, on days when both
     rail cars and trucks are loaded, the warehouseman shall be required to load
     at a minimum daily rate equal to the equivalent of shipper's registered
     daily rate of loading rail tank cars.

     All rail and truck loading orders received prior to 2:00 p.m. on a given
     business day shall be considered dated that day and shall be entitled to
     equal treatment. Loading orders received after 2:00 p.m. on a business day
     shall be considered dated the following business day. When loading against
     loading orders and shipping instructions received by a shipper prior to
     2:00 p.m. on a given business day, as determined hereunder, cannot be
     completed on the third following business day, the shipper shall allocate
     daily loading against such loading orders as equitably possible on a pro-
     rata basis on subsequent business days. Loading against orders scheduled
     for a given business day shall be completed before loading of any orders
     for a subsequent business day.

(l)  To keep stock of Crude Soybean Oil in storage in balance with oil
     represented by outstanding warehouse receipts.

     It shall be the privilege of all regular warehouses to mingle or store
     together oil which is tenderable on contracts for future delivery under
     these Regulations, with other oil of like type and to deliver on loading
     orders oil of any contract type. 2031

(m)  Certification of Soybean Oil - Effective September 1, 1992 and upon written
     request by a taker of delivery at the time loading orders are submitted for
     the delivery of soybean oil against canceled warehouse receipts, the
     delivery warehouseman shall certify in writing to the taker of delivery on
     the day that the transportation conveyance is loaded that the soybean oil
     is produced from soybeans of U.S. origin only. Warehouse receipts issued
     prior to September 1, 1992 will be deliverable against futures contracts
     beginning September 1992 only if the regular warehouseman provides
     certification on the warehouse receipt that the U.S. origin-only option is
     available to the taker of delivery of soybean oil. (01/01/00)

1180.01A  Responsibility for Furnishing Tank Cars   - It shall be the
responsibility of the buyer of Crude Soybean Oil on a futures contract to
furnish tank cars when ordering Soybean Oil shipped from a warehouse. 26R
(09/01/94)

1180.01B  Car Ready for Loading   - Regulation 1180.01(f) A car is ready for
loading when it has

                                     1111


                         Ch11 Regularity of Warehouses

been constructively placed and when the shipper has used due diligence in
preparing and placing the car on his property for loading. 30R1180.01C Transit
vs. Flat Rate (09/01/94)

1180.01C Transit vs. Flat Rate Billing   - If warehouseman furnishes transit
billing on crude soybean oil applicable to warehouse receipts holder's
destination, the warehouse receipt holder shall pay to warehouseman the
difference between the transit balance rate and the flat rate. 27R  (09/01/94)

1180.01D Freight Differentials   - Jumbo Tank Cars - The Board of Directors at
its regular meeting held on Tuesday, March 10, 1964, approved the following
Ruling recommended by the Crude Soybean Oil and Soybean Meal Committee in light
of the reduced rate on jumbo tank cars which became effective on February 9,
1964:

"Effective on March 1964 contracts the freight differentials in Regulations
1141.02 and 1180.02 shall be calculated on the basis of the jumbo tank car rate
since it is the lowest lawful carload rate and will be applicable to warehouse
receipts bearing no billing and any other warehouse receipts carrying billing
that will protect the jumbo tank car rate." 36R  (09/01/94)

1180.02  Transit Billing   - Transit billing may be applied to shipments at
warehouseman's option with warehouseman to get any advantage of such transit
application; however, warehouseman must protect the lowest lawful local carload
rate from point of loading stated in warehouse receipt to destination indicated
in shipping instructions, and such transit billing must allow at least one
additional transit beyond delivery points. 2016  (09/01/94)

1180.03  Freight Charges   - A warehouseman that is not served by a Class I
railroad must compensate the taker of delivery for the switching charge and/or
the rail rate to the nearest Class I railroad interchange point for the movement
of soybean oil beyond the interchange point by the Class I railroad, if
requested by the owner of the soybean oil.  The request must be in writing when
loading orders and canceled warehouse receipts are presented to the warehouse.
(01/01/00)

1181.01  Conditions of Regularity   - Persons operating bulk oil warehouses who
desire to have such warehouses made regular for delivery of Crude Soybean Oil
under the Rules and Regulations shall make application for an initial
Declaration of Regularity on a form prescribed by the Exchange prior to May 1,
1994, and every even year thereafter, for a two year term beginning July 1,
1994, and every even year thereafter, and at any time during a current term for
the balance of that term. Regular Soybean Oil Warehouses who desire to increase
their regular capacity during a current term shall make application for the
desired amount of total regular capacity on the same form. Initial regularity
for the current term and increases in regularity shall be effective either
thirty days after a notice that a bona fide application has been received is
posted on the floor of the exchange, or the day after the application is
approved, whichever is later. Applications for renewal of regularity must be
made prior to May 1, 1994, and every even year thereafter, for the respective
years beginning July 1, 1994, and every even year thereafter, and shall be on
the same form.

The following shall constitute the requirements and conditions for regularity:

1)  The warehouse making application shall be inspected.

2)  Such warehouse shall be within the limitation of an area not east of the
    Indiana-Ohio boundary; nor south of Louisville, KY.

3)  Such warehouse shall be connected by railroad tracks with one or more
    railway lines.

4)  The proprietor or manager of such warehouse shall be in good financial
    standing and credit, and shall meet the minimum financial requirements and
    financial reporting requirements set forth in Appendix 4E. No warehouse
    shall be declared regular until the person operating the same files a bond
    with sufficient sureties in such sum and subject to such conditions as the
    Exchange may require.

5)  Such warehouse shall maintain on-site standard equipment and appliances for
    the receiving, handling, and shipping of Crude Soybean Oil in bulk,
    including equipment to issue official origin weight. Official origin weight
    may be obtained by using one of the following which is recognized by the
    Soybean Oil Committee of the Board of Trade of the City of Chicago:  (1)
    platform scale (either rail or truck); (2) tank scale; or, (3) batch scale.

                                     1112


6)  The proprietor or manager of such warehouse shall honestly and cordially
    cooperate with the system of registration of warehouse receipts and other
    than oil owned by warehouseman furnish to the Registrar of such receipts all
    needed information to enable him to keep a correct record and account of all
    Crude Soybean Oil received and delivered by them daily and of that remaining
    in store at the close of each week.

7)  The proprietor or manager of such warehouse shall accord every facility to
    any duly authorized committee for the examination of its books or records
    for the purpose of ascertaining the stocks of Crude Soybean Oil which may be
    on hand at any time. Such examination and verification may be made at any
    time by the Business Conduct Committee, which committee shall have the
    authority to employ experts to determine the quantity of Crude Soybean Oil
    in said warehouse and to compare the books and records of said regular
    warehouse with the records of the Official Registrar of Crude Soybean Oil
    warehouse receipts.

8)  No warehouse shall be deemed suitable to be declared regular if its
    location, accessibility, tariffs, insurance rates or other qualifications
    shall depart from uniformity to the extent that its receipts as tendered in
    satisfaction of futures contracts will unduly depress the value of futures
    contracts or impair the efficacy of futures trading in this market, or if
    the warehouseman operating such warehouses engages in unethical or
    inequitable practices, or if the warehouseman fails to comply with any laws,
    Federal or State, or Rules or Regulations promulgated under those laws.

9)  The warehouseman shall make such reports, keep such records, and permit such
    warehouse visitation as the Secretary of Agriculture may prescribe, and
    shall comply with all applicable Rules and Regulations and orders
    promulgated by the Secretary of Agriculture or the government agency
    administering the Commodity Exchange Act, and shall comply with all
    requirements made by the Exchange because of such Rules and Regulations or
    orders.

10) The operator or manager of such warehouse shall be subject to the
    Association's Rules and Regulations pertaining to arbitration procedures, as
    set forth in Chapter 6, and, with respect to compliance with Rules and
    Regulations pertaining to a warehouse's regularity, shall be subject to the
    Association's Rules and Regulations pertaining to disciplinary procedures,
    as set forth in Chapter 5.

11) The operator or manager of such warehouse shall consent to the disciplinary
    jurisdiction of the Exchange for five years after such regularity lapses,
    for conduct pertaining to regularity which occurred while the warehouse was
    regular.

12) If the warehouseman leases the warehouse or has entered into some form of
    service arrangement pursuant to which an agent or contractor performs the
    daily operations of the warehouse, the warehouseman shall submit an
    indemnification as prescribed by the Exchange. 2030  (10/01/96)

1181.02  Leasing and Service Arrangements   - The warehouseman of a regular
warehouse is not required to own the warehouse and may lease the facility from
the owner. The warehouseman may also enter into a service arrangement pursuant
to which an agent or contractor performs the daily operations of the warehouse.
The warehouseman shall be responsible for the conduct of its agents or
contractors.

In the event that the warehouseman is unable properly to store or load out oil
for receipt holders because of another party's ownership of or control over the
warehouse, the warehouseman shall, at its own expense, provide each holder of an
outstanding receipt with either (a) a replacement warehouse receipt at another,
mutually acceptable regular warehouse, with adjustments for differences in
contract differentials or, if such replacement receipt is unavailable, (b) an
equivalent quantity and quality of the soybean oil designated in the warehouse
receipt at a mutually acceptable location.  (09/01/94)

1184.01  Revocation, Expiration or Withdrawal of Regularity   - Any regular
warehouse may be declared irregular at any time if it does not comply with the
conditions above set forth, or fails to carry out the prescribed duties of the
warehouseman. If the designation of a warehouse as regular shall be revoked a
notice of such revocation and the period of time, if any, during which the
receipts issued by such house shall thereafter be deliverable in satisfaction of
futures contracts in Crude Soybean Oil under the Rules and Regulations, shall be
posted on the bulletin board.

In the event of revocation, expiration or withdrawal of regularity, or in the
event of sale or abandonment

                                     1113


                         Ch11 Regularity of Warehouses

of the properties where regularity is not reissued, holders of outstanding
warehouse receipts shall be given thirty days to take load-out of the commodity
from the facility. If a holder of an outstanding warehouse receipt chooses not
to take load-out during this period, the facility must provide him with another
warehouse receipt at another, mutually acceptable regular warehouse, with
adjustments for differences in contract differentials. Alternatively, if such
warehouse receipt is unavailable, the facility must provide the holder with an
equivalent quantity and quality of the soybean oil designated in the warehouse
receipt at a mutually acceptable location. 2032 (09/01/94)

1185.01  Application for Declaration of Regularity   - All applications by
operators of warehouses for a Declaration of Regularity under Regulation 1181.01
shall be on the following form:

WAREHOUSEMAN'S APPLICATION FOR A DECLARATION OF REGULARITY FOR THE DELIVERY OF
CRUDE SOYBEAN OIL UPON CONTRACTS FOR FUTURE DELIVERY UNDER THE CHARTER, RULES
AND REGULATIONS OF THE BOARD OF TRADE OF THE CITY OF CHICAGO

                                                        ____________, 20________
BOARD OF TRADE OF THE CITY OF CHICAGO
Chicago, Illinois
Gentlemen:
We, the_________________________________________________(Hereinafter called
Warehousemen) owner or lessee of The_______________________________________
located at_________________________________________________________________
in the Illinois   ____________ Territory,
Eastern           ____________
Eastern Iowa      ____________
Southwest         ____________
Northwest         ____________

having a storage capacity of_______________________ pounds of Crude Soybean Oil,
licensed/not licensed under the Warehouse Act of the State of
______________________ having a bond in the sum of____________________ Dollars,
and having/not having a soybean processing plant attached with a maximum 24 hour
crushing capacity of___________bushels of Soybeans per day, do hereby make
application to the Board of the Trade of the City of Chicago (hereinafter called
Exchange) for a declaration of regularity to handle, receive, and store Crude
Soybean Oil for delivery upon contracts for future delivery, for a period
beginning____________________________ and ending midnight June 30 ____.

                            Conditions of Regularity

Such declaration of regularity, if granted, shall be cancellable by the Exchange
whenever the following conditions shall not be observed:

1.  The Warehouseman must:
(1) give such bonds to the Exchange as it may require.
(2) submit to the Exchange for approval with such application for a declaration
    of regularity, a tariff listing in detail the maximum rates for the handling
    and storage of Crude Soybean Oil; submit promptly to the Exchange  all
    changes in said tariff, publish and display such tariff.
    (The maximum charge for loading tank cars at delivery point shall not exceed
    1/40th of one cent per pound on any loading during the term of this
    application. The maximum charge for loading trucks at delivery point shall
    not exceed 1/25th of one cent per pound on any loading during the term of
    this application.)
(3) remove no Crude Soybean Oil from the warehouse other than oil owned by the
    warehouseman save at the request of the owner or owners thereof upon
    surrender of the warehouse receipts.
(4) notify the Exchange immediately of any change in capital ownership, or any
    reduction in total capital of 20 percent or more from the level reported in
    the last financial statement filed with the Exchange, or of any change of
    conditions of its warehouse.
(5) make such reports, keep such records, and permit such warehouse visitation
    as the Secretary of Agriculture may prescribe; comply with all applicable
    Rules and Regulations and orders promulgated by the Secretary of Agriculture
    or the Government Agency administering the Commodity Exchange Act; and
    comply with all requirements of the Exchange permitted or required by such
    Rules and Regulations or orders.
(6) make application for renewal of a declaration of regularity in writing on or
    before May 1, 1994, and every even year thereafter.
(7) submit an indemnification as prescribed by the Exchange if the Warehouseman
    leases the warehouse or has entered into some form of service arrangement
    pursuant to which an agent or contractor performs the daily operations of
    the warehouse.
(8) notify the Exchange immediately of any change in the maximum 24 hour
    crushing capacity of soybeans for a soybean processing plant attached to its
    warehouse.
2.  The Warehouse must be:
    (1) subject to the prescribed examination and approval of the Exchange.
    (2) properly safeguarded and patrolled.
    (3) connected to a railroad.
    (4) equipped with standard equipment and appliances for the convenient and
        expeditious handling of Crude Soybean Oil in bulk.
3.  The Warehouse and Warehouseman must conform to the uniform requirements of
    the Exchange as to location, accessibility, and suitability as may be
    prescribed by the Rules and Regulations of the Exchange.

                                     1114


                         Ch11 Regularity of Warehouses

                          Agreements of Warehouseman

The Warehouseman expressly agrees:
(1)  that all Crude Soybean Oil tendered in satisfaction of futures contracts
     will be weighed by an Official Weigher of the Exchange.
(2)  that all Crude Soybean Oil tendered in satisfaction of futures contracts
     will, when shipped from warehouse, be sampled by an Official Sampler and
     tested in accordance with Regulation 1140.01 of the Exchange.
(3)  that all warehouse receipts shall be registered with the Registrar of the
     Exchange.
(4)  to fulfill the duties set forth in Regulation 1180.01 of the Exchange.
(5)  to abide by the Rules and Regulations of the Exchange relating to the
     warehousing of Crude Soybean Oil deliverable in satisfaction of futures
     contracts and the delivery thereof in satisfaction of futures contracts.
(6)  that the Exchange may cancel said declaration of regularity, if granted,
     for any breach of such agreements.
(7)  that the signing of this application constitutes a representation that the
     conditions of regularity are complied with and will be observed during the
     life of the declaration of regularity and, if found to be untrue, the
     Exchange shall have the right to cancel said declaration of regularity
     immediately.
(8)  to have a representative in Chicago authorized and known to the Exchange to
     act in matters pertaining to warehouse receipts.
(9)  to be subject to the Association's Rules and Regulations pertaining to
     arbitration procedures, as set forth in Chapter 6, and with respect to
     compliance with Rules and Regulations pertaining to regularity, to be
     subject to the Association's Rules and Regulations pertaining to
     disciplinary procedures, as set forth in Chapter 5; and to abide by and
     perform any disciplinary decision imposed upon it or any arbitration award
     issued against it pursuant to such Rules and Regulations.
(10) to consent to the disciplinary jurisdiction of the Exchange for five years
     after regularity lapses for conduct pertaining to regularity which occurred
     while the firm was regular.

                                         _________________________________
                                                       Company

                                        By _________________________________
                                                         Title
Bond in the amount of________________  duly filed__________________________
                                    Date

                                         _________________________________
                                                       Secretary
This application is approved and a Declaration of Regularity is granted by the
Board of Trade of the City of Chicago.
____________________________
          Date

                                            ______________________________
                                                        Secretary
                                                                            2-35
(01/01/00)

1186.01  Regular Shippers   - (See Appendix 11A)  (09/01/94)

                                     1115




================================================================================
Chapter 12
Soybean Meal
================================================================================

                                                                                        
    Ch12 Trading Conditions............................................................
           1201.00      Authority......................................................
           1202.01      Application of Regulations.....................................
           1204.01      Unit of Trading................................................
           1205.01      Months Traded In...............................................
           1206.01      Price Basis....................................................
           1207.01      Hours of Trading...............................................
           1208.01      Trading Limits.................................................
           1208.01A     Trading Limits.................................................
           1209.01      Last Day of Trading............................................
           1210.01      Margin Requirements............................................
           1211.01      Disputes.......................................................
           1212.01      Position Limits and Reportable Positions.......................

    Ch12 Delivery Procedures...........................................................
           1236.01      Standards......................................................
           1236.02      United States Origin Only......................................
           1237.01      Official Chemists..............................................
           1238.01      Sampling.......................................................
           1239.01      Weighing.......................................................
           1241.01      Shipping Plants................................................
           1242.01      Deliveries by Soybean Meal Shipping Certificates...............
           1243.01      Registration of Soybean Meal Shipping Certificates.............
           1244.01      Certificate Format.............................................
           1245.01      Lost or Destroyed Negotiable Warehouse Receipts................
           1246.01      Date of Delivery...............................................
           1247.00      Delivery Notice................................................
           1247.01      Delivery Notices...............................................
           1248.00      Method of Delivery.............................................
           1249.00      Time of Delivery, Payment, Form of Delivery Notice.............
           1249.01      Billing........................................................
           1249.02      Buyers' Report of Eligibility to Receive Delivery..............
           1249.03      Sellers' Invoice to Buyers.....................................
           1249.04      Payment........................................................
           1250.00      Duties of Members..............................................
           1251.01      Office Deliveries Prohibited...................................
           1254.00      Failure to Accept Delivery.....................................
           1256.01      Premium Charges................................................
           1256.03      Payment of Fees................................................

    Ch12 Regularity of Issuers of Shipping Certificates................................
           1290.01      Loading and Shipment of Meal Against Soybean Meal
                        Shipping Certificates..........................................
           1291.01      Conditions of Regularity.......................................
           1294.01      Revocation, Expiration or Withdrawal of Regularity.............
           1295.01      Application for Declaration of Regularity......................
           1296.01      Regular Shippers...............................................




================================================================================
Chapter 12
Soybean Meal
================================================================================

Ch12 Trading Conditions

1201.00   Authority - On and after August 1,1951, trading in Soybean Meal
futures may be conducted under such terms and conditions as may be prescribed by
Regulation. 802 (09/01/94)

1202.01   Application of Regulations - Transactions in Soybean Meal futures
shall be subject to the general Rules of the Association as far as applicable
and shall also be subject to the Regulations contained in this Chapter which are
exclusively applicable to trading in Soybean Meal. 2051 (09/01/94)

1204.01   Unit of Trading - The unit of trading for Soybean Meal shall be 100
tons (2,000 pounds per ton). Bids and offers may be accepted in lots of 100 tons
of multiples thereof. 2056 (09/01/94)

1205.01   Months Traded In - Trading in Soybean Meal may be conducted in the
current month and any subsequent months. 2057 (09/01/94)

1206.01   Price Basis - All prices of soybean meal shall be basis free on board
cars, bulk; Decatur, Illinois, in multiples of 10 cents per ton. Contracts shall
not be made on any other price basis. 2058 (09/01/94)

1207.01   Hours of Trading - The hours of trading for future delivery in Soybean
Meal shall be from 9:30 A.M. to 1:15 P.M. except on the last day of trading in
an expiring future the hours with respect to such future shall be from 9:30 A.M.
to 12 o'clock noon subject to the provisions of the second paragraph of Rule
1007.00. Market shall be opened and closed with a public call made month by
month, conducted by such persons as the Regulatory Compliance Committee shall
direct. 2061 (09/01/94)

1208.01   Trading Limits - (See 1008.01)  (09/01/94)

1208.01A  Trading Limits - (See 1008.01A)  (09/01/94)

1209.01   Last Day of Trading - No trades in Soybean Meal futures deliverable in
the current month shall be made after the business day preceding the 15th
calendar day of that month. Any contracts remaining open after the last day of
trading must be either:

(a)  Settled by delivery no later than the second business day following the
     last trading day (tender on business day prior to delivery).

(b)  Liquidated by means of a bona fide exchange of futures for the actual cash
     commodity, no later than the business day following the last trading day.
     2063 (01/01/00)

1210.01   Margin Requirements - (See Regulation 431.03) 2065  (09/01/94)

1211.01   Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. 2066 (09/01/94)

1212.01   Position Limits and Reportable Positions - (See 425.01)  (09/01/94)



Ch12 Delivery Procedures

1236.01   Standards - The contract grade for delivery on futures contracts made
under these Regulations shall be Soybean Meal in bulk which conforms to the
following specifications:

48% Protein Soybean Meal, produced by conditioning ground soybeans and reducing
the oil content of the conditioned product by the use of hexane or homologous
hydrocarbon solvents. Standard specifications are:

     ----------------------------------------------------------------
       Protein                                    minimum 48.0%
     ----------------------------------------------------------------
       Fat                                        minimum 0.5%
     ----------------------------------------------------------------
       Fiber                                      maximum 3.5%
     ----------------------------------------------------------------
       Moisture (when shipped by Processor)       maximum 12.0%
     ----------------------------------------------------------------

It may contain a non-nutritive inert, non-toxic conditioning agent to reduce
caking and improve flowability. In an amount not to exceed that necessary to
accomplish its intended effect, but in no case exceed 0.5%. The name of the
conditioning agent must be shown as an added ingredient.

Testing methods shall be those approved by the Association of Official
Analytical Chemists and American Oil Chemists Society. 2053 (09/01/94)

1236.02   United States Origin Only - Effective September 1, 1992, a futures
contract for the sale of soybean meal shall be performed on the basis of United
States origin only upon written request by a taker of delivery at the time
loading orders are submitted. (09/01/94)

1237.01   Official Chemists - An official Chemist shall be any chemist who is
currently designated as an Official Referee Chemist for Meal by the National
Soybean Processors Association. Certificates of quality analysis by an Official
Chemist shall be binding on all parties. (09/01/94)

1238.01   Sampling - The official sample will be taken at origin by Automatic
Mechanical Sampler (A.O.C.S. Official Method BA 1-38, Rev. 1966) or Pneumatic
Probe Sampler (A.O.C.S. Official Method BA 1-38, Rev. 1966). Shipper shall, on
the next business day after loading, mail a portion of the official sample in an
air tight container properly identified to the owner at an address specified by
the owner when he submits loading orders.

Any shipment testing 12.5% moisture or less based on official sample shall not
be subject to rejection or penalty on account of moisture content. Penalty for
excess moisture:

        Excess moisture two times delivered market price on date of shipment for
        excess moisture from 12% to 13% and 21-2 times delivered market price on
        date of shipment for excess moisture above 13%.

        Any shipment testing no more than 0.3% of fiber above the fiber
        specification (based on official sample adjusted to 12% moisture) shall
        not be subject to rejection or penalty on account of fiber content. When
        the amount of fiber exceeds 3.8% (based on official sample adjusted to
        12% moisture), the shipment shall be discounted 1.0% of the delivered
        market price on date of shipment for each 0.1% fiber in excess of 3.5%.

        Any shipment of soybean meal testing within 0.5% of protein below 48%
        protein (basis official sample moisture 12.0% or less; protein to be
        calculated on 12.0% moisture basis if official sample moisture exceeds
        12.0%) shall not be subject to rejection or penalty on account of
        protein content. Protein deficiency claims shall be settled between the
        parties on the basis of two times the delivered market price per unit of
        protein on date of shipment and shall be calculated on the same moisture
        basis as for protein rejection.

If the owner's analysis of the official sample indicates quality deficiency, the
owner shall submit his analysis and claim in writing to the shipper within 30
days after arrival of car. The shipper shall, within five (5) business days,
after receipt of the owner's analysis and claim, report his analysis of the
official sample to the owner. In the event that the owner and the shipper do not
reach agreement on analysis and/or settlement, the third portion of the official
sample shall be sent to an Official Chemist and his analysis will be binding
upon both parties for final settlement. The expense of the analysis will be
borne



                           Ch12 Delivery Procedures
                           ------------------------

by the party in error.

If the owner and the shipper cannot agree that the official sample is
representative of the shipment, a representative sample shall be obtained at
destination by a disinterested qualified person mutually agreed upon by the
owner and shipper. Such destination sample must be obtained within 24 hours of
arrival and prior to unloading. "Constructive placement" shall be considered
arrival at destination. The official procedure for sampling at destination shall
be the Pneumatic Probe Sampler. (A.O.C.S. Method BA 1-38, Rev. 1966) and the
sample shall be submitted to an official chemist. The results of his analysis of
the destination sample shall be binding on both parties for final settlement.
The expense of such sampling and analysis, shall be borne by the owner if the
owner insists on destination sampling and analysis unless the shipper has failed
to take an official sample at origin, in which event, the expense of taking and
analyzing the destination sample shall be borne by the shipper. (09/01/94)

1239.01   Weighing - Weighing and official weights, as defined in the National
Soybean Processors Association Trading Rules for the Purchase and Sale of
Soybean Meal, shall be binding on all interested parties. (09/01/94)

1241.01   Shipping Plants - Soybean Meal Shipping Certificates shall specify
shipment from one of the plants currently regular for delivery and located in
Central Territory, Northeast Territory, Mid South Territory, Missouri Territory,
Eastern lowa Territory, or Northern Territory as defined in this Regulation.

The Exchange may declare additional shipping plants regular for delivery which
shall apply on all contracts outstanding or made thereafter.

                                 SHIPPING PLANTS

(a)  All loadings of soybean meal against Soybean Meal Shipping Certificates
     shall be in bulk free on board railroad cars at shipping plants.

(b)  Payment for Shipping Certificates issued in "Central Territory" (viz.:
     shipping plants located in Illinois and Kentucky) will be at contract
     price.

(c)  Payment for Shipping Certificates issued in "Northeast Territory" (viz.:
     shipping plants located in Indiana and Ohio) will be at a premium of $1.50
     per ton over contract price.

(d)  Payment for Shipping Certificates issued in "Mid South Territory" (viz.:
     shipping plants located in all of Tennessee and Arkansas and that part of
     Mississippi and Alabama north of a line extending eastward from the
     Arkansas and Louisiana border) will be at a premium of $6.50 per ton over
     contract price.

(e)  Payment for Shipping Certificates issued in "Missouri Territory" (viz.:
     shipping plants located in Missouri) will be at a premium of $1.00 per ton
     over contract price.

(f)  Payment for Shipping Certificates issued in "Eastern lowa Territory" (viz.:
     shipping plants located in lowa on and South of the main line of the
     Illinois Central Gulf RR from Dubuque, lowa to lowa Falls, lowa; and on and
     East of the main line of the Chicago Rock Island RR from lowa Falls to the
     Chicago & Northwestern RR from Des Moines through Blockton, lowa) will be
     made at a discount of $4.50 per ton under contract price.

(g)  Payment for Shipping Certificates issued in "Northern Territory" (viz.:
     shipping plants located in that portion of lowa not included in "Eastern
     lowa Territory") will be at a discount of $4.00 per ton under contract
     price.

(h)  For a given soybean crop year ending August 31 and a given Soybean Meal
     futures delivery territory except the "Central Territory," when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Meal
     Shipping Certificates to CBOT maximum 24 hour soybean meal production
     capacity within that Soybean Meal futures delivery territory, relative to
     that ratio for the combined remaining Soybean Meal territories, is less
     than or equal to 0.5, payment for Shipping Certificates issued from that
     territory will be at a premium of $.50 per ton over contract price in
     addition to the territorial delivery differential adjustment.

(i)  For a given soybean crop year ending August 31, when the "Central
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Meal Shipping Certificates to maximum



                           Ch12 Delivery Procedures
                           ------------------------


     CBOT 24 hour soybean meal production capacity within the Central Soybean
     Meal futures delivery territory, relative to that ratio for the combined
     remaining Soybean Meal territories, is less than or equal to 0.5, payment
     for Shipping Certificates issued from all other territories will be at a
     discount of $.50 per ton under contract price in addition to the
     territorial delivery differential adjustments.

(j)  For a given soybean crop year ending August 31 and a given Soybean Meal
     futures delivery territory except the "Central Territory," when the weekly
     (as of Friday) cumulative average ratio of outstanding Soybean Meal
     Shipping Certificates to CBOT maximum 24 hour soybean meal production
     capacity within that Soybean Meal futures delivery territory, relative to
     that ratio for the combined remaining Soybean Meal territories, is greater
     than or equal to 2.0, payment for Shipping Certificates issued from that
     territory will be at a discount of $.50 per ton under contract price in
     addition to the territorial delivery differential adjustment.

(k)  For a given soybean crop year ending August 31, when the "Central
     Territory's" weekly (as of Friday) cumulative average ratio of outstanding
     Soybean Meal Shipping Certificates to CBOT maximum 24 hour soybean meal
     production capacity within the Central Soybean Meal futures delivery
     terriory, relative to that ratio for the combined remaining Soybean Meal
     territories, is greater than or equal to 2.0, payment for Shipping
     Certificates issued from all other territories will be at a premium of $.50
     per ton over contract price in addition to the territorial delivery
     differential adjustments.

*(l) Items (h) through (k) of Regulation 1241.01 shall apply to all CBOT Soybean
     Meal futures contracts delivered during a one calendar year period
     beginning with January following the soybean crop year ending August 31,
     provided that there are on a weekly average at least 150 CBOT outstanding
     Soybean Meal Shipping Certificates in all Soybean Meal delivery territories
     combined during that previous soybean crop year.

(m)  Based on the adjustments made to territorial delivery differentials during
     a given calendar year as outlined in items (h) through (I) of Regulation
     1241.01, the CBOT shall announce and publish by September 15 of that given
     calendar year new territorial delivery differentials applicable to all
     Soybean Meal futures contracts delivered during the next calendar year.
     (01/01/00)

1242.01   Deliveries by Soybean Meal Shipping Certificates - Deliveries of
Soybean Meal shall be made by delivery of Soybean Meal Shipping Certificates
issued by Shippers designated by the Exchange as regular to issue Soybean Meal
Shipping Certificates for Soybean Meal. In order to effect a valid delivery each
Soybean Meal Shipping Certificate must be endorsed by the holder making the
delivery. Such endorsement shall constitute a warranty of the genuineness of the
Certificate and of good title thereto, but shall not constitute a guaranty, by
any endorser, of performance by the issuer of the Certificate. 2067 (09/01/94)

1243.01   Registration of Soybean Meal Shipping Certificates - Soybean Meal
Shipping Certificates in order to be eligible for delivery must be registered
with the Official Registrar and in accordance with the requirements issued by
the Registrar. Registration of Soybean Meal Shipping Certificates shall also be
subject to the following requirements:

(a)  Shippers who are regular for delivery may register certificates at any
     time. The holder of a registered certificate may cancel its registration at
     any time. A certificate which has been cancelled may not be registered
     again.

(b)  No notice of intention to deliver a certificate shall be tendered to the
     Clearing House unless said certificate is registered and in the possession
     of the Clearing House member tendering the notice or unless a shipping
     certificate is registered and outstanding.

(c)  When a notice of intention to deliver a certificate has been tendered to
     the Clearing House, said certificate shall be considered to be
     "outstanding" until its registration is cancelled. The member issuing such
     notice shall transmit to the Registrar, at the same time the notice is
     tendered to the Clearing House, the certificate number and the name of the
     registered shipper. Said certificate shall remain outstanding until either
     the registration is cancelled or the issuing shipper declares the
     certificate is not outstanding. From this information and his own records
     of registration and of cancellations of outstanding certificates, the
     Registrar shall maintain a current record of the number of


                           Ch12 Delivery Procedures
                           ------------------------

     certificates that are outstanding and shall be responsible for posting this
     record on the Exchange Floor.

(d)  When a registered shipper regains control of an outstanding certificate
     calling for shipment from one of his plants, which in any manner relieves
     him of the obligation to ship meal upon demand of a party other than
     himself, the shipper shall by noon of the next business day either resume
     the registration or said certificate or declare that said certificate is
     not outstanding but is to remain registered by transmitting to the
     Registrar the certificate number and the name and location of the shipping
     plant, except in the case where a notice of intention to redeliver said
     certificate for the shipper has been tendered to the Clearing House by 4:00
     p.m. of the day that the shipper regained control of said certificate.

(e)  The Registrar shall not divulge any information concerning the
     registration, delivery or cancellation of certificates other than the
     record posted on the Exchange Floor, except that he shall issue a weekly
     report showing the total number of certificates outstanding as of 4:00 P.M.
     on the last trading day of each week. In addition to the information posted
     on the Exchange Floor, this weekly report will show the names of shippers
     whose certificates are outstanding and the location of the shipping plants
     involved. 2069 (06/01/01)

1244.01   Certificate Format - The following form of Soybean Meal Shipping
Certificate shall be used with proper designation, indicating Central Territory,
Northeast Territory, Mid South Territory, Missouri Territory, Eastern lowa
Territory or Northern Territory.

                     BOARD OF TRADE OF THE CITY OF CHICAGO
                SOYBEAN MEAL SHIPPING CERTIFICATE FOR DELIVERY
                   IN SATISFACTION OF CONTRACT FOR 100 TONS
                      (2,000 POUNDS EACH) OF SOYBEAN MEAL

           This certificate not valid unless registered by the Registrar
           of the Board of Trade of the City of Chicago.

           ____________________________________________________________

           48% Protein Soybean Meal

           Shipping Plant of___________________________________________

           Located at__________________________________________________

           Registered total daily rate of loading of_________ tons.

           Total rate of loading per day shall be in accordance with
           Regulation 1290.01 (c) and (d). A premium charge of 7 cents
           per ton per calendar day for each day is to be assessed
           starting the day after registration by the Registrar of this
           Certificate. When loading orders specify rail shipment within
           four days, the premium charge shall continue through the
           business day following receipt of loading orders; otherwise,
           the premium charge shall continue through the day of loading.
           In the case of shipment by truck, the premium charge shall
           continue through the day of loading.

           For value received and receipt of this document properly
           endorsed and lien for payment of premium charges the
           undersigned shipper, regular for delivery under the Rules and
           Regulations of the Board of Trade of the City of Chicago,
           hereby agrees to deliver 100 tons (2,000 pounds each) of
           Soybean Meal in bulk conforming to the standards of the Board
           of Trade of the City of Chicago and ship said Soybean Meal in
           accordance with orders of the lawful owner of this document
           and in accordance with Rules and Regulations of the Board of
           Trade of the City of Chicago. Delivery shall be by covered
           hopper car or truck according to the registered loading
           capability of the



                           Ch12 Delivery Procedures
                           ------------------------

      shipper.

             Signed at___________________________ this________________________

             day of____________________________________, 20___________________

             __       Central Territory

             __       Northeast Territory

             __       Mid South Territory

             __       Missouri Territory

             __       Eastern lowa Territory

             __       Northern Territory     _________________________________

                                           By________________________________
                                             Authorized Signature of Issuer

             Registration date____________________

             Registrar's Number___________________ ___________________________

                                                    Registrar for Soybean Meal
                                         Board of Trade of the City of Chicago

      Registration cancelled for purpose of shipment of Soybean Meal by owner
      of certificate or by issuer of certificate for purpose of withdrawal of
      certificate.

             Cancellation Date_________________________  _____________________

                                                                 Registrar

      All premium charges have been paid on Soybean Meal covered by this
      certificate from date of registration, not counting date of registration
      but counting date of payment.

                                  Date_________________  by___________________

                                  Date__________________ by___________________

                                  Date__________________ by___________________

                                  Date__________________ by___________________

      Delivery of this Soybean Meal Shipping Certificate to issuer is
      conditioned upon loading of Soybean Meal in accordance with Rules and
      Regulations of the Board of Trade of the City of Chicago and a lien is
      claimed until all loadings are complete and proper shipping documents
      presented accompanying demand draft for freight and premium charges due
      which I (we) agree to honor upon presentation.

                                      ________________________________________
                                         Owner of this Soybean Meal Shipping
                                      Certificate or his duly authorized agent

                  Date___________________, 20________                     2080


(01/01/00)

1245.01   Lost or Destroyed Negotiable Warehouse Receipts - (See Regulation
1045.01) (04/01/00)

1246.01   Date of Delivery - Delivery of Soybean Meal Shipping Certificates may
be made by the Seller upon any permissible delivery day of the delivery month
but no later than the second business day following the last day of trading in a
delivery month. 2072 (09/01/94)

1247.00   Delivery Notice - (See 1047.00)  (09/01/94)

1247.01   Delivery Notices - (See 1047.01)  (09/01/94)

1248.00   Method of Delivery - (See 1048.00)  (09/01/94)

1249.00   Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

1249.01   Billing - (See 1241.01)  (09/01/94)

1249.02   Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

1249.03   Sellers' Invoice to Buyers - (See 1049.03)  (09/01/94)

1249.04   Payment - Payment is to be made by a check drawn on and certified by a
Chicago bank or by a Cashier's check issued by a Chicago Bank. 2073 (09/01/94)



                           Ch12 Delivery Procedures
                           ------------------------

1250.00   Duties of Members - (See 1050.00)  (09/01/94)

1251.01   Office Deliveries Prohibited - No office deliveries of soybean meal
shipping certificates may be made by Members of the Clearing Corporation. Where
a commission house as a Member of the Clearing Corporation has an interest in
both long and short for customers on its own books, it must tender to the
Clearing Corporation such notices of intention to deliver as it receives from
its customers who are short. 2064  (09/01/94)

1254.00   Failure to Accept Delivery - (See 1054.00)  (09/01/94)

1256.01   Premium Charges - No Soybean Meal Shipping Certificates shall be valid
for delivery on future contracts unless the premium charges shall have been paid
up to and including the 18th day of the preceding month and such payment
endorsed on the Soybean Meal Shipping Certificate unless registration is at a
later date. Unpaid accumulated premium charges shall be allowed and credited to
the Buyer by the Seller to and including the date of delivery.

If premium charges are not paid on-time up to and including the 18/th/ calendar
day preceding the delivery months of March and September and by the first
calendar day of each of these delivery months, a late charge will apply. The
late charge will be an amount equal to the total unpaid accumulated premium
charges multiplied by the "prime interest rate" in effect on the day that the
accrued storage rates are paid, all multiplied by the number of calendar days
that premium is overdue, divided by 360 days. The term "prime interest rate"
shall mean the lowest of the rates announced by each of the following four banks
at Chicago, Illinois, as its "prime rate": Bank of America-Illinois, Bank One,
Harris Trust & Savings Bank, and the Northern Trust Company.

The premium charges on Soyabean Meal for delivery shall not exceed 7 cents per
ton per day. 2068 (06/01/01)

1256.03   Payment of Fees - All outloading fees, including weighing, to load
Soybean Meal into railroad car, are to be paid by issuer of Soybean Meal
Shipping Certificate. 2075 (09/01/94)



Ch12 Regularity of Issuers of Shipping Certificates
1290.01  Loading and Shipment of Meal Against Soybean Meal Shipping
Certificates -

(a) The operator of a shipping plant issuing Soybean Meal Shipping Certificates
    shall limit the number of Shipping Certificates issued to an amount not in
    excess of 15 times its registered total daily rate of loading plus the
    amount of meal or flakes in store (not limited to meal meeting minimum
    contract standards). All such meal or flakes in store must be stored in
    facilities for which the capacity has been registered with the Board of
    Trade and which have been inspected by the Registrar. The shipper shall
    register his total daily rate of loading covered hopper cars at not less
    than 40% nor more than 100% of his maximum 24 hour soybean meal production
    capacity. Each plant must be regular for a minimum total daily rate of
    loading of 200 tons per day.

(b) Each regular plant must also register a daily rate of loading for truck. The
    daily rate of loading for truck must be registered at not less than 40% of
    the registered total daily rate of loading for the plant.

(c) Each regular plant shall be required to load-out soybean meal against
    cancelled Shipping Certificates at a daily rate equivalent to the greater of
    either its registered total daily rate of loading, or 1/21st of the total
    amount of soybean meal represented by Shipping Certificates issued by the
    plant but not yet loaded.

(d) Each regular plant shall be required to load covered hopper cars against
    Shipping Certificates at a rate not greater than that established in
    paragraph (c), and trucks at a rate not greater than that determined by
    multiplying the rate established in paragraph (c) by the share of the
    registered total daily rate of loading registered by the plant as its daily
    rate of loading for truck. However, on days when rail and truck loading
    against Shipping Certificates takes place concurrently, the required daily
    rate of loading into each conveyance shall be determined by prorating the
    rate established in paragraph (c).

(e) The shipper shall assess a premium charge of 7 cents per ton per calendar
    day for each day a Soybean Meal Shipping Certificate is outstanding starting
    the day after the date of registration by the Registrar. When rail loading
    orders specify shipment within four business days the premium charge shall
    continue through the business day following the receipt of loading orders.
    Otherwise, the premium charge shall continue through the day of rail
    loading. "Business days" are those on which the Exchange is open for trading
    Soybean Meal. In the case of shipment by truck, the premium charge shall
    continue through the day of loading.

(f) The shipper shall maintain, in the immediate vicinity of the Exchange,
    either an office, or a duly authorized representative or agent approved by
    the Exchange, where owners of Shipping Certificates may pay premium charges,
    surrender properly endorsed Shipping Certificates for cancellation and file
    loading orders and shipping instructions.

(g) Rail Loading Procedures

    (1) The owner requesting rail load-out will furnish written rail loading
        orders and shipping instructions to the shipper by the close of business
        on the first business day following the date of cancellation of the
        Shipping Certificates in the Registrar's office. The loading orders
        shall specify if rail equipment will be the owner's (including leased
        cars) or shall specify the owner's election as to the type and size of
        covered hopper car to be ordered by the shipper. The shipper will load
        covered hopper cars with a  capacity of 75 tons or larger. Loadings will
        be in bulk, and shipments will be subject to the existing freight tariff
        Rules and Regulations of the railroads on file with the Interstate
        Commerce Commission at the time of loading. The shipper is responsible
        for loading suitable railroad owned or leased cars or owner's cars
        (including leased cars) which are available for loading at the facility.
        Owner and shipper will cooperate to ensure timely placement and loading
        of rail equipment or alternate shipping modes.

    (2) All loading orders and shipping instructions received prior to 2:00 p.m.
        on a given business day shall be considered dated that day and shall be
        entitled to equal treatment. Orders received after 2:00 p.m. on a
        business day shall be considered dated the following business day.
        Loading against all rail loading orders dated on a given business day
        shall be



              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

        completed before loading begins on any rail loading orders dated on a
        subsequent business day subject to the provisions of subparagraph 4 of
        this paragraph.

    (3) When rail loading orders and shipping instructions are received by 2:00
        p.m. of any given business day, the shipper will advise the owner by
        10:00 a.m. the following business day of loading dates and tonnage due.
        Notification will be by telephone, telex or telefax.

    (4) When a shipper has received one or more rail loading orders and shipping
        instructions, he shall begin loading against them within 4 business days
        following their receipt, unless the owner requests a deferred loading
        date in his loading orders. When loadings against rail loading orders
        cannot be completed on the fourth following business day of their
        receipt, the shipper shall continue loading against such loading orders
        on each calendar day thereafter. Shipping instructions are to be
        provided to the Shipper by the owner 2 business days before loading is
        to begin. The shipper shall load at the rate specified in paragraph (d)
        of this Regulation.

    (5) When loading against rail loading orders and shipping instructions
        received by a shipper prior to 2:00 p.m. on a given business day cannot
        be completed by the fourth following business day, the shipper shall
        allocate daily loadings against such loading orders as equitably as
        possible on a pro-rata basis. Starting of loading against small orders
        may be delayed until the first day when pro-ration entitles such an
        order to an allocation of a full car, but in such a case loading of the
        last car against the order shall be accelerated by the same number of
        days as loading of the first car was delayed.

    (6) The shipper shall load cars at the shipping plant designated in the
        Shipping Certificate. If it becomes impossible to load at the designated
        shipping plant because of an Act of God, fire, flood, wind, explosion,
        war, embargo, civil commotion, sabotage, law, act of government, labor
        difficulties or unavoidable mechanical breakdown, the shipper will
        arrange for covered hopper cars to be loaded at another regular shipping
        plant in conformance with the Shipping Certificate and will compensate
        the owner for any transportation loss resulting from the change in the
        location of the shipping plant. If the aforementioned condition of
        impossibility prevails at a majority of regular shipping plants, then
        shipment may be delayed for the number of days that such impossibility
        prevails at a majority of regular shipping plants.

    (7) Rail loading orders involving one or more Shipping Certificates shall be
        considered as one lot. The minimum amount shipped against each loading
        order shall be the number of Shipping Certificates specified therein
        times 100 tons. A tolerance of 5 tons over the total may be shipped to
        be settled at the market price at the time of shipment of the last car
        of the order.

    (8) Rail cars must be loaded to "full visible capacity" unless tonnage on
        cancelled shipping certificates does not cover rail car capacity.

    (9) The owner will be responsible for whatever demurrage costs that are
        involved in loading multiple car or trainload shipments. All demurrage
        charges must be substantiated with a citation of car numbers loaded
        against cancelled Shipping Certificates either by proper notations on
        the shipper's average demurrage agreement with the carrier or actual
        demurrage bills rendered against cars shipped. 2078

(h)  Truck Loading Procedures

    (1) The owner requesting truck load-out shall furnish written loading orders
        and shipping instructions to the shipper by the close of business on the
        first business day following the date of cancellation of Shipping
        Certificates in the Registrar's Office. The owner shall supply the
        trucks. Open-top trucks with a minimum capacity of 20 tons must be
        provided. No vans or trucks with porthole loading shall be acceptable.
        Owner and shipper shall cooperate to ensure timely placement and loading
        of truck equipment.

    (2) All truck loading orders and shipping instructions received prior to
        2:00 p.m on any given business day shall be considered dated that day
        and shall be entitled to equal treatment. Orders received after 2:00
        p.m. on a business day shall be considered dated the following business
        day.



              Ch12 Regularity of Issues of Shipping Certificates
              --------------------------------------------------

    (3)   When truck loading orders and shipping instructions are received by
          2:00 p.m. on any given business day, the shipper will advise the owner
          of loading dates and tonnage due by 10:00 a.m. the next business day.
          Notification will be by telephone, telex or telefax.

    (4)   The shipper shall begin loading against truck loading orders and
          shipping instructions on the fourth business day after their receipt.
          The shipper shall load at the rate specified in paragraph (d) of this
          Regulation.

    (5)   Truck loading shall occur during normal truck loading hours, as
          declared in the plant's application for regularity, and on normal
          business days. "Normal business days" shall be those on which the
          Exchange is open for trading Soybean Meal futures.

    (6)   A premium of $3.50/ton shall be applied to all shipments of meal
          loaded out by truck and shall be payable when shipping orders are
          filed.

    (7)   The owner shall present his trucks for loading at the shipping plant
          designated in the Shipping Certificate by 12:00 noon on the scheduled
          loading day. If trucks arrive by 12:00 noon, the shipper shall load
          the same day or be subject to the penalties and procedures specified
          in subparagraphs (10) and (11) of this paragraph (Truck Loading
          Procedures). If trucks arrive after 12:00 noon, the shipper shall be
          under no obligation to load and the owner shall be subject to the
          penalties and procedures specified in subparagraphs (8) and (9) of
          this paragraph.

    (8)   If the owner fails to present his trucks on time on the scheduled
          loading day, he shall be subject to a grace period until 12:00 noon
          the next business day and shall not be liable for a penalty up to that
          time. If the owner fails to present his trucks by 12:00 noon of the
          business day following the scheduled loading day, he shall be liable
          for a penalty of $4/ton/day for all meal not loaded out as scheduled.

    (9)   If, for any reason, the owner is unable to present his trucks for
          three consecutive normal business days, beginning with the originally
          scheduled loading day, the shipper may at his election:

          i)  Load the meal into rail cars for the owner and inform him of rail
              car numbers, or

          ii) Reissue a Shipping Certificate to the owner. If a Shipping
              Certificate is reissued, the premium charge specified in paragraph
              (e) of this Regulation shall be assessed retroactively, beginning
              the day after the business day following the receipt of loading
              orders.

          In these cases the owner is liable for the penalty specified in
          subparagraph (8) of this paragraph, if any, for two business days. The
          truck loading premium specified in subparagraph (6) of this paragraph
          shall be credited against any penalties due or refunded in full if
          there are no penalties due. If shipper elects either of these options
          he must promptly notify the owner.

    (10)  If the shipper fails to load the owner's trucks by 12:00 midnight on
          the scheduled loading day he shall be subject to a grace period until
          the next business day and shall not be subject to a penalty up to that
          time. If the shipper fails to load the owner's truck by 12:00 midnight
          of the business day following the scheduled loading day, he shall be
          liable for a penalty of $4/ton/day for all meal not loaded out as
          scheduled.

    (11)  If, for any reason, the shipper is unable to load the owner's trucks
          for three consecutive normal business days, beginning with the
          originally scheduled loading day, the shipper shall, with the owner's
          consent, make the meal available for truck load-out on the third day
          at another regular plant, in conformance with the Shipping
          Certificate, and will compensate the owner for any transportation loss
          resulting from the change in the location of the shipping plant.

    (12)  A tolerance of five tons over the total truck shipment may be loaded
          and settled at the market price at the time the last truck is loaded.

(i) Change of Election for Mode of Load-Out Due to Unavailability of Rail Cars



              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

    The owner may elect to amend rail loading orders to load-out by truck in the
    event of rail car unavailability. Rail loading orders amended in this manner
    shall be entitled to equal treatment. A premium of $3.50/ton shall be
    applied to all shipments of meal loaded-out by truck and shall be payable on
    the day loading orders were amended to specify the owner's election for
    load-out by truck.

(j) Certification of Soybean Meal - Effective September 1, 1992 and upon written
    request by a taker of delivery at the time loading orders are  submitted for
    the delivery of soybean meal against canceled shipping certificates, the
    shipper shall certify in writing to the taker of delivery on the day that
    the transportation conveyance is loaded that the soybean meal is produced
    from soybeans of U.S. origin only. Shipping certificates issued prior to
    September 1, 1992 will be deliverable against futures contracts beginning
    September 1992 only if the regular shipper provides certification on the
    shipping certificate that the U.S. origin-only option is available to the
    taker of delivery of soybean meal.  (05/01/95)

1291.01  Conditions of Regularity - Persons operating Soybean Meal Shipping
Plants who desire to have such plants made regular for delivery of Soybean Meal
under the Rules and Regulations shall make application for an initial
Declaration of Regularity on a form prescribed by the Board prior to May 1,
1994, and every even year thereafter, for a two year term beginning the
following July 1, 1994, and every even year thereafter, and at any time during a
current term for the balance of that term. Regular Soybean Meal Shipping Plants
who desire to increase their regular capacity during a current term shall make
application for the desired amount of total regular capacity on the same form.
Initial regularity for the current term and increases in regularity shall be
effective either thirty days after a notice that a bona fide application has
been received is posted on the floor of the exchange, or the day after the
application is approved by the Exchange, whichever is later. Applications for
renewal of regularity must be made prior to May 1, 1994, and every even year
thereafter, for the respective years beginning July 1, 1994, and every even year
thereafter and shall be on the same form.

The following shall constitute the requirements and conditions of regularity:

1.  The plant of the shipper making application shall be inspected by the
    Exchange.

2.  Such shipping plant shall be connected by railroad tracks with one or more
    railway lines.

3.  The operator or manager of such shipping plant shall be in good financial
    standing and credit, and shall meet the minimum financial requirements and
    financial reporting requirements set forth in Appendix 4E. No shipping plant
    shall be declared regular until the person operating the same files a bond
    with sufficient sureties in such sum and subject to such conditions as the
    Exchange may require.

4.  Such shipping plant shall be provided with standard equipment and appliances
    for the convenient and expeditious shipping of Soybean Meal in bulk in the
    conveyances for which the plant is registered with the Exchange according to
    Regulation 1290.01 (a) and (b).

5.  The operator or manager of such shipping plant shall honestly and cordially
    cooperate with the system of registration of Soybean Meal Shipping
    Certificates for Soybean Meal to be shipped in satisfaction of deliveries on
    futures contracts.

6.  No shipper shall engage in any unethical or inequitable practice or fail to
    comply with any law, Federal or State, or any rule or regulation promulgated
    thereunder.

7.  The shipper shall make such reports, keep such records, and permit  such
    processing plant visitations as the Secretary of Agriculture may prescribe,
    and shall comply with all applicable Rules and Regulations and orders
    promulgated by the Secretary of Agriculture or the government agency
    administering the Commodity Exchange Act, and shall comply with all
    requirements made by the Exchange because of such Rules and Regulations or
    orders.

8.  The plant must not have been continuously out of operation for the two
    consecutive years prior to application for regularity or renewal thereof.

9.  The operator or manager of such shipping plant shall accord every facility
    to the Exchange for the examination of the facility and the stocks of
    soybean meal which may be on hand at any time. Such examination may be made
    at any time.



              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

10. Soybean Meal inventory which is covered by shipping certificates tendered
    for delivery shall be insured against the contingencies provided for in a
    standard "All Risks" policy (including earthquake) to such an extent and in
    such amounts as required by the Exchange. The shipper shall furnish the
    Exchange with either a copy of the current insurance policy or policies, or
    a written confirmation from the insurance company that such insurance has
    been effected.

11. The operator or manager of such shipping plant shall be subject to the
    Association's Rules and Regulations pertaining to arbitration procedures, as
    set forth in Chapter 6, and, with respect to compliance with Rules and
    Regulations pertaining to a shipping plant's regularity, shall be subject to
    the Association's Rules and Regulations pertaining to disciplinary
    procedures, as set forth in Chapter 5. 2077

12. The operator or manager of such shipping plant shall consent to the
    disciplinary jurisdiction of the Exchange for five years after such
    regularity lapses, for conduct pertaining to regularity which occurred while
    the shipping plant was regular.  (09/01/94)

1294.01  Revocation, Expiration or Withdrawal of Regularity  - Any regular
shipper may be declared irregular at any time if he fails to carry out the
duties of delivery by Soybean Meal Shipping Certificate as prescribed by these
Regulations or violate any conditions of regularity. If designation of a shipper
as regular shall be revoked, the Exchange shall announce such revocation on the
bulletin board of the Exchange and also the period of time, if any, during which
the Soybean Meal Shipping Certificates issued by such shipper shall thereafter
be deliverable in satisfaction of futures contracts in Soybean Meal under the
Rules and Regulations.

In the event of revocation, expiration or withdrawal of regularity, or in the
event of sale or abandonment of the properties where regularity is not reissued,
holders of outstanding shipping certificates shall be given thirty days to take
load-out of the commodity from the facility. If a holder of an outstanding
shipping certificate chooses not to take load-out during this period, the
facility must provide him with another shipping certificate at another, mutually
acceptable regular shipping plant, with adjustments for differences in contract
differentials. Alternatively, if such shipping certificate is unavailable, the
facility must provide the holder with an equivalent quantity and quality of the
soybean meal designated in the shipping certificate at a mutually acceptable
location. 2079  (09/01/94)

1295.01  Application for Declaration of Regularity  - All applications by
operators of shipping plants for a Declaration of Regularity under Regulation
1291.01 shall be on the following form:

             SHIPPER'S APPLICATION FOR A DECLARATION OF REGULARITY
              FOR THE DELIVERY OF SOYBEAN MEAL UPON CONTRACTS FOR
           FUTURE DELIVERY UNDER THE CHARTER RULES AND REGULATIONS OF
                   THE BOARD OF TRADE OF THE CITY OF CHICAGO
                                                      _______________,20________

                     BOARD OF TRADE OF THE CITY OF CHICAGO
                               Chicago, Illinois
      Gentlemen:
      We, the______________________________________ (hereinafter
      called Shipper), owner or lessee of the__________________
      located at________________________ having a maximum 24 hour
      crushing capacity of____________ bushels of soybeans per day
      multiplied by the factor 0.022 for a maximum 24 hour production
      capacity of_______________ tons of Soybean Meal per day, having
      storage capacity for_________ tons of Soybean Meal, and
      applying_____________ tons as a registered total daily rate of
      loading (not less than 40% nor more than 100% of his maximum 24
      hour production capacity of soybean meal and a minimum of 200
      tons of regularity per day), (______ % of which shall be the
      registered daily rate of loading for truck. *Minimum 40%), as
      the basis of calculation for the purpose of Regulations 1290.01
      (a) 1290.01 (c) and 1290.01 (d), do hereby make application to
      the Board of Trade of the City of Chicago (herein after called
      Exchange), for a Declaration of Regularity to issue Soybean Meal
      Shipping Certificates for the Delivery of Soybean Meal upon
      contracts for future delivery for a period beginning July
      1,_________ and ending Midnight, June 30,___________. __ Central
      Territory __ Mid South Territory __ Eastern Iowa Territory __
      Northeast Territory __ Missouri Territory __ Northern Terrritory
      * As applicable, normal truck loading hours are______ a.m.
      to______ p.m., Central Daylight Saving Time.

                            Conditions of Regularity

      Such declaration of regularity, if granted, shall be cancellable
      by the Exchange whenever the following conditions shall not be
      observed:

      1.  The Shipper must:



              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------

          (1)  give such bonds to the Exchange as it may require.

          (2)  notify the Exchange immediately of any change in its capital
               ownership, of any reduction in total capital of 20 percent or
               more from the level reported in the last financial statement
               filed with the Exchange, or of any change in the condition of its
               shipping facilities.

          (3)  make such reports, keep such records, and permit such shipping
               plant visitation as the Secretary of Agriculture may prescribe;
               comply with all applicable Rules and Regulations and orders
               promulgated by the Secretary of Agriculture or the Government
               agency administering the Commodity Exchange Act; and comply with
               all requirements of the Exchange permitted or required by such
               Rules and Regulations or orders.

          (4)  make application for renewal of the declaration of regularity in
               writing on or before May 1, 1994, and every even year thereafter.

          (5)  notify the Exchange immediately of any change in the maximum 24
               hour crushing capacity of soybeans at the soybean meal shipping
               plant.

      2.  The Shipping Plant must be:

          (1)  subject to the prescribed examination and approval of the
               Exchange.

          (2)  connected by railroad tracks to one or more railway lines.

          (3)  equipped with standard equipment and appliances for the
               convenient and expeditious shipping of Soybean Meal in bulk.

      3.  The Shipping Plant and the Shipper must conform to the requirements of
          the Exchange as to location, accessibility and suitability as may be
          prescribed in the Rules and Regulations of the Exchange.

      Agreements of the Shipper

      The Shipper expressly agrees:

      (1) that all Soybean Meal tendered in satisfaction of futures contracts
          shall be weighed by an Official Weigher of the Exchange.

      (2) that all Soybean Meal Shipping Certificates will be registered with
          the Registrar of the Exchange.

      (3) to fulfill the duties of a shipper issuing Soybean Meal Shipping
          Certificates as set forth in the Regulations in the Chapter of the
          Rules and Regulations of the Board of Trade of the City of Chicago
          pertaining to Soybean Meal.

      (4) to abide by the Rules and Regulations of the Exchange applicable to
          the issuance of Soybean Meal Shipping Certificates, shipping,
          application of billing, standards, and inspection of Soybean Meal.

      (5) that the Exchange may cancel said declaration of regularity, if
          granted, for any breach of said agreements.

      (6) that the signing of this application constitutes a representation that
          the conditions of regularity are complied with and will be observed
          during the life of the declaration of regularity and, if found to be
          untrue, the Exchange  shall have the right to cancel said declaration
          of regularity immediately.

      (7) to be subject to the Association's Rules and Regulations pertaining to
          arbitration procedures, as set forth in Chapter 6, and with respect to
          compliance with Rules and Regulations pertaining to regularity, to be
          subject to the Association's Rules and Regulations pertaining to
          disciplinary procedures, as set forth in Chapter 5; and to abide by
          and perform any disciplinary decision imposed upon it or any
          arbitration award issued against it pursuant to such Rules and
          Regulations.

      (8) to consent to the disciplinary jurisdiction of the Exchange for five
          years after regularity lapses for conduct pertaining to regularity
          which occurred while the firm was regular.


                                    ____________________________________________
                                                          Company
                                  By____________________________________________
                                                          Title
      Bond in the amount of___________________ duly filed_______________________
                                                                   Date
                                      __________________________________________
                                                                 Secretary
      This application is approved and a Declaration of Regularity is granted by
      the Board of Trade of the City of Chicago.

                                      __________________________________________
                                                        Secretary
      _____________________________
                  Date
                                                                            2081
(01/01/00)



              Ch12 Regularity of Issuers of Shipping Certificates
              ---------------------------------------------------


1296.01  Regular Shippers  - (See Appendix 12A)  (09/01/94)





===================================================================================================================
Chapter 13
Oats Futures Options
===================================================================================================================
                                                                                                         
         Ch13 Trading Conditions............................................................................
                1301.00      Authority......................................................................
                1301.01      Application of Regulations.....................................................
                1302.01      Nature of Oats Futures Put Options.............................................
                1302.02      Nature of Oats Futures Call Options............................................
                1303.01      Trading Unit...................................................................
                1304.01      Striking Prices................................................................
                1305.01      Payment of Option Premium......................................................
                1306.01      Option Premium Basis...........................................................
                1307.01      Exercise of Option.............................................................
                1307.02      Automatic Exercise.............................................................
                1308.01      Expiration of Option...........................................................
                1309.01      Months Traded In...............................................................
                1310.01      Trading Hours..................................................................
                1311.01      Position Limits and Reportable Positions.......................................
                1312.01      Margin Requirements............................................................
                1313.01      Last Day of Trading............................................................
                1314.01      Option Premium Fluctuation Limits..............................................




================================================================================
Chapter 13
Oats Futures Options
================================================================================

Ch13 Trading Conditions

1301.00     Authority - (See Rule 2801.00.)  (09/01/94)

1301.01     Application of Regulations - Transactions in put and call options on
Oats futures contracts shall be subject to the general rules of the Association
as far as applicable and shall also be subject to the regulations contained in
this Chapter which are exclusively applicable to trading in put and call options
on Oats futures contracts. (See Rule 490.00) (09/01/94)

1302.01     Nature of Oats Futures Put Options - The buyer of one (1) Oats
futures put option may exercise his option at any time prior to expiration
(subject to Regulation 1307.01), to assume a short position in one (1) Oats
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Oats futures put option
incurs the obligation of assuming a long position in one (1) Oats futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer. (09/01/94)

1302.02     Nature of Oats Futures Call Options - The buyer of one (1) Oats
futures call option may exercise his option at any time prior to expiration
(subject to Regulation 1307.01), to assume a long position in one (1) Oats
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Oats futures call option
incurs the obligation of assuming a short position in one (1) Oats futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (09/01/94)

1303.01     Trading Unit - One (1) Oats futures contract of a specified contract
month on the Chicago Board of Trade 09/01/94)

1304.01     Striking Prices - Trading shall be conducted for put and call
options with striking prices (the "strikes") in integral multiples of five (5)
cents per Oat futures contract (i.e., 2.50, 2.55, 2.60, etc.) in integral
multiples of ten (10) cents per bushel per Oat futures contract (i.e., 2.50,
2.60, 2.70, etc.) and in integral multiples of twenty (20) cents per bushel per
Oat futures contract (i.e., 2.80, 3.00, 3.20, etc.) as follows:

1.   a.  In integral multiples of ten cents, at the commencement of trading for
         an option contract, the following strikes shall be listed: one with a
         strike closest to the previous day's settlement price of the underlying
         Oat futures contract, the next five consecutive higher and the next
         five consecutive lower strikes (the "initial band"). If the previous
         day's settlement price is midway between two strikes, the closest price
         shall be the larger of the two.

     b.  In integral multiples of twenty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: the next
         four consecutive strikes above the initial band.

     c.  In integral multiples of ten cents, over time, strikes shall be added
         as necessary to insure that all strikes within 55 cents of the previous
         day's trading range of the underlying futures contract are listed (the
         "minimum band").

     d.  In integral multiples of twenty cents, over time, strikes shall be
         added as necessary to insure that the next four consecutive strikes
         above the minimum band are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  In integral multiples of five cents, at the commencement of trading for
         options that are traded in months in which Oat futures are not traded,
         and for standard option months, the business day they become the second
         deferred month, the following strike prices shall be listed: one with a
         strike closest to the previous day's settlement price of the underlying
         Oat futures contract and the next five consecutive higher and the next
         five consecutive lower strikes. For example, five-cent strike price
         intervals for the September 2001 contract would be added on June 25,
         which is the business day after the expiration of the July contract
         month.

     b.  Over time, new five-cent strike prices will be added to ensure that at
         least five strike prices exist above and below the precious day's
         trading range in the underlying futures.

3.   a.  In integral multiples of twenty cents, all strikes in which the
         previous day's delta factors (as determined by the Board of Trade) for
         both the put and call options are 0.10 or greater for two consecutive
         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  In integral multiples of ten cents, during the month in which an option
         expires, all strikes in which the previous day's delta factors (as
         determined by the Board of Trade) for both the put



                            Ch13 Trading Conditions
                            -----------------------

           and call options are 0.10 or greater for two consecutive business
           days will be listed for trading.

4.      All strikes will be listed prior to the opening of trading on the
        following business day. The Exchange may modify the procedures for the
        introduction of strikes as it deems appropriate in order to respond to
        market conditions. (05/01/01)

1305.01 Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (09/01/94)

1306.01 Option Premium Basis - The premium for Oats futures options shall be in
multiples of one-eighth (1-8) of one cent per bushel of a 5,000 bushel Oats
futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(09/01/94)

1307.01 Exercise of Option - The buyer of an Oats futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on the expiration date:

        i)     to correct errors or mistakes made in good faith;

        ii)    to take appropriate action as the result of unreconciled Exchange
               option transactions;

        iii)   in exceptional cases involving a customer's inability to
               communicate to the member firm exercise instructions or the
               member firm's inability to receive such instructions prior to
               6:00 p.m. on the last day of trading. (12/01/99)

1307.02 Automatic Exercise - Notwithstanding the provisions of Regulation
1307.01 after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

        i)     to correct errors or mistakes made in good faith;

        ii)    to take appropriate action as the result of unreconciled Exchange
               option transactions;

        iii)   in exceptional cases involving a customer's inability to
               communicate to the member firm exercise instructions or the
               member firm's inability to receive such instructions prior to
               6:00 p.m. on the last day of trading. (12/01/99)

1308.01 Expiration of Option - Unexercised Oats futures options shall expire at
10:00 a.m. on the first Saturday following the last day of trading. (09/01/94)

1309.01 Months Traded In - Trading may be conducted in the nearby Oats futures
options contract month plus any succeeding months, provided however, that the
Board or a Committee authorized by the Board may determine not to list a
contract month. For options that are traded in months in which Oats futures are
not traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the February option contract is the March futures contract.
(09/01/00)

1310.01 Trading Hours - The hours of trading of options on Oats futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Oats futures contract, subject to the provisions of the second
paragraph in Rule 1007.00. On the last day of trading in an expiring option, the
expiring Oats futures options shall be closed with a public call, made strike
price by strike price, conducted by such persons as the Regulatory Compliance
Committee shall direct. Oats futures options shall be opened and closed for all
months and strike prices simultaneously or in such a manner as the Committee
shall direct. (03/01/00)



                            Ch13 Trading Conditions
                            -----------------------

1311.01        Position Limits and Reportable Positions - (See Regulation
               425.01) (10/01/00)

1312.01        Margin Requirements - (See Regulation 431.05)  (09/01/94)

*1313.01 Last Day of Trading - No trades in Oats futures options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Oats futures contract on the
last Friday which precedes by at least two [five} business days, the last
business day of the month preceding the option month. If such Friday is not a
business day, the last day of trading shall be the business day prior to such
Friday. (03/01/00)

*Additions underlined; Deletions bracketed for contracts from May 2001 forward.

1314.01 Option Premium Fluctuation Limits - Trading is prohibited during any day
except for the last day of trading in an Oats futures option at a premium of
more than the trading limit for the Oats futures contract above and below the
previous day's settlement premium for that option as determined by the Clearing
Corporation. On the first day of trading, limits shall be set from the lowest
premium of the opening range. (09/01/94)



===============================================================================
Chapter 14A
1,000 Ounce Silver Futures
===============================================================================

   Ch14A Trading Conditions.............................................
       A1401.00   Authority.............................................
       A1402.01   Application of Regulations............................
       A1404.01   Unit of Trading.......................................
       A1405.01   Months Traded In......................................
       A1406.01   Price Basis...........................................
       A1407.01   Hours of Trading......................................
       A1408.01A  Trading Limits........................................
       A1409.01   Last Day of Trading...................................
       A1409.02   Trading in the Last Three Days of the Delivery Month..
       A1410.01   Margin Requirements...................................
       A1411.01   Disputes..............................................
       A1412.01   Position Limits and Reportable Positions..............

   Ch14A Delivery Procedures............................................
       A1436.01   Standards.............................................
       A1440.01   Brands or Markings of Silver Bars.....................
       A1440.02   Withdrawal of Approval of Silver Brand or Marking.....
       A1440.03   Approved Brands.......................................
       A1440.04   Assaying..............................................
       A1441.01   Delivery Points.......................................
       A1442.01   Deliveries by Vault Receipts..........................
       A1442.02   Approved New York Contract Vaults.....................
       A1443.01   Issuance of Vault Receipts............................
       A1443.02   Deposit of Silver with Vaults.........................
       A1444.01   Receipt Format........................................
       A1446.01   Date of Delivery......................................
       A1447.01   Delivery Notices......................................
       A1448.01   Method of Delivery....................................
       A1449.00   Time of Delivery, Payment, Form of Delivery Notice....
       A1449.02   Buyers' Report of Eligibility to Receive Delivery.....
       A1449.03   Sellers' Invoice to Buyers............................
       A1449.04   Payment...............................................
       A1450.00   Duties of Members.....................................
       A1451.01   Office Deliveries Prohibited..........................
       A1454.00   Failure to Accept Delivery............................
       A1456.01   Storage and Transfer Fees.............................

   Ch14A Regularity of Vaults...........................................
       A1480.01   Duties of Vault Operators.............................
       A1481.01   Conditions of Regularity..............................
       A1484.01   Revocation of Regularity..............................
       A1485.01   Application for Declaration of Regularity.............
       A1486.01   Regular Vaults........................................



===============================================================================
Chapter 14A
1,000 Ounce Silver Futures
===============================================================================

Ch14A Trading Conditions

A1401.00  Authority - On or after August 1,1969 trading in Silver may be
conducted under such terms and conditions as may be prescribed by regulation.
(09/01/94)

A1402.01  Application of Regulations - Transactions in Silver futures shall be
subject to the general rules of the Association as far as applicable to trading
in Silver. (09/01/94)

A1404.01  Unit of Trading - Silver shall be traded in units of 1,000 troy ounces
after the effective date of this regulation. Bids and offers may be accepted in
lots of 1,000 troy ounces or multiples thereof. (09/01/94)

A1405.01  Months Traded In - Trading in Silver may be conducted in the current
month and any subsequent months. (05/01/01)

A1406.01  Price Basis - All prices of Silver shall be basis Chicago, Illinois,
or New York, New York in multiples of 10/100 of one cent per troy ounce.
Contracts shall not be made on any other price basis. (05/01/01)

A1407.01  Hours of Trading - The hours of trading for future delivery in Silver
shall be from 7:25 a.m. to 1:25 p.m. On the last day of trading in an expiring
future the closing time with respect to such future shall be 1:25 p.m. subject
to the otherwise applicable provisions of the second paragraph of Rule 1007.00.
Market shall be opened and closed with a public call made month by month,
conducted by such persons as the Exchange shall direct. (09/01/94)

A1408.01A Trading Limits - (See 1008.01) (09/01/94)

A1409.01  Last Day of Trading - No trades in Silver futures deliverable in the
current month shall be made during the last three business days of that month
and any contracts remaining open must be settled by delivery or as provided in
Regulation 1409.02 after trading in such contracts has ceased; and if not
previously delivered, delivery must be made no later than the last business day
of the month. Tender shall be one business day prior to delivery. (09/01/94)

A1409.02  Trading in the Last Three Days of the Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 1409.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of a bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

A1410.01  Margin Requirements - (See Regulation 431.03) (09/01/94) (See 431.03)

A1411.01  Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. 7060 (09/01/94)

A1412.01  Position Limits and Reportable Positions - (See 425.01) (09/01/94)



Ch14A Delivery Procedures

A1436.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be refined Silver in bars cast in basic weights of
1,000 troy ounces (each bar may vary no more than 12% more or less); assaying
not less than 999 fineness and must be a brand and marking officially listed by
the Exchange. 7051 (09/01/94)

A1440.01  Brands or Markings of Silver Bars - Brands or markings may be listed
with the Board of Trade to be deliverable in satisfaction of futures contracts
upon application and approval by the Exchange. The Exchange may require such
sureties as it deems necessary to accompany said applications. The Secretary's
Office shall keep on file descriptions and/or replicas of the brands or markings
of silver bars which are deliverable. The addition of brands or markings shall
be binding upon all such contracts outstanding as well as those entered into
after approval. 7073 (09/01/94)

A1440.02  Withdrawal of Approval of Silver Brand or Marking - If at any time the
metallurgical assay of any silver bars bearing a brand or marking on the
official list depreciates below 999 fineness, the Exchange may exclude said
brand or marking from the official list unless deliveries of bars bearing said
brand or markings are accompanied by certificates of analysis of an official
assayer showing a silver fineness of not less than 999. Notice of such action
shall be posted upon the bulletin board of the Association and the official list
shall indicate the limitation upon deliveries of said brand or marking. 7074
(09/01/94)

A1440.03  Approved Brands - (See Appendix 14A) (09/01/94)

A1440.04  Assaying - The Board of Trade at its sole discretion shall have the
authority at anytime to have assayed any silver bars covered by vault receipts
delivered against futures contracts. Costs to be borne by the Board of Trade.
7072 (09/01/94)

A1441.01  Delivery Points - Silver located at regular vaults at points approved
by the Exchange may be delivered in satisfaction of futures contracts. 7064
(09/01/94)

A1442.01  Deliveries by Vault Receipts - Deliveries on Silver futures contracts
shall be made by the delivery of depository vault receipts issued by vaults
which have been approved and designated as regular vaults by the Exchange for
the storage of Silver. Silver in bars must come to the regular vault directly
from an approved refiner or from another regular vault either on the Chicago or
New York contract by insured or bonded carrier. Vaults may issue receipts for
silver based on receipts for one bar each issued by said vault when the five
receipts originated from silver that was deliverable and registered on the Board
of Trade contract and subsequently broken into small lots and that said silver
bars were never removed from the vault in which it was originally deposited.

The vault receipts shall evidence that storage charges have been paid up to and
including December 31st of the current calendar year. Prepaid storage charges
shall be charged to the buyer by the seller from the date of the delivery to the
expiration of the storage charge period. Penalty charges for late storage
payments shall not be charged to the buyer by the seller. In order to effect a
valid delivery, each vault receipt must be endorsed by the clearing member
making delivery.

By the tender of a warehouse or vault receipt for silver duly endorsed for
delivery of the lot on an Exchange contract, the endorser shall be deemed to
warrant, to his transferee and each subsequent transferee of the receipt for
delivery on Exchange contracts, and their respective immediate principals, the
genuineness, validity, and worth of such receipt, the rightfulness and
effectiveness of his transfer thereof, and the quantity and quality of the
silver shown on the receipt.

In the event such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the silver, the
lot shall be immediately submitted for sampling and assaying to an assayer
approved by the Exchange. The expense of sampling and assaying shall, in the
first instance, be borne by the claimant. If a deficiency in quantity or quality
shall be determined by the assayer, the claimant shall have the right to recover
the difference in the market value and expenses incurred in connection with the
sampling and assaying and any cost of replacement of the silver. The claimant
may, at his option, proceed directly against the original endorser of the
warehouse or vault receipt upon Exchange delivery, or against any endorser prior
to claimant without seeking recovery from his immediate deliverer on the
Exchange contract and if the claim is satisfied by the original



                           Ch14A Delivery Procedures
                           -------------------------

endorser of the warehouse or vault receipt, or any other endorser, all the
endorsers will be thereby discharged from liability to the claimant. If the
claimant seeks recovery from any endorser prior to him and his claim is
satisfied by such endorser, the party thus satisfying the claim will have a
similar option to claim recovery directly from any endorser prior to him.

Such claims as are in dispute between members of the Exchange may in each case
be submitted to arbitration under the Rules of the Exchange.

The liability of an endorser of a warehouse or vault receipt as provided herein
shall not be deemed to limit the rights of such endorser against any person or
party for whose account the endorser acted in making delivery on an Exchange
contract. If it shall be determined in such arbitration proceeding that any
endorser of a warehouse or vault receipt or the person or party for whom such
endorser acted was aware of the breach of warranty or was involved in a plan or
arrangement with the original endorser (or his principal) to place such inferior
silver in licensed store for use in deliveries upon Exchange contracts, such
endorsers shall not be entitled to recover from any prior endorser for the
breach of warranty. 7061 (09/01/94)

A1442.02  Approved New York Contract Vaults - (See Appendix 14C) (09/01/94)

A1443.01  Issuance of Vault Receipts - Vault receipts, in order to be eligible
for delivery, must be issued by a regular vault according to the following
procedures and with the following documentation retained by the regular vault:

(1)  For all vault receipts:

     (a)  Receipts shall be issued in numerical order.

     (b)  Copies shall be kept of any cancelled or voided receipts.

     (c)  A record shall be kept of the bar number and the corresponding
          receipt number.

(2)  For silver delivered into the vault directly from a refiner or an approved
     source:

     (a)  Copy of the bar listing which depicts the date of smelting, serial
          numbers, brand marking and troy ounces.

     (b)  Copy of the bonded carrier receipt for the transport of the silver
          from the approved source directly into the regular vault.

(3)  For silver converted from a receipt issued by another exchange:

     (a)  A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

A1443.02  Deposit of Silver with Vaults - Silver in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following information:

     1.   Authorization to receive silver.

     2.   Brand or markings.

     3.   Number of bars.

     4.   Identification (serial number) of each bar.

     5.   Weight of each bar.

     6.   Source (assay report when required-Regulation 1442.01).

     7.   Clearing member.

     8.   Carrier.

     9.   Date of arrival.

Shipments must be prepaid unless otherwise arranged with the regular vault. 7063
(09/01/94)

A1444.01  Receipt Format - The following form of vault receipt shall be used:



                           Ch14A Delivery Procedures
                           -------------------------

          __________________________________________________________
                               (Name of Issuer)

          __________________________________________________________
                                   Address)

         Bearer Receipt No.______________

                              Chicago, Illinois,___________, 20_____

         Bearer Receipt No.______________

                              Chicago, Illinois,___________, 20_____

         RECEIVED from______________________________________________

         and stored at the above address in the safety deposit vaults
         of the undersigned, as a Bailee, subject to the provisions of
         Article 7 of the Illinois Uniform Commercial Code and the
         terms and conditions stated hereon, one (1) bar said to
         contain the total amount shown herein of Silver 999 fine.

         Said bar is deliverable only at said vault to the BEARER of
         this receipt upon surrender hereof, and upon payment of
         storage charges and other proper charges and expenses
         relating to said bars, for which charges and expenses the
         undersigned claims a lien.

         Payment of handling charges for deposit of said bars and of
         storage charges to the end of the current calendar year is
         hereby acknowledged. Storage charges for each subsequent
         calendar year are to be paid to the undersigned, in advance,
         at or before the expiration of the preceding calendar year.

         Bar identification markings of the bars covered by this
         receipt, as shown hereon, have been recorded by the
         undersigned on the basis of markings appearing on said bars.
         THE UNDERSIGNED HAS NOT ASCERTAINED, AND IS NOT RESPONSIBLE
         FOR, THE AUTHENTICITY OR CORRECTNESS OF MARKINGS ON, OR THE
         CONTENT, WEIGHT OR FINENESS OF, SAID BAR.

                        ----------------------------------------------
                                            (Issuer)

                                        By----------------------------
                                               Authorized Signature


                                                 BAR IDENTIFICATION MARKINGS

----------------------------------------------------------------------------
                                      WEIGHT

       SERIAL NUMBER               (Troy Ounces)            MARK OR BRAND
----------------------------------------------------------------------------

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

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

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

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

----------------------------------------------------------------------------
     Total___________               ___________
----------------------------------------------------------------------------


         STORAGE AND HANDLING CHARGES: Storage charges of___________
         per day per contract, minimum___________ per contract; plus
         _________ handling charge per contract tor each deposit and
         _________ for each withdrawal.

                               Storage Payments



-------------------------------------------------------------------------------
                                REC.
                              DEL.CHG.        STORAGE CHARGE
                           --------------------------------------
   RECEIVED FROM    DATE       AMOUNT      AMOUNT       PAID TO    SIGNATURE
-------------------------------------------------------------------------------

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

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

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

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

-------------------------------------------------------------------------------
                                  ENDORSEMENTS

           Date------------------- by-------------------------------------
           Date------------------- by-------------------------------------
           Date------------------- by-------------------------------------
                                                                      7078



                           Ch14A Delivery Procedures
                           -------------------------

           (01/01/00)

A1446.01 Date of Delivery - Where Silver is sold for delivery in a specified
month, delivery of such Silver may be made by the Seller upon such day of the
specified month as the Seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. 7066 (09/01/94)

A1447.01  Delivery Notices - (See 1047.01) (09/01/94)

A1448.01  Method of Delivery - (See 1048.01) (09/01/94)

A1449.00  Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

A1449.02  Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

A1449.03  Sellers' Invoice to Buyers - In addition to the requirements of
1049.03, the seller shall mail a copy of the invoice to the vault or vaults who
issued the vault receipts being delivered. The seller will thereby notify the
vault of the transfer of ownership of the indicated vault receipts from the
seller to the buyer. The seller will be responsible for the payment of storage
charges unless the vault has been notified thereby. (09/01/94)

A1449.04  Payment - Payment is to be made by a check drawn on and certified by a
Chicago bank or by a Cashier's check issued by a Chicago bank. 7071 (09/01/94)

A1450.00  Duties of Members - (See 1050.00) (09/01/94)

A1451.01  Office Deliveries Prohibited - (See 1051.01) (09/01/94)

A1454.00  Failure to Accept Delivery - (See 1054.00) (09/01/94)

A1456.01  Storage and Transfer Fees - Storage charges, transfer fees and
in-and-out charges shall be set by each depository vault and the schedule of
such rates shall be posted with the Association, which should be notified at
least 60 days in advance of any changes in the rate schedule. Except as
otherwise provided, all charges for storage, etc., shall remain the
responsibility of the Seller until payment is made. 7065 (09/01/94)



Ch14A Regularity of Vaults

A1480.01  Duties of Vault Operators - It shall be the duty of the operators of
all regular vaults:

(a)   To accept Silver for delivery on Chicago Board of Trade contracts,
      provided such Silver is ordered into the Vault by a Clearing Member of the
      Association, and all space in such vaults is not already filled or
      contracted for.

(b)   To notify the Board of Trade of any change in the condition of their
      vaults.

(c)   To release to the bearer of the receipt the bars covered by said receipt
      upon presentation of the receipt and payment of all storage and outloading
      charges no later than the business day following compliance with these
      provisions.

(d)   To keep stocks of Silver in storage in balance with Silver represented by
      its outstanding vault receipts. 7076 (09/01/94)

A1481.01  Conditions of Regularity - Persons operating depository vaults who
desire to have such vaults made regular for delivery of silver under the Rules
and Regulations shall make application for a Declaration of Regularity on a form
prescribed by the Exchange for a two year term expiring June 30, 1994, and every
even year thereafter. Regularity shall be effective 30 days after all terms and
conditions have been met and notice to that effect has been posted on the
bulletin board of the Association. Applications for renewal of regularity must
be made prior to May 1, 1994, and every even year thereafter, in each year for
the respective years beginning July 1, 1994, and every even year thereafter and
shall be on the same form. The following shall constitute the requirements and
conditions for regularity:

(1)   The vault making application shall be inspected by the Exchange.

(2)   The operator of such vault must be a U.S. Bank (either federal or state
      charter) or a corporation that acts in a fiduciary capacity with capital
      (capital, surplus and undivided earnings) in excess of $250,000,000. The
      Exchange may require the operator of the vault to file a bond with
      sufficient sureties in such sum and subject to such conditions as the
      Exchange sees fit.

(3)   Such vault shall be provided with standard equipment and appliances for
      the convenient and safe storage of Silver and provide for proper security.

(4)   The operator of such vault shall furnish to the Registrar all needed
      information to enable him to keep a correct record and account of all
      Silver received and delivered by them daily and of that remaining in store
      at the close of each week.

(5)   The operator of such vault shall accord every facility to any duly
      authorized committee for the examination of its books or records for the
      purpose of ascertaining the stocks of Silver. The Exchange shall have the
      authority to employ experts to determine the quantity and quality of
      Silver in said vault.

(6)   No vault shall be deemed suitable to be declared regular if its location,
      accessibility, tariffs, or other qualifications shall depart from
      uniformity to the extent that its receipts as tendered in satisfaction of
      futures contracts impair the efficacy of futures trading in this market,
      or if the operator of such vault engages in unethical or inequitable
      practices, or if the operator fails to comply with any laws, Federal or
      State, or Rules or Regulations promulgated under those laws.

(7)   The operator shall make such reports, keep such records, and permit such
      vault visitation as the Board of Trade may prescribe, and shall comply
      with all applicable Rules and Regulations.

(8)   Depository vaults must be located at points approved by the Exchange.

(9)   Vault operator shall maintain, in the immediate vicinity of the Exchange,
      either an office, or a duly authorized representative or agent (who must
      be a clearing member of the Exchange) approved by the Exchange, where
      owners of Vault Receipts may pay charges and surrender receipts for
      loading and shipment. 7075 (05/01/01)

A1484.01 Revocation of Regularity - Any regular vault may be declared by the
Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee, to be irregular at any time if it



                          Ch14A Regularity of Vaults
                          --------------------------

does not comply with the conditions above set forth, or fails to carry out its
prescribed duties. If the designation of a vault as regular shall be revoked a
notice shall be posted on the bulletin board announcing such revocation and also
the period of time, if any, during which the receipts issued by such vault shall
thereafter be deliverable in satisfaction of futures contracts in Silver under
the Rules and Regulations. 7077 (09/01/94)

A1485.01  Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1481.01
shall be on the following form:

               APPLICATION FOR A DECLARATION OF REGULARITY FOR
               THE STORAGE OF SILVER UPON CONTRACTS FOR FUTURE
              DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.

Board of Trade of the City of Chicago
141 West Jackson Boulevard
Chicago, Illinois 60604

           Gentlemen:
           ________________________________________________(hereinafter called
           Vault), located at_____________________________, Chicago, Illinois
           606_________ and licensed/Incorporated under the laws
           of____________________________, having allocated storage capacity
           of____________ Troy ounces (hereinafter called Regular Capacity) for
           the storage of silver for delivery in satisfaction of futures
           contracts on the Board of Trade of the City of Chicago (hereinafter
           called Exchange), does hereby make application to the Exchange for a
           Declaration of Regularity to handle, receive and store such silver
           (hereinafter called Silver) for a period beginning__________________
           and ending midnight June 30, 20______.

                           Conditions of Regularity

           Such Declaration of Regularity, if granted, shall be cancellable by
           the Exchange whenever the following conditions shall not be observed:

           1.  The Vault must:

               (1)   give such bonds to the Exchange as may be reasonably
                     require.

               (2)   notify the Exchange promptly of any material change in
                     ownership or condition of its premises.

               (3)   make such reports, keep such records, and permit such
                     inspections as the Exchange may reasonably prescribe.

               (4)   comply with all applicable Rules and Regulations of
                     the Exchange; and comply with all requirements of the
                     Exchange permitted or required by such Rules and
                     Regulations.

           2.  The Vault must be:

               (1)   continuously located at a delivery point approved by the
                     Exchange.

               (2)   properly safeguarded and equipped to provide safe and
                     convenient storage of Silver.

                              Agreements of Vault

           The Vault expressly agrees:

           (1) in the event of revocation or expiration of regularity, to bear
               the expenses of the transfer of Silver to another regular vault
               satisfactory to the holders of its vault receipts.

           (2) neither to withdraw as a regular vault nor withdraw any Regular
               Capacity during the life of this Declaration of Regularity except
               after sixty (60) days notice to the Exchange or having obtained
               the consent of the Exchange.

           (3) to notify the Exchange at least sixty (60) days in advance of any
               changes in its maximum storage, penalty for late storage payment
               and handling charges as shown in the attached schedule.

           Submitted herewith is a specimen of the Vault's proposed vault
           receipt.
                                               ____________________________

           ________________________            By__________________________
                     Date                                 Title

           This application is approved and a Declaration of Regularity is
           hereby granted.

                     Board of Trade of the City of Chicago

                                               By__________________________


           ________________________
                     Date

                                               By__________________________



                          Ch14A Regularity of Vaults
                          --------------------------

                                                         Secretary

                                                                        7079

           (05/01/01)

A1486.01  Regular Vaults - (See Appendix 14B)  (05/01/01)





================================================================================================================
Chapter 14B
5,000 Ounce Silver Futures
================================================================================================================
                                                                                                        
         Ch14B Trading Conditions........................................................................
                B1401.00     Authority...................................................................
                B1402.01     Application of Regulations..................................................
                B1404.01     Unit of Trading.............................................................
                B1405.01     Months Traded In............................................................
                B1406.01     Price Basis.................................................................
                B1407.01     Hours of Trading............................................................
                B1408.01A    Trading Limits..............................................................
                B1409.01     Last Day of Trading.........................................................
                B1409.02     Trading in the Last Three Days of the Delivery Month........................
                B1410.01     Margin Requirements.........................................................
                B1411.01     Disputes....................................................................
                B1412.01     Position Limits and Reportable Positions....................................

         Ch14B Delivery Procedures.......................................................................
                B1436.01     Standards...................................................................
                B1440.01     Brands or Markings of Silver Bars...........................................
                B1440.02     Withdrawal of Approval of Silver Brand or Marking...........................
                B1440.03     Approved Brands.............................................................
                B1440.04     Assaying....................................................................
                B1441.01     Delivery Points.............................................................
                B1442.01     Deliveries by Vault Receipts................................................
                B1442.02     Approved New York Contract Vaults...........................................
                B1443.01     Issuance of Vault Receipts..................................................
                B1443.02     Deposit of Silver with Vaults...............................................
                B1444.01     Receipt Format..............................................................
                B1446.01     Date of Delivery............................................................
                B1447.01     Delivery Notices............................................................
                B1448.01     Method of Delivery..........................................................
                B1449.00     Time of Delivery, Payment, Form of Delivery Notice..........................
                B1449.02     Buyers' Report of Eligibility to Receive Delivery...........................
                B1449.03     Sellers' Invoice to Buyers..................................................
                B1449.04     Payment.....................................................................
                B1450.00     Duties of Members...........................................................
                B1451.01     Office Deliveries Prohibited................................................
                B1454.00     Failure to Accept Delivery..................................................
                B1456.01     Storage and Transfer Fees...................................................

         Ch14B Regularity of Vaults......................................................................
                B1480.01     Duties of Vault Operators...................................................
                B1481.01     Conditions of Regularity....................................................
                B1484.01     Revocation of Regularity....................................................
                B1485.01     Application for Declaration of Regularity...................................
                B1486.01     Regular Vaults..............................................................




================================================================================
Chapter 14B
5,000 Ounce Silver Futures
================================================================================

Ch14B Trading Conditions

B1401.00  Authority - On or after August 1, 1969, trading in Silver may be
conducted under such terms and conditions as may be prescribed by regulation.
(09/01/94)

B1402.01  Application of Regulations - Transactions in Silver futures shall be
subject to the general rules of the Association as far as applicable to trading
in Silver.

For the purposes of this chapter, the trading day begins with the commencement
of trading in each evening session and ends with the close of trading in the
next afternoon session. (09/01/94)

B1404.01  Unit of Trading - Silver shall be traded in units of 5,000 troy ounces
after the effective date of this regulation. Bids and offers may be accepted in
lots of 5,000 troy ounces or multiples thereof. (09/01/94)

B1405.01  Months Traded In - Trading in Silver may be conducted in the current
month and any subsequent months. (09/01/94)

B1406.01  Price Basis - All prices of Silver shall be basis Chicago, Illinois or
New York, New York, in multiples of 10/100 of one cent per troy ounce. Contracts
shall not be made on any other price basis. (09/01/94)

B1407.01  Hours of Trading - The evening hours of trading for future delivery in
Silver shall be determined by the Board. The daytime hours of trading for future
delivery in Silver shall be from 7:25 a.m. to 1:25 p.m. On the last day of
trading in an expiring future the closing time with respect to such future shall
be 1:25 p.m. subject to the otherwise applicable provisions of the second
paragraph of Rule 1007.00. Market shall be opened and closed with a public call
made month by month, conducted by such persons as the Exchange shall direct.
(09/01/94)

B1408.01A Trading Limits - (See 1008.01) (09/01/94)

B1409.01  Last Day of Trading - No trades in Silver futures deliverable in the
current month shall be made during the last three business days of that month
and any contracts remaining open must be settled by delivery or as provided in
Regulation 1409.02 after trading in such contracts has ceased; and if not
previously delivered, delivery must be made no later than the last business day
of the month. Tender shall be one business day prior to delivery. (09/01/94)

B1409.02  Trading in the Last Three Days of the Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 1409.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of a bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

B1410.01  Margin Requirements - (See Regulation 431.03) (09/01/94)

B1411.01  Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. (09/01/94)

B1412.01  Position Limits and Reportable Positions - (See 425.01) (09/01/94)



Ch14B Delivery Procedures

B1436.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be refined Silver in bars cast in basic weights of
1,000 or 1,100 troy ounces (each bar may vary no more than 10% more or less);
assaying not less than 999 fineness and made up of one or more brands and
markings officially listed by the Exchange. Delivery against contracts shall be
in units of 5,000 troy ounces (6% more or less) comprised of 4 or 5 individual
bars. (09/01/94)

B1440.01  Brands or Markings of Silver Bars - Brands or markings may be listed
with the Board of Trade to be deliverable in satisfaction of futures contracts
upon application and approval by the Exchange. The Exchange may require such
sureties as it deems necessary to accompany said applications. The Secretary's
Office shall keep on file descriptions and/or replicas of the brands or markings
of silver bars which are deliverable. The addition of brands or markings shall
be binding upon all such contracts outstanding as well as those entered into
after approval. (09/01/94)

B1440.02  Withdrawal of Approval of Silver Brand or Marking - If at any time the
metallurgical assay of any silver bars bearing a brand or marking on the
official list depreciates below 999 fineness, the Exchange may exclude said
brand or marking from the official list unless deliveries of bars bearing said
brand or markings are accompanied by certificates of analysis of an official
assayer showing a silver fineness of not less than 999. Notice of such action
shall be posted upon the bulletin board of the Association and the official list
shall indicate the limitation upon deliveries of said brand or marking.
(09/01/94)

B1440.03  Approved Brands - (See Appendix 14A) (09/01/94)

B1440.04  Assaying - The Board of Trade at its sole discretion shall have the
authority at anytime to have assayed any silver bars covered by vault receipts
delivered against futures contracts. Costs to be borne by the Board of Trade.
(09/01/94)

B1441.01  Delivery Points - Silver located at regular vaults at points approved
by the Exchange may be delivered in satisfaction of futures contracts.
(09/01/94)

B1442.01  Deliveries by Vault Receipts - Deliveries on Silver futures contracts
shall be made by the delivery of depository vault receipts issued by vaults
which have been approved and designated as regular vaults by the Exchange for
the storage of Silver. Silver in bars must come to the regular vault directly
from an approved refiner or from another regular vault for delivery either on
the Chicago or New York contract by insured or bonded carrier. Vaults may issue
receipts for silver based on receipts for one bar each issued by said vault when
the four or five receipts originated from silver that was deliverable and
registered on the Board of Trade contract and subsequently broken into small
lots and that said silver bars were never removed from the vault in which it was
originally deposited.

The vault receipts issued by Chicago vaults shall evidence that storage charges
have been paid up to and including December 31 of the current calendar year. A
clearing member delivering a New York vault receipt must also tender an
attachment that storage charges have been paid up to and including the calendar
year. Prepaid storage charges shall be charged to the buyer by the seller from
the date of the delivery to the expiration of the storage charge period. Penalty
charges for late storage payments shall not be charged to the buyer by the
seller. In order to effect a valid delivery, each vault receipt must be endorsed
by the clearing member making delivery.

By the tender of a warehouse or vault receipt for silver duly endorsed for
delivery of the lot on an Exchange contract, the endorser shall be deemed to
warrant, to his transferee and each subsequent transferee of the receipt for
delivery on Exchange contracts, and their respective immediate principals, the
genuineness, validity, and worth of such receipt, the rightfulness and
effectiveness of his transfer thereof, and the quantity and quality of the
silver shown on the receipt.

In the event such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the silver, the
lot shall be immediately submitted for sampling and assaying to an assayer
approved by the Exchange. The expense of sampling and assaying shall, in the
first instance, be borne by the claimant. If a deficiency in quantity or quality
shall be determined by the assayer, the claimant shall have the right to recover
the difference in the market value and expenses incurred in connection with the
sampling and assaying and any cost of replacement of the silver. The



                           Ch14B Delivery Procedures
                           -------------------------

claimant may, at his option, proceed directly against the original endorser of
the warehouse or vault receipt upon Exchange delivery, or against any endorser
prior to claimant without seeking recovery from his immediate deliverer on the
Exchange contract and if the claim is satisfied by the original endorser of the
warehouse or vault receipt, or any other endorser, all the endorsers will be
thereby discharged from liability to the claimant. If the claimant seeks
recovery from any endorser prior to him and his claim is satisfied by such
endorser, the party thus satisfying the claim will have a similar option to
claim recovery directly from any endorser prior to him.

Such claims as are in dispute between members of the Exchange may in each case
be submitted to arbitration under the Rules of the Exchange.

The liability of an endorser of a warehouse or vault receipt as provided herein
shall not be deemed to limit the rights of such endorser against any person or
party for whose account the endorser acted in making delivery on an Exchange
contract. If it shall be determined in such arbitration proceeding that any
endorser of a warehouse or vault receipt or the person or party for whom such
endorser acted was aware of the breach of warranty or was involved in a plan or
arrangement with the original endorser (or his principal) to place such inferior
silver in licensed store for use in deliveries upon Exchange contracts, such
endorsers shall not be entitled to recover from any prior endorser for the
breach of warranty. (09/01/94)

B1442.02  Approved New York Contract Vaults - (See Appendix 14C) (09/01/94)

B1443.01  Issuance of Vault Receipts - Vault receipts, in order to be eligible
for delivery, must be issued by a regular vault according to the following
procedures and with the following documentation retained by the regular vault:

(1)  For all vault receipts:

     (a)  Receipts shall be issued in numerical order.

     (b)  Copies shall be kept of any cancelled or voided receipts.

     (c)  A record shall be kept of the bar number and the corresponding receipt
          number.

(2)  For silver delivered into the vault directly from a refiner or an approved
     source:

     (a)  Copy of the bar listing which depicts the date of smelting,
          serial numbers, brand marking and troy ounces.

     (b)  Copy of the bonded carrier receipt for the transport of the
          silver from the approved source directly into the regular vault.

(3)  For silver converted from a receipt issued by another exchange:

     (a)  A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

B1443.02  Deposit of Silver with Vaults - Silver in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following information:

     1.   Authorization to receive silver.

     2.   Brand or markings.

     3.   Number of bars.

     4.   Identification (serial number) of each bar.

     5.   Weight of each bar.

     6.   Source (assay report when required-Regulation 1442.01).

     7.   Clearing member.

     8.   Carrier.

     9.   Date of arrival.



                           Ch14B Delivery Procedures
                           -------------------------

Shipments must be prepaid unless otherwise arranged with the regular vault.
(09/01/94)

B1444.01  Receipt Format - The following form of vault receipt shall be used:

        ________________________________________________________________________
                                (Name of Issuer)

        ________________________________________________________________________
                                    (Address)

        Bearer Receipt No.______________

                            Chicago, Illinois,_________________, 20________

        RECEIVED from___________________________________________________________

        and stored at the above address in the safety deposit vaults of the
        undersigned, as a Bailee, subject to the provisions of Article 7 of the
        Illinois Uniform Commercial Code and the terms and conditions stated
        hereon, four (4) or five (5) bars said to contain the total amount shown
        hereon of Silver 999 fine.

        Said bars are deliverable only at said vault to the BEARER of this
        receipt upon surrender hereof, and upon payment of storage charges and
        other proper charges and expenses relating to said bars, for which
        charges and expenses the undersigned claims a lien.

        Payment of handling charges for deposit of said bars and of storage
        charges to the end of the current calendar year is hereby acknowledged.
        Storage charges for each subsequent calendar year are to be paid to the
        undersigned, in advance, at or before the expiration of the preceding
        calendar year.

        Bar identification markings of the bars covered by this receipt, as
        shown hereon, have been recorded by the undersigned on the basis of
        markings appearing on said bars. THE UNDERSIGNED HAS NOT ASCERTAINED,
        AND IS NOT RESPONSIBLE FOR, THE AUTHENTICITY OR CORRECTNESS OF MARKINGS
        ON, OR THE CONTENT, WEIGHT OR FINENESS OF, SAID BAR.

               ______________________________________________________________
                                    (Issuer)

                                           By___________________________________
                                                      Authorized Signature

                           BAR IDENTIFICATION MARKINGS

------------------------------------------------------------------------------
                                       WEIGHT

       SERIAL NUMBER               (Troy Ounces)            MARK OR BRAND
------------------------------------------------------------------------------

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

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

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

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

------------------------------------------------------------------------------
     Total___________               ___________
------------------------------------------------------------------------------


           STORAGE AND HANDLING CHARGES: Storage charges of________________

           per day per contract, minimum________________ per contract; plus

           _______________handling charge per contract tor each deposit and

           _______________for each withdrawal.


                                Storage Payments



---------------------------------------------------------------------------------------------------------------
                                       REC. DEL.CHG.             STORAGE CHARGE
                                     --------------------------------------------------
    RECEIVED FROM          DATE           AMOUNT               AMOUNT        PAID TO           SIGNATURE
---------------------------------------------------------------------------------------------------------------
                                                                                
---------------------------------------------------------------------------------------------------------------

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

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

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

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


                                  ENDORSEMENTS

           Date_______________________ by_______________________________________
           Date_______________________ by_______________________________________
           Date_______________________ by_______________________________________
           (01/01/00)



                           Ch14B Delivery Procedures
                           -------------------------

B1446.01  Date of Delivery - Where Silver is sold for delivery in a specified
month, delivery of such Silver may be made by the Seller upon such day of the
specified month as the Seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. (09/01/94)

B1447.01  Delivery Notices - (See 1047.01)  (09/01/94)

B1448.01  Method of Delivery - (See 1048.01)  (09/01/94)

B1449.00  Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

B1449.02  Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

B1449.03  Sellers' Invoice to Buyers - In addition to the requirements of
1049.03, the seller shall mail a copy of the invoice to the vault or vaults who
issued the vault receipts being delivered. The seller will thereby notify the
vault of the transfer of ownership of the indicated vault receipts from the
seller to the buyer. The seller will be responsible for the payment of storage
charges unless the vault has been notified thereby. (09/01/94)

B1449.04  Payment - Payment is to be made by a check drawn on and certified by a
Chicago bank or by a Cashier's check issued by a Chicago bank. (09/01/94)

B1450.00  Duties of Members - (See 1050.00) (09/01/94)

B1451.01  Office Deliveries Prohibited - (See 1051.01) (09/01/94)

B1454.00  Failure to Accept Delivery - (See 1054.00) (09/01/94)

B1456.01  Storage and Transfer Fees - Storage charges, transfer fees and
in-and-out charges shall be set by each depository vault and the schedule of
such rates shall be posted with the Association, which should be notified at
least 60 days in advance of any changes in the rate schedule. Except as
otherwise provided, all charges for storage, etc., shall remain the
responsibility of the Seller until payment is made. (09/01/94)



Ch14B Regularity of Vaults

B1480.01  Duties of Vault Operators - It shall be the duty of the operators of
all regular vaults:

(a)  To accept Silver for delivery on Chicago Board of Trade contracts, provided
     such Silver is ordered into the Vault by a Clearing Member of the
     Association, and all space in such vaults is not already filled or
     contracted for.

(b)  To notify the Board of Trade of any change in the condition of their
     vaults.

(c)  To release to the bearer of the receipt the bars covered by said receipt
     upon presentation of the receipt and payment of all storage and outloading
     charges no later than the business day following compliance with these
     provisions.

(d)  To keep stocks of Silver in storage in balance with Silver represented by
     its outstanding vault receipts. (09/01/94)

B1481.01  Conditions of Regularity - Persons operating depository vaults who
desire to have such vaults made regular for delivery of silver under the Rules
and Regulations shall make application for a Declaration of Regularity on a form
prescribed by the Exchange for a two year term expiring June 30, 1994, and every
even year thereafter. Regularity shall be effective 30 days after all terms and
conditions have been met and notice to that effect has been posted on the
bulletin board of the Association. Applications for renewal of regularity must
be made prior to May 1, 1994, and every even year thereafter, for the respective
years beginning July 1, 1994, and every even year thereafter and shall be on the
same form. The following shall constitute the requirements and conditions for
regularity:

(1)  The vault making application shall be inspected by the Exchange.

(2)  The operator of such vault must be a U.S. Bank (either federal or state
     charter) or a corporation that acts in a fiduciary capacity with capital
     (capital, surplus and undivided earnings) in excess of $250,000,000. The
     Exchange may require the operator of the vault to file a bond with
     sufficient sureties in such sum and subject to such conditions as the
     Exchange sees fit.

(3)  Such vault shall be provided with standard equipment and appliances for the
     convenient and safe storage of Silver and provide for proper security.

(4)  The operator of such vault shall furnish to the Registrar all needed
     information to enable him to keep a correct record and account of all
     Silver received and delivered by them daily and of that remaining in store
     at the close of each week.

(5)  The operator of such vault shall accord every facility to any duly
     authorized committee for the examination of its books or records for the
     purpose of ascertaining the stocks of Silver. The Exchange shall have the
     authority to employ experts to determine the quantity and quality of Silver
     in said vault.

(6)  No vault shall be deemed suitable to be declared regular if its location,
     accessibility, tariffs, or other qualifications shall depart from
     uniformity to the extent that its receipts as tendered in satisfaction of
     futures contracts impair the efficacy of futures trading in this market, or
     if the operator of such vault engages in unethical or inequitable
     practices, or if the operator fails to comply with any laws, Federal or
     State, or Rules or Regulations promulgated under those laws.

(7)  The operator shall make such reports, keep such records, and permit such
     vault visitations as the Board of Trade may prescribe, and shall comply
     with all applicable Rules and Regulations.

(8)  Depository vaults must be located at points approved by the Exchange.
     (05/01/01)

B1484.01  Revocation of Regularity - Any regular vault may be declared by the
Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee, to be irregular at any time if it does not comply with the conditions
above set forth, or fails to carry out its prescribed duties. If the designation
of a vault as regular shall be revoked, notice of such revocation shall be
posted on the Association bulletin board and also the period of time, if any,
during which the receipts issued by such vault shall thereafter be deliverable
in satisfaction of futures contracts in Silver under the Rules and Regulations.
(09/01/94)



                          Ch14B Regularity of Vaults
                          --------------------------

B1485.01  Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1481.01
shall be on the following form:

                APPLICATION FOR A DECLARATION OF REGULARITY FOR
                THE STORAGE OF SILVER UPON CONTRACTS FOR FUTURE
               DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.

     Board of Trade of the City of Chicago
     141 West Jackson Boulevard
     Chicago, Illinois 60604
     Gentlemen:
     ________________________________________________(hereinafter called Vault),
     located at_____________________________, Chicago, Illinois 606_________ and
     licensed/Incorporated under the laws of____________________________, having
     allocated storage capacity of____________ Troy ounces (hereinafter called
     Regular Capacity) for the storage of silver for delivery in satisfaction of
     futures contracts on the Board of Trade of the City of Chicago (hereinafter
     called Exchange), does hereby make application to the Exchange for a
     Declaration of Regularity to handle, receive and store such silver
     (hereinafter called Silver) for a period beginning__________________ and
     ending midnight June 30, 20______.

                           Conditions of Regularity

     Such Declaration of Regularity, if granted, shall be cancellable by the
     Exchange whenever the following conditions shall not be observed:

     1.   The Vault must:

          (1)  give such bonds to the Exchange as it may reasonably require.

          (2)  notify the Exchange promptly of any material change in ownership
               or condition of its premises.

          (3)  make such reports, keep such records, and permit such inspections
               as the Exchange may reasonably prescribe.

          (4)  comply with all applicable Rules and Regulations of the Exchange;
               and comply with all requirements of the Exchange permitted or
               required by such Rules and Regulations.

     2.   The Vault must be:

          (1)  continuously located at a delivery point approved by the
               Exchange.

          (2)  properly safeguarded and equipped to provide safe and convenient
               storage of Silver.


                              Agreements of Vault

     The Vault expressly agrees:

     (1)  in the event of revocation or expiration of regularity, to bear the
          expenses of the transfer of Silver to another regular vault
          satisfactory to the holders of its vault receipts.

     (2)  neither to withdraw as a regular vault nor withdraw any Regular
          Capacity during the life of this Declaration of Regularity except
          after sixty (60) days notice to the Exchange or having obtained the
          consent of the Exchange.

     (3)  to notify the Exchange at least sixty (60) days in advance of any
          changes in its maximum storage, penalty for late storage payment and
          handling charges as shown in the attached schedule.

     Submitted herewith is a specimen of the Vault's proposed vault receipt.

                                             ___________________________________
     ________________________________        By_________________________________
                       Date                                   Title

     This application is approved and a Declaration of Regularity is hereby
     granted.

                     Board of Trade of the City of Chicago

     ________________________________

                       Date

                                             By_________________________________
                                                             Secretary


(05/01/01)                                                                 7079

B1486.01  Regular Vaults - (See Appendix 14B) (09/01/94)





===============================================================================================================
Chapter 15A
One Kilo Gold Futures
===============================================================================================================
                          
         Ch15A Trading Conditions.......................................................................
                A1501.00     Authority..................................................................
                A1502.01     Application of Regulations.................................................
                A1504.01     Unit of Trading............................................................
                A1505.01     Months Traded In...........................................................
                A1506.01     Price Basis................................................................
                A1507.01     Hours in Trading...........................................................
                A1508.01A    Trading Limits.............................................................
                A1509.01     Last Day of Trading........................................................
                A1509.02     Trading in the Last Three Days of the Delivery Month.......................
                A1510.01     Margin Requirements........................................................
                A1511.01     Disputes...................................................................
                A1512.01     Position Limits and Reportable Positions...................................

         Ch15A Delivery Procedures......................................................................
                A1536.01     Standards..................................................................
                A1540.01     Brands and Markings of Gold................................................
                A1540.02     Withdrawal of Approval of Gold Brands and Markings.........................
                A1540.03     Approved Brands............................................................
                A1540.04     Assaying...................................................................
                A1541.01     Delivery Points............................................................
                A1542.01     Deliveries by Vault Receipts...............................................
                A1543.01     Issuance of Vault Receipts.................................................
                A1543.02     Deposit of Gold with Vaults................................................
                A1544.01     Receipt Format.............................................................
                A1546.01     Date of Delivery...........................................................
                A1547.01     Delivery Notices...........................................................
                A1548.01     Method of Delivery.........................................................
                A1549.00     Time of Delivery, Payment, Form of Delivery Notice.........................
                A1549.02     Buyers' Report of Eligibility to Receive Delivery..........................
                A1549.03     Sellers' Invoice to Buyers.................................................
                A1549.04     Payment....................................................................
                A1550.00     Duties of Members..........................................................
                A1551.01     Office Deliveries Prohibited...............................................
                A1554.00     Failure to Accept Delivery.................................................
                A1556.01     Storage and Transfer Fees..................................................

         Ch15A Regularity of Vaults.....................................................................
                A1580.01     Duties of Vault Operators..................................................
                A1581.01     Conditions of Regularity...................................................
                A1584.01     Revocation of Regularity...................................................
                A1585.01     Application for Declaration of Regularity..................................
                A1586.01     Regular Vault..............................................................




================================================================================
Chapter 15A
One Kilo Gold Futures
================================================================================

Ch15A Trading Conditions

A1501.00       Authority - Whenever it shall be permitted by the U.S. Government
trading in Gold may be conducted under such terms and conditions as may be
prescribed by regulation. (09/01/94)

A1502.01       Application of Regulations - Transactions in Gold futures shall
be subject to the general rules of the Association as far as applicable to
trading in Gold. (09/01/94)

A1504.01       Unit of Trading - The unit of trading shall be 1 (one) gross
kilogram of gold. Bids and offers may be accepted in lots of 1 (one) gross
kilogram or multiples thereof. (09/01/94)

A1505.01       Months Traded In - Trading in Gold may be conducted in the
current month and any subsequent months. (09/01/94)

A1506.01       Price Basis - All prices of gold shall be basis in store in
approved vaults in Chicago, Illinois or New York, New York, in multiples of ten
cents per fine troy ounce. Contracts shall not be made on any other price basis.
(09/01/94)

A1507.01       Hours in Trading - The hours of trading for future delivery in
Gold shall be from 7:20 a.m. to 1:40 p.m. On the last day of trading in an
expiring future, the closing time with respect to such future shall be 1:40 p.m.
subject to the otherwise applicable provisions of the second paragraph of Rule
1007.00. (09/01/94)

A1508.01A      Trading Limits - (See 1008.01)  (09/01/94)

A1509.01       Last Day of Trading - No trades in Gold futures deliverable in
the current month shall be made during the last three business days of that
month and any contracts remaining open must be settled by delivery or as
provided in Regulation 1509.02 after trading in such contracts has ceased; and
if not previously delivered, delivery must be made no later than the last
business day of the month. Tender shall be one business day prior to delivery.
As is the case with other contracts, delivery notices and supporting data
processing (Delivery) cards must be made delivered to the Clearing House by 4:00
p.m. on position day except that, on the last notice day of the delivery month,
delivery notices and supporting data processing cards may be delivered to the
Clearing House until 2:00 p.m. on intention day. (09/01/94)

A1509.02       Trading in the Last Three Days of the Delivery Month - After
trading contracts for future delivery in the current delivery month has ceased
in accordance with Regulation 1509.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

A1510.01       Margin Requirements - (See Regulation 431.03)  (09/01/94)

A1511.01       Disputes - All disputes between interested parties may be settled
by arbitration as provided in the Rules and Regulations. (09/01/94)

A1512.01       Position Limits and Reportable Positions - (See 425.01)
(09/01/94)



Ch15A Delivery Procedures

A1536.01       Standards - The contract grade for delivery on futures contracts
made under these Regulations shall be 1 (one) bar of refined gold cast in a
gross weight of 1 kilogram minimum, (for the purpose of this contract a kilogram
is a weight equal to 32.150 troy ounces), assaying not less than 995 fineness
and bearing brands and markings officially approved by the Exchange.

Settlement shall be the basis of the fine troy ounces of gold delivered.
(09/01/94)

A1540.01       Brands and Markings of Gold - Brands and markings deliverable in
satisfaction of futures contracts shall be listed with the Board of Trade upon
approval by the Exchange. The Exchange may require such sureties as it deems
necessary. The Secretary's Office shall keep on file the brands and markings of
gold bars which are deliverable. The addition of brands and markings shall be
binding upon all contracts outstanding as well as those entered into after
approval. (09/01/94)

A1540.02       Withdrawal of Approval of Gold Brands and Markings - If at
anytime a brand and marking fails to meet the requirements adopted by the
Exchange or the metallurgical assay of any gold bars bearing a brand and marking
on the official list depreciates below 995 fineness, the Exchange may exclude
said brand and marking from the official list unless deliveries of bars bearing
said brand and marking are accompanied by certificates of analysis of an
official assayer showing a gold fineness of not less than 995, and such
additional bond as the Exchange may deem necessary. Notice of such action shall
be given promptly in writing to each regular vault and shall be posted upon the
bulletin board of the Association and the official list shall indicate the
limitation upon deliveries of said brand and marking. (09/01/94)

A1540.03       Approved Brands - (See Appendix 15A)  (09/01/94)

A1540.04       Assaying - The Board of Trade at its sole discretion shall have
the authority at any time to have assayed any Gold bars covered by vault
receipts delivered against futures contracts. Cost to be borne by the Board of
Trade. (09/01/94)

A1541.01       Delivery Points - Gold located at regular vaults at points
approved by the Exchange (Regulation 1581.01) may be delivered in satisfaction
of futures contracts. (09/01/94)

A1542.01       Deliveries by Vault Receipts - Deliveries on Gold futures
contracts shall be made by the delivery of depository vault receipts issued by
vaults which have been approved and designated by the Board as regular vaults
for the storage of Gold. Gold bars must be good delivery bars as defined by
Board regulations and shipped under bond directly to the regular vault from an
approved vault; or must be bars purchased from an approved source and shipped
directly from that source under bond to the regular vault. Gold bars entering a
regular vault for delivery must be weighed at the vault by a weigher approved by
the Association.

The gross weight of the bars shall be recorded by the approved weigher on the
vault receipt (Regulation 1544.01) to the nearest one thousand (0.001) of a troy
ounce.

The vault receipt issued by Chicago vaults shall evidence that storage charges
have been paid up to and including the end of the Calendar quarter. A clearing
member delivering a New York vault receipt must also tender an attachment
stating that storage charges have been paid up to and including the end of the
calendar quarter. Prepaid Storage Charges shall be charged to the buyer by the
seller from the date of delivery to the expiration of the storage charge period.
In order to effect a valid delivery, each vault receipt must be endorsed by the
clearing member making delivery. If the owner removes gold from a vault, any
prepaid storage charges shall be refunded by the vault to the owner from the
date of removal of the gold to the expiration of the storage charge period. By
the tender of a vault receipt for Gold duly endorsed by delivery on an Exchange
contract, the endorser shall be deemed to warrant, to his transferee and each
subsequent transferee of the receipt for delivery on Exchange contracts, and
their respective immediate principals, the genuineness and worth of such
receipt, the rightfulness and effectiveness of the transfer thereof, and the
quantity and quality of the Gold shown on the receipt.

In the event that such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the Gold, the lot
shall be immediately submitted for sampling and assaying to any assayer approved
by the Exchange; the gold must be shipped under bond, and at



                           Ch15A Delivery Procedures
                           -------------------------

the owner's expense, to the assayer. The expense of sampling and assaying shall
in the first instance, be borne by the claimant. If a deficiency in quantity or
quality shall be determined by the assayer, the claimant shall have the right to
recover the difference in the market value and expenses incurred in connection
with the sampling and assaying and any cost of replacement of Gold. The claimant
may, at his option, proceed directly against the original endorser of the
warehouse or vault receipt upon Exchange delivery, or against any endorser prior
to claimant without seeking recovery from his immediate deliverer on the
Exchange contract and if the claim is satisfied by the original endorser of the
warehouse or vault receipt, or any other endorser, all the endorsers will be
thereby discharged from liability to the claimant. If the claimant seeks
recovery from any endorser and his claim is satisfied by such endorser, the
party thus satisfying the claim will have a similar option to claim recovery
directly from any endorser prior to him. Such claims as are in dispute between
members of the Exchange may in each case be submitted to arbitration under the
Rules of the Exchange. The liability of an endorser of a vault receipt as
provided herein shall not be deemed to limit the rights of such endorser against
any person or party for whose account the endorser acted in making delivery on
an Exchange contract. If it shall be determined in such arbitration proceeding
that any endorser of a vault receipt or the person or party for whom such
endorser acted was aware of the breach of warranty or was involved in a plan or
agreement with the original endorser (or his principal) to place such inferior
Gold in licensed store for use in deliveries upon Exchange contracts, such
endorsers shall not be entitled to recover from any prior endorser for the
breach of warranty. (09/01/94)


A1543.01       Issuance of Vault Receipts - Vault receipts, in order to be
eligible for delivery, must be issued by a regular vault according to the
following procedures and with the following documentation retained by the
regular vault:

(1)     For all vault receipts:

        (a)    Receipts shall be issued in numerical order.

        (b)    Copies shall be kept of any cancelled or voided receipts.

        (c)    A record shall be kept of the bar number and the corresponding
               receipt number.

(2)     For gold delivered into the vault directly from a refiner or an approved
        source:

        (a)    Copy of the bar listing which depicts the date of smelting,
               serial numbers, brand marking and troy ounces.

        (b)    Copy of the bonded carrier receipt for the transport of the gold
               from the refiner or the approved source directly into the regular
               vault.

(3)     For gold converted from a receipt issued by another exchange:

        (a)    A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

A1543.02       Deposit of Gold with Vaults - Gold in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following written notice:

        1.     Request to receive gold.

        2.     Brands and markings.

        3.     Number of bars.

        4.     Identification (serial number) of each bar.

        5.     Weight of each bar.

        6.     Source.

        7.     Clearing member.

        8.     Carrier.

        9.     Date of arrival.



                           Ch15A Delivery Procedures
                           -------------------------

Shipment must be prepaid unless otherwise arranged with the regular vault.
(09/01/94)

A1544.01  Receipt Format - The following form of vault receipt shall be used:

          __________________________________________________________________
                                (Name of Issuer)

          __________________________________________________________________

                                    (Address)

          Bearer Receipt No.________________________________________________

                                   Chicago, Illinois________________, 20____

          RECEIVED from_____________________________________________________

          and stored at the above address in the safety deposit vaults of the
          undersigned, as a Bailee, subject to the provisions of Article 7 of
          the____________________________ Uniform Commercial Code and the terms
          and conditions stated hereon, a gold bar SAID TO CONTAIN the amount
          shown hereon of Gold of the fineness indicated.

          Said bar is deliverable only at said vaults to the BEARER of this
          receipt upon surrender hereof and upon payment of storage charges and
          other proper charges and expenses relating to said bar, for which
          charges and expenses the undersigned claims a lien.

          Payment of handling charges for deposit of said bar and of storage
          charges to the end of the current calendar quarter is hereby
          acknowledged. Storage charges for each subsequent calendar quarter are
          to be paid to the undersigned, in advance, at or before the expiration
          of the preceding calendar quarter.

          Bar identification markings of bar covered by this receipt, as shown
          hereon, have been recorded by the undersigned on the basis of markings
          appearing on said bar. THE UNDERSIGNED HAS NOT ASCERTAINED, AND IS NOT
          RESPONSIBLE FOR, THE AUTHENTICITY OR CORRECTNESS OF MARKINGS ON, OR
          THE CONTENT, WEIGHT OR FINENESS OF, SAID BAR.
          ______________________________________________________________________
                                        (Issuer)

                                             By_________________________________
                                                      (Authorized Signature)

          Gross Weight as determined by a weigher approved by the Board of
          Trade of the City of Chicago________________troy ounces.

                                             ___________________________________
                                               Approved weigher of the Board of
                                                  Trade of the City of Chicago

                           BAR IDENTIFICATION MARKINGS


------------------------ -------------------------------------------- ---------------------- ----------------------
                                         Gross Weigh
                         --------------------------------------------
      Serial Number            Troy Ounces            Kilograms           Mark or Brand            Fineness
------------------------ ---------------------- --------------------- ---------------------- ----------------------
                                                             
------------------------ ---------------------- --------------------- ---------------------- ----------------------
------------------------ ---------------------- --------------------- ---------------------- ----------------------
                         ---------------------- --------------------- ----------------------
                         ---------------------- --------------------- ----------------------
        TOTALS           ---------------------- --------------------- ----------------------


           STORAGE AND HANDLING CHARGES: Storage charges of____________________________________________
           per calendar day per contract, minimum______________________________________________________ per
           contract, plus_________________________________________________ handling charge per contract for
           each deposit and withdrawal.


                                               Endorsements

           Date______________________________                 By___________________________________

           Date______________________________                 By___________________________________

           Date______________________________                 By___________________________________
                                                                                 9025A

           (01/01/00)


A1546.01       Date of Delivery - Where Gold is sold for delivery in specified
month, delivery of such Gold may be made by the Seller upon such day of the
specified month as the Seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. (09/01/94)

A1547.01       Delivery Notices - (See 1047.01)  (09/01/94)



                           Ch15A Delivery Procedures
                           -------------------------

A1548.01       Method of Delivery - (See 1048.01)  (09/01/94)

A1549.00       Time of Delivery, Payment, Form of Delivery Notice - (See
1049.00) (09/01/94)

A1549.02       Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

A1549.03       Sellers' Invoice to Buyers - In addition to the requirements of
1049.03, the seller shall mail a copy of the invoice to the vault or vaults who
issued the vault receipts being delivered. The seller will thereby notify the
vault of the transfer of ownership of the indicated vault receipts from the
seller to the buyer. The seller will be responsible for the payment of storage
charges unless the vault has been notified thereby. (09/01/94)

A1549.04       Payment - Payment is to be made by a check drawn on and certified
by a Chicago bank or by a Cashier's check issued by a Chicago bank. (09/01/94)

A1550.00       Duties of Members - (See 1050.00)  (09/01/94)

A1551.01       Office Deliveries Prohibited - (See 1051.01)  (09/01/94)

A1554.00       Failure to Accept Delivery - (See 1054.00)  (09/01/94)

A1556.01       Storage and Transfer Fees - Storage charges, transfer fees and
in-and-out charges shall be set by each depository vault and the schedule of
such charges shall be posted with the Association, which shall be notified at
least 60 days in advance of any changes in the rate schedule. Except as
otherwise provided, all charges for storage, etc., shall remain the
responsibility of the Seller until payment is made. (09/01/94)



Ch15A Regularity of Vaults

B1580.01       Duties of Vault Operators - It shall be the duty of the operators
of all regular vaults:

(a)     to accept Gold for delivery on Chicago Board of Trade contracts provided
        such Gold is ordered into the Vault by a Clearing Member of the
        Association, and all space in such vaults allotted for such purposes is
        not already filled or contracted for.

(b)     to ascertain that Gold bars are weighed by a weigher approved by the
        Association.

(c)     to notify the Board of Trade of any change in the condition of their
        vaults.

(d)     to release to the bearer of a receipt the bar covered by said receipt
        upon presentation of the receipt and payment of all storage and other
        charges no later than three business days following compliance with
        these provisions.

(e)     to keep Gold in storage in balance with Gold represented by its
        outstanding vault receipts. (09/01/94)

B1581.01       Conditions of Regularity - Companies operating depository vaults
as owners or lessees (hereinafter called "operators") who desire to have such
depository vaults made regular for delivery of Gold under the Rules and
Regulations shall make application for a Declaration of Regularity on a Form
prescribed by the Exchange for a two year term expiring June 30, 1994 and every
even year thereafter. Application for renewal of regularity must be made prior
to May 1, 1994 and every even year thereafter, for the respective years
beginning July 1, 1994 and every even year thereafter, and shall be on the same
form. If the Exchange approves such application, the Declaration of Regularity
shall be posted on the bulletin board and thereafter the vault receipts for Gold
stored in such vaults shall be deliverable in satisfaction of futures contracts
under the Rules and Regulations. The following shall constitute the requirements
and conditions for regularity:

(1)     The vault making application shall be inspected.

(2)     The operator of such vault must be a Bank (either federal or state
        charter), or an entity owned and controlled by any such bank with
        capital (Capital, surplus and undivided earnings) in excess of
        $250,000,000 or be a depository corporation with first loss insurance of
        $250,000,000 issued by an insurer satisfactory to the Chicago Board of
        Trade. The Exchange may also require whatever sureties it deems
        necessary.

(3)     Such vault shall be provided with standard equipment and appliances for
        the convenient and safe storage of Gold, the weighing of Gold, and
        provide for proper security.

(4)     The operator of such vault shall furnish to the Registrar all needed
        information to enable him to keep a correct record and account of all
        Gold received and delivered by them daily and of that remaining in store
        at the close of each week.

(5)     The operator of such vault shall accord every facility to any duly
        authorized committee for the examination of its books or records for the
        purpose of ascertaining the stocks of Gold. The Exchange shall have the
        authority to employ experts to determine the quantity and quality of
        Gold in said vault.

(6)     No vault shall be deemed suitable to be declared regular if its
        location, accessibility, tariffs, or other qualifications shall depart
        from uniformity to the extent that its receipts as tendered in
        satisfaction of futures contracts will unduly depress the values of
        futures contracts or impair the efficacy of futures trading in this
        market, or if the operator of such vault engages in unethical or
        inequitable practices, or if the operator fails to comply with any laws,
        Federal or State, or Rules or Regulations promulgated under those laws.

(7)     The operator shall make such reports, keep such records, and permit such
        vault visitation as the Board of Trade may prescribe, and shall comply
        with all applicable Rules and Regulations.

(8)     Depository vaults must be in the City of Chicago, Illinois or in New
        York, New York. (09/01/94)

A1584.01       Revocation of Regularity - Any regular vault may be declared by
the Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee, to be irregular at any time if it



                          Ch15A Regularity of Vaults
                          --------------------------

does not comply with the conditions above set forth, or fails to carry out its
prescribed duties. If the designation of a vault as regular shall be revoked, a
notice of such revocation shall be posted on the Bulletin board. Such notice
shall state the period of time, if any, during which the receipts issued by such
vault shall thereafter be deliverable in satisfaction of futures contracts in
Gold under the Rules and Regulations. (09/01/94)

A1585.01       Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1581.01
shall be on the following form:

                 APPLICATION FOR A DECLARATION OF REGULARITY FOR
                 THE STORAGE OF GOLD UPON CONTRACTS FOR FUTURE
                DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.

           Board of Trade of the City of Chicago
           141 West Jackson Boulevard
           Chicago, Illinois 60604

           Gentlemen:

           _________________________________________(hereinafter called Vault),

           located at________________________ and licensed____________________

           and incorporated under the laws of_________________________, having

           allocated storage capacity of____________ Troy ounces (hereinafter
           called Regular Capacity) for the storage of Gold for delivery in
           satisfaction of futures contracts on the Board of Trade of the City
           of Chicago (hereinafter called Exchange), does hereby make
           application to the Exchange for a Declaration of Regularity to
           handle, receive and store Gold (hereinafter called Gold) for a period
           beginning__________________ and ending midnight June 30, 20______.

                            Conditions of Regularity

           Such Declaration of Regularity, if granted, shall be cancellable by
           the Exchange whenever the following conditions shall not be observed:

           1.     The Vault must:

                  (1)      give such bonds to the Exchange as it may reasonably
                           require.

                  (2)      notify the Exchange promptly of any material change
                           in ownership or condition of its premises.

                  (3)      make such reports, keep such records, and permit such
                           inspections as the Exchange may reasonably prescribe.

                  (4)      comply with all applicable Rules and Regulations of
                           the Exchange; and comply with all requirements of the
                           Exchange permitted or required by such Rules and
                           Regulations.

           2.     The Vault must be:

                  (1)      in the City of Chicago, Illinois or in New York, New
                           York

                  (2)      properly safeguarded and equipped to weigh and to
                           provide safe and convenient storage of Gold.

                               Agreements of Vault

           The Vault expressly agrees:

           (1)    in the event of revocation or expiration of regularity, to
                  bear the expenses of the transfer of Gold under bond to
                  another regular vault satisfactory to the holders of its vault
                  receipts.

           (2)    neither to withdraw as a regular vault nor withdraw any
                  Regular Capacity during the life of this Declaration of
                  Regularity except after sixty (60) days notice to the Exchange
                  or having obtained the consent of the Exchange.

           (3)    to notify the Exchange at least sixty (60) days in advance of
                  any changes in its maximum storage and handling charges as
                  shown in the attached schedule.

           Submitted herewith is a specimen of the Vault's proposed vault
           receipt.

                                            _________________________________

           ______________________________   By_______________________________
                       Date                               Title

           This application is approved and a Declaration of Regularity is
           hereby granted.

                     Board of Trade of the City of Chicago

           _________________________________



                          Ch15A Regularity of Vaults
                          --------------------------

             Date

                                     By_____________________________________
                                                     Secretary

                                                                      7079

      (01/01/00)

A1586.01       Regular Vault - (See Appendix 15B)  (09/01/94)





================================================================================
Chapter 15B
100 Ounce Gold Futures
================================================================================
                                                                                                 
     Ch15B Trading Conditions.....................................................................
            B1501.00  Authority...................................................................
            B1502.01  Application of Regulations..................................................
            B1504.01  Unit of Trading.............................................................
            B1505.01  Months Traded In............................................................
            B1506.01  Price Basis.................................................................
            B1507.01  Hours in Trading............................................................
            B1508.01  Trading Limits..............................................................
            B1508.01A Trading Limits..............................................................
            B1509.01  Last Day of Trading.........................................................
            B1509.02  Trading in the Last Three Days of the Delivery Month........................
            B1510.01  Margin Requirements.........................................................
            B1511.01  Disputes....................................................................
            B1512.01  Position Limits and Reportable Positions....................................

     Ch15B Delivery Procedures....................................................................
            B1536.01  Standards...................................................................
            B1540.01  Brands and Markings of Gold.................................................
            B1540.02  Withdrawal of Approval of Gold Brands and Markings..........................
            B1540.03  Approved Brands.............................................................
            B1540.04  Assaying....................................................................
            B1541.01  Delivery Points.............................................................
            B1542.01  Deliveries by Vault Receipts................................................
            B1543.01  Issuance of Vault Receipts..................................................
            B1543.02  Deposit of Gold with Vaults.................................................
            B1544.01  Receipt Format..............................................................
            B1546.01  Date of Delivery............................................................
            B1547.01  Delivery Notices............................................................
            B1548.01  Method of Delivery..........................................................
            B1549.00  Time of Delivery, Payment, Form of Delivery Notice..........................
            B1549.02  Buyers' Report of Eligibility to Receive Delivery...........................
            B1549.03  Sellers' Invoice to Buyers..................................................
            B1549.04  Payment.....................................................................
            B1550.00  Duties of Members...........................................................
            B1551.01  Office Deliveries Prohibited................................................
            B1554.00  Failure to Accept Delivery..................................................
            B1556.01  Storage and Transfer Fees...................................................

     Ch15B Regularity of Vaults...................................................................
            B1580.01  Duties of Vault Operators...................................................
            B1581.01  Conditions of Regularity....................................................
            B1584.01  Revocation of Regularity....................................................
            B1585.01  Application for Declaration of Regularity...................................
            B1586.01  Regular Vault...............................................................




===============================================================================
Chapter 15B
100 Ounce Gold Futures
===============================================================================

Ch15B Trading Conditions

B1501.00   Authority - Whenever it shall be permitted by the U.S. Government
trading in Gold may be conducted under such terms and conditions as may be
prescribed by regulation. (09/01/94)

B1502.01   Application of Regulations - Transactions in Gold futures shall be
subject to the general rules of the Association as far as applicable to trading
in Gold.

For the purposes of this chapter, the trading day begins with the commencement
of trading in each evening session and ends with the close of trading in the
next afternoon session. (09/01/94)

B1504.01   Unit of Trading - The unit of trading shall be 100 fine troy ounces
of gold. Bids and offers may be accepted in lots of 100 fine troy ounces or
multiples thereof. (09/01/94)

B1505.01   Months Traded In - Trading in Gold may be conducted in the current
month and any subsequent months. (09/01/94)

B1506.01   Price Basis - All prices of gold shall be basis in store in approved
vaults in Chicago, Illinois, or New York, New York, in multiples of ten cents
per fine troy ounce. Contracts shall not be made on any other price basis.
(09/01/94)

B1507.01   Hours in Trading - The evening hours of trading for future delivery
in Gold shall be determined by the Board. The daytime hours of trading for
future delivery in Gold shall be from 7:20 a.m. to 1:40 p.m. On the last day of
trading in an expiring future, the closing time with respect to such future
shall be 1:40 p.m. subject to the otherwise applicable provisions of the second
paragraph of Rule 1007.00. (09/01/94)

B1508.01   Trading Limits - (See 1008.01) (09/01/94)

B1508.01A  Trading Limits - (See 1008.01A) (09/01/94)

B1509.01   Last Day of Trading - No trades in Gold futures deliverable in the
current month shall be made during the last three business days of that month
and any contracts remaining open must be settled by delivery or as provided in
Regulation 1509.02 after trading in such contracts has ceased; and if not
previously delivered, delivery must be made no later than the last business day
of the month. Tender shall be one business day prior to delivery. As is the case
with other contracts, delivery notices and supporting data processing (Delivery)
cards must be made delivered to the Clearing Corporation by 4:00 p.m. on
position day except that, on the last notice day of the delivery month, delivery
notices and supporting data processing cards may be delivered to the Clearing
Corporation until 2:00 p.m. on intention day. (09/01/94)

B1509.02   Trading in the Last Three Days of the Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 1509.01 of this chapter, outstanding contracts for
such delivery may be liquidated by means of a bona fide exchange of such current
futures for the actual cash commodity. Such exchange must, in any event, be made
no later than the last business day of the delivery month. (09/01/94)

B1510.01   Margin Requirements - (See Regulation 431.03) (09/01/94)

B1511.01   Disputes - All disputes between interested parties may be settled by
arbitration as provided in the Rules and Regulations. (09/01/94)

B1512.01   Position Limits and Reportable Positions - (See 425.01) (09/01/94)



Ch15B Delivery Procedures

B1536.01   Standards - Each futures contract made under these regulations shall
be for 100 fine troy ounces of gold, although variation in the quantity of the
delivery unit not in excess of five percent of 100 fine troy ounces shall be
permitted. Delivery shall be by no more than three cast bars of refined gold, no
less than 995 fine and bearing brands and markings officially approved by the
Exchange; and no bar which contains less than 31 fine troy ounces of gold may be
delivered in fulfillment of a contract.

Settlement shall be the basis of the fine ounces of gold delivered. Refined gold
of fineness above 999.9 shall be considered to be 999.9 pure for the purpose of
calculating the fine gold content. (09/01/94)

B1540.01   Brands and Markings of Gold - Brands and markings deliverable in
satisfaction of futures contracts shall be listed with the Board of Trade upon
approval by the Exchange. The Exchange may require such sureties as it deems
necessary. The Secretary's Office shall keep on file the brands and markings of
Gold bars which are deliverable. The addition of brands and markings shall be
binding upon all contracts outstanding as well as those entered into after
approval. (09/01/94)

B1540.02   Withdrawal of Approval of Gold Brands and Markings - If at anytime a
brand and marking fails to meet the requirements adopted by the Exchange or the
metallurgical assay of any gold bars bearing a brand and marking on the official
list depreciates below 995 fineness, the Exchange may exclude said brand and
marking from the official list unless deliveries of bars bearing said brand and
marking are accompanied by certificates of analysis of an official assayer
showing a gold fineness of not less than 995, and such additional bond as the
Exchange may deem necessary. Notice of such action shall be given promptly in
writing to each regular vault and shall be posted upon the bulletin board of the
Association and the official list shall indicate the limitation upon deliveries
of said brand and marking. (09/01/94)

B1540.03 Approved Brands - (See Appendix 15A) (09/01/94)

B1540.04   Assaying - The Board of Trade at its sole discretion shall have the
authority at any time to have assayed any Gold bars covered by vault receipts
delivered against futures contracts. Costs to be borne by the Board of Trade.
(09/01/94)

B1541.01   Delivery Points - Gold located at regular vaults at points approved
by the Exchange (Regulation 1581.01) may be delivered in satisfaction of futures
contracts. (09/01/94)

B1542.01   Deliveries by Vault Receipts - Deliveries on Gold futures contracts
shall be made by the delivery of depository vault receipts issued by vaults
which have been approved and designated by the Board as regular vaults for the
storage of Gold. Gold bars must be good delivery bars as defined by Board
regulations and shipped under bond directly to the regular vault from an
approved vault; or must be bars purchased from an approved source and shipped
directly from that source under bond to the regular vault. Gold bars entering a
regular vault for delivery must be weighed at the vault by a weigher approved by
the Association.

The gross weight of bars shall be recorded by the approved weigher on the vault
receipt (Regulation 1544.01) to the nearest one thousandth (0.001) of a troy
ounce. The vault receipts issued by Chicago vaults shall evidence that storage
charges have been paid up to and including the end of the calendar quarter. A
clearing member delivering a New York vault receipt must also tender an
attachment stating that storage charges have been paid up to and including the
end of the calendar quarter. Prepaid Storage Charges shall be charged to the
buyer by the seller from the date of delivery to the expiration of the storage
charge period. In order to effect a valid delivery, each vault receipt must be
endorsed by the clearing member making delivery. If the owner removes gold from
a vault, any prepaid storage charges shall be refunded by the vault to the owner
from the date of removal of the gold to the expiration of the storage charge
period.

By the tender of a vault receipt for Gold duly endorsed for delivery on an
Exchange contract, the endorser shall be deemed to warrant, to his transferee
and each subsequent transferee of the receipt for delivery on Exchange
contracts, and their respective immediate principals, the genuineness and worth
of such receipt, the rightfulness and effectiveness of the transfer thereof, and
the quantity and quality of the Gold shown on the receipt.



                          Ch15B Delivery Procedures
                          --------------------------

In the event that such Exchange member or principal shall claim a breach of such
warranty, and such claim relates to the quantity or quality of the Gold, the lot
shall be immediately submitted for sampling and assaying to any assayer approved
by the Exchange; the gold must be shipped under bond, and at the owner's
expense, to the assayer. The expense of sampling and assaying shall in the first
instance, be borne by the claimant. If a deficiency in quantity or quality shall
be determined by the assayer, the claimant shall have the right to recover the
difference in the market value and expenses incurred in connection with the
sampling and assaying and any cost of replacement of Gold. The claimant may, at
his option, proceed directly against the original endorser of the warehouse or
vault receipt upon Exchange delivery, or against any endorser prior to claimant
without seeking recovery from his immediate deliverer on the Exchange contract
and if the claim is satisfied by the original endorser of the warehouse or vault
receipt, or any other endorser, all the endorsers will be thereby discharged
from liability to the claimant. If the claimant seeks recovery from any endorser
and his claim is satisfied by such endorser, the party thus satisfying the claim
will have a similar option to claim recovery directly from any endorser prior to
him. Such claims as are in dispute between members of the Exchange may in each
case be submitted to arbitration under the Rules of the Exchange.

The liability of an endorser of a vault receipt as provided herein shall not be
deemed to limit the rights of such endorser against any person or party for
whose account the endorser acted in making delivery on an Exchange contract. If
it shall be determined in such arbitration proceeding that any endorser of a
vault receipt or the person or party for whom such endorser acted was aware of
the breach of warranty or was involved in a plan or agreement with the original
endorser (or his principal) to place such inferior Gold in licensed store for
use in deliveries upon Exchange contracts, such endorsers shall not be entitled
to recover from any prior endorser for the breach of warranty. (09/01/94)

B1543.01 Issuance of Vault Receipts - Vault receipts, in order to be eligible
for delivery, must be issued by a regular vault according to the following
procedures and with the following documentation retained by the regular vault:

(1)  For all vault receipts:

     (a)  Receipts shall be issued in numerical order.

     (b)  Copies shall be kept of any cancelled or voided receipts.

     (c)  A record shall be kept of the bar number and the corresponding receipt
          number.

(2)  For gold delivered into the vault directly from a refiner or an approved
     source:

     (a)  Copy of the bar listing which depicts the date of smelting, serial
          numbers, brand marking and troy ounces.

     (b)  Copy of the bonded carrier receipt for the transport of the gold from
          the refiner or the approved source directly into the regular vault.

(3)  For gold converted from a receipt issued by another exchange:

     (a)  A copy of such other exchange's receipt which has been cancelled.

Regular vaults shall also notify the Board of Trade each day that there is a
change in the number of its outstanding vault receipts. (09/01/94)

B1543.02  Deposit of Gold with Vaults - Gold in bars must be ordered into a
regular vault by a clearing member of the Association who shall furnish the
vault with the following written notice:

     1.   Request to receive gold.

     2.   Brands and markings.

     3.   Number of bars.

     4.   Identification (serial number) of each bar.

     5.   Weight of each bar.

     6.   Source.

     7.   Clearing member.



                           Ch15B Delivery Procedures
                           -------------------------

     8.   Carrier.

     9.   Date of arrival.

Shipment must be prepaid unless otherwise arranged with the regular vault.
(09/01/94)

B1544.01 Receipt Format - The following form of vault receipt shall be used:

         ______________________________________________________________________
                                (Name of Issuer)

         ______________________________________________________________________
                                    (Address)

         Bearer Receipt No.____________________________________________________

                                  Chicago, Illinois________________, 20________

         RECEIVED from_________________________________________________________

           and stored at the above address in the safety deposit vaults of the
           undersigned, as a Bailee, subject to the provisions of Article 7 of
           the____________________________ Uniform Commercial Code and the terms
           and conditions stated hereon, a gold bar SAID TO CONTAIN the amount
           shown hereon of Gold of the fineness indicated.

           Said bar is deliverable only at said vaults to the BEARER of this
           receipt upon surrender hereof and upon payment of storage charges and
           other proper charges and expenses relating to said bar, for which
           charges and expenses the undersigned claims a lien.

           Payment of handling charges for deposit of said bar and of storage
           charges to the end of the current calendar quarter is hereby
           acknowledged. Storage charges for each subsequent calendar quarter
           are to be paid to the undersigned, in advance, at or before the
           expiration of the preceding calendar quarter.

           Bar identification markings of bar covered by this receipt, as shown
           hereon, have been recorded by the undersigned on the basis of
           markings appearing on said bar. THE UNDERSIGNED HAS NOT ASCERTAINED,
           AND IS NOT RESPONSIBLE FOR, THE AUTHENTICITY OR CORRECTNESS OF
           MARKINGS ON, OR THE CONTENT, WEIGHT OR FINENESS OF, SAID BAR.

           ____________________________________________________________________
                                    (Issuer)

                                             By________________________________
                                                    (Authorized Signature)

           Gross Weight as determined by a weigher approved by the Board of
           Trade of the City of Chicago________________troy ounces.

                                              _________________________________
                                               Approved weigher of the Board of
                                               Trade of the City of Chicago

                           BAR IDENTIFICATION MARKINGS

--------------------------------------------------------------------------------
                                  Gross Weigh
                ---------------------------------------
Serial Number     Troy Ounces      Kilograms      Mark or Brand      Fineness
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
    TOTALS      -----------------------------------------------


         STORAGE AND HANDLING CHARGES: Storage charges of_____________________

         per calendar day per contract, minimum___________________________ per

         contract, plus_____________________________ handling charge per
         contract for each deposit and withdrawal.

                                 Endorsements

           Date______________________________   By____________________________

           Date______________________________   By____________________________

           Date______________________________   By____________________________

(01/01/00)


                           Ch15B Delivery Procedures
                           -------------------------

B1546.01   Date of Delivery - Where Gold is sold for delivery in specified
month, delivery of such Gold may be made by the seller upon such day of the
specified month as the seller may select. If not previously delivered, delivery
must be made upon the last business day of the month. (09/01/94)

B1547.01   Delivery Notices - (See 1047.01)  (09/01/94)

B1548.01   Method of Delivery - (See 1048.01)  (09/01/94)

B1549.00   Time of Delivery, Payment, Form of Delivery Notice - (See 1049.00)
(09/01/94)

B1549.02   Buyers' Report of Eligibility to Receive Delivery - (See 1049.02)
(09/01/94)

B1549.03   Sellers' Invoice to Buyers - In addition to the requirements of
Regulation 1049.03, the seller shall mail a copy of the invoice to the vault or
vaults who issued the vault receipts being delivered. The seller will thereby
notify the vault of the transfer of ownership of the indicated vault receipts
from the seller to the buyer. The seller will be responsible for the payment of
storage charges unless the vault has been notified thereby. (09/01/94)

B1549.04   Payment - Payment is to be made by a check drawn on and certified by
a Chicago bank or by a Cashier's check issued by a Chicago bank. (09/01/94)

B1550.00   Duties of Members - (See 1050.00)  (09/01/94)

B1551.01   Office Deliveries Prohibited - (See 1051.01)  (09/01/94)

B1554.00   Failure to Accept Delivery - (See 1054.00)  (09/01/94)

B1556.01 Storage and Transfer Fees - Storage charges, transfer fees and in-and-
out charges shallbe set by each depository vault and the schedule of such
charges shall be posted with the Association, which shall be notified at least
60 days in advance of any changes in the rate schedule. Except as otherwise
provided, all charges for storage, etc., shall remain the responsibility of the
Seller until payment is made. (09/01/94)




Ch15B Regularity of Vaults

B1580.01   Duties of Vault Operators - It shall be the duty of the operators of
all regular vaults:

(a)   to accept Gold for delivery on Chicago Board of Trade contracts provided
      such Gold is ordered into the Vault by a Clearing Member of the
      Association, and all space in such vaults allotted for such purposes is
      not already filled or contracted for.

(b)   to ascertain that Gold bars are weighed by a weigher approved by the
      Association.

(c)   to notify the Board of Trade of any change in the condition of their
      vaults.

(d)   to release to the bearer of a receipt the bars covered by said receipt
      upon presentation of the receipt and payment of all storage and other
      charges no later than three business days following compliance with
      these provisions.

(e)   to keep Gold in storage in balance with Gold represented by its
      outstanding vault receipts. (09/01/94)

B1581.01   Conditions of Regularity - Companies operating depository vaults as
owners or lessees (hereinafter called "operators") who desire to have such
depository vaults made regular for delivery of Gold under the Rules and
Regulations shall make application for a Declaration of Regularity on a form
prescribed by the Exchange. Application for renewal of regularity must be made
prior to May 1 in each year for the year beginning July 1 and shall be on the
same form. If the Exchange approved such application, the Declaration of
Regularity shall be posted on the bulletin board and thereafter the vault
receipts for Gold stored in such vaults shall be deliverable in satisfaction of
futures contracts under the Rules and Regulations. The following shall
constitute the requirements and conditions for regularity:

(1)   The vault making application shall be inspected.

(2)   The operator of such vault must be a Bank (either federal or state
      charter), or an entity owned and controlled by any such bank with capital
      (Capital, surplus and undivided earnings) in excess of $250,000,000 or be
      a depository corporation with first loss insurance of $250,000,000 issued
      by an insurer satisfactory to the Chicago Board of Trade. The Exchange may
      also require whatever sureties it deems necessary.

(3)   Such vault shall be provided with standard equipment and appliances for
      the convenient and safe storage of Gold, the weighing of Gold, and provide
      for proper security.

(4)   The operator of such vault shall furnish to the Registrar all needed
      information to enable him to keep a correct record and account of all Gold
      received and delivered by them daily and of that remaining in store at the
      close of each week.

(5)   The operator of such vault shall accord every facility to any duly
      authorized committee for the examination of its books or records for the
      purpose of ascertaining the stocks of Gold. The Exchange shall have the
      authority to employ experts to determine the quantity and quality of Gold
      in said vault.

(6)   No vault shall be deemed suitable to be declared regular if its location,
      accessibility, tariffs, or other qualifications shall depart from
      uniformity to the extent that its receipts as tendered in satisfaction of
      futures contracts will unduly depress the values of futures contracts or
      impair the efficacy of futures trading in this market, or if the operator
      of such vault engages in unethical or inequitable practices, or if the
      operator fails to comply with any laws, Federal or State, or Rules or
      Regulations promulgated under those laws.

(7)   The operator shall make such reports, keep such records, and permit such
      vault visitation as the Board of Trade may prescribe, and shall comply
      with all applicable Rules and Regulations.

(8)   Depository vaults must be in the City of Chicago, Illinois or in New York,
      New York. (09/01/94)

B1584.01   Revocation of Regularity - Any regular vault may be declared by the
Business Conduct Committee or, pursuant to Regulation 540.10, the Hearing
Committee to be irregular at any time if it does not comply with the conditions
above set forth, or fails to carry out its prescribed duties. If the designation
of a vault as regular shall be revoked, notice of such revocation shall be
posted on the



                          Ch15B Regularity of Vaults
                          ---------------------------

bulletin board. Such notice shall state the period of time, if any, during which
the receipts issued by such vault shall thereafter be deliverable in
satisfaction of futures contracts in Gold under the Rules and Regulations.
(09/01/94)

B1585.01   Application for Declaration of Regularity - All applications by
operators of vaults for a Declaration of Regularity under Regulation 1581.01
shall be on the following form:

                APPLICATION FOR A DECLARATION OF REGULARITY FOR
                 THE STORAGE OF GOLD UPON CONTRACTS FOR FUTURE
               DELIVERY UNDER THE CHARTER, RULES AND REGULATIONS
                 OF THE BOARD OF TRADE OF THE CITY OF CHICAGO.


      Board of Trade of the City of Chicago
      141 West Jackson Boulevard
      Chicago, Illinois 60604

      Gentlemen:

      ________________________________________________(hereinafter called
      Vault), located at___________________________ and
      licensed_________________________ and incorporated under the laws
      of____________________________, having allocated storage capacity
      of____________ Troy ounces (hereinafter called Regular Capacity) for the
      storage of Gold for delivery in satisfaction of futures contracts on the
      Board of Trade of the City of Chicago (hereinafter called Exchange), does
      hereby make application to the Exchange for a Declaration of Regularity to
      handle, receive and store Gold (hereinafter called Gold) for a period
      beginning__________________ and ending midnight June 30, 20______.

                           Conditions of Regularity

      Such Declaration of Regularity, if granted, shall be cancellable by the
      Exchange whenever the following conditions shall not be observed:

      1.     The Vault must:

             (1)    give such bonds to the Exchange as may be reasonably
                    required by the Exchange.

             (2)    notify the Exchange promptly of any material change in
                    ownership or condition of its premises.

             (3)    make such reports, keep such records, and permit such
                    inspections as the Exchange may reasonably prescribe.

             (4)    comply with all applicable Rules and Regulations of the
                    Exchange; and comply with all requirements of the Exchange
                    permitted or required by such Rules and Regulations.

      2.     The Vault must be:

             (1)    in the City of Chicago, Illinois or in New York, New York

             (2)    properly safeguarded and equipped to weigh and to provide
                    safe and convenient storage of Gold.



                              Agreements of Vault

      The Vault expressly agrees:

      (1)    in the event of revocation or expiration of regularity, to bear the
             expenses of the transfer of Gold under bond to another regular
             vault satisfactory to the holders of its vault receipts.

      (2)    neither to withdraw as a regular vault nor withdraw any Regular
             Capacity during the life of this Declaration of Regularity except
             after sixty (60) days notice to the Exchange or having obtained the
             consent of the Exchange.

      (3)    to notify the Exchange at least sixty (60) days in advance of any
             changes in its maximum storage and handling charges as shown in the
             attached schedule.

      Submitted herewith is a specimen of the Vault's proposed vault receipt.

                                              ______________________________

             _______________________          By____________________________
                       Date                                  Title

             This application is approved and a Declaration of Regularity is
             hereby granted.

             Board of Trade of the City of Chicago

                ________________________________




                          Ch15B Regularity of Vaults
                          --------------------------

                  Date

                                             By_______________________________
                                                          Secretary

                                                                          7079

           (01/01/00)

B1586.01 Regular Vault - (See Appendix 15B)  (09/01/94)



================================================================================
Chapter 16
Silver Futures Options
================================================================================

     Ch16 Trading Conditions..............................................
            1601.00  Authority............................................
            1601.01  Application of Regulations...........................
            1602.01  Nature of Silver Futures Put Options.................
            1602.02  Nature of Silver Futures Call Options................
            1603.01  Trading Unit.........................................
            1604.01  Striking Prices......................................
            1605.01  Payment of Option Premium............................
            1606.01  Option Premium Basis.................................
            1607.01  Exercise of Option...................................
            1607.02  Automatic Exercise...................................
            1608.01  Expiration of Option.................................
            1609.01  Months Traded........................................
            1610.01  Trading Hours........................................
            1611.01  Position Limits......................................
            1612.01  Margin Requirements..................................
            1613.01  Last Day of Trading..................................
            1614.01  Option Premium Fluctuation Limits....................



================================================================================
Chapter 16
Silver Futures Options
================================================================================

Ch16 Trading Conditions

1601.00   Authority - (See Rule 2801.00).  (10/01/94)

1601.01   Application of Regulations - Transactions in put and call options on
Silver futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Silver futures contracts. (See Rule 490.00). (10/01/94)

1602.01   Nature of Silver Futures Put Options - The buyer of one (1) Silver
futures put option may exercise his option at any time prior to expiration,
(subject to Regulation 1607.01), to assume a short position in one (1) Silver
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Silver futures put option
incurs the obligation of assuming a long position in one (1) Silver futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer. (10/01/94)

1602.02   Nature of Silver Futures Call Options - The buyer of one (1) Silver
futures call option may exercise his option at any time prior to expiration,
(subject to Regulation 1607.01), to assume a long position in one (1) Silver
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Silver futures call option
incurs the obligation of assuming a short position in one (1) Silver futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (10/01/94)

1603.01   Trading Unit - One (1)1,000 ounce Silver futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

1604.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of:

(i)   twenty-five (25) cents per troy ounce for strike prices less than eight
      dollars;

(ii)  fifty (50) cents per troy ounce for strike prices greater than or equal to
      eight dollars but less than twenty dollars;

(iii) one (1) dollar per troy ounce for strike prices equal to or greater than
      twenty dollars.

At the commencement of trading the following options striking prices shall be
listed for each listed month: one with a striking price closest to the previous
day's settlement price on the underlying Silver futures contract month and the
next three consecutive higher and next three consecutive lower striking prices
closest to the previous day's settlement price. If the previous day's settlement
price is midway between two striking prices, the closest price shall be the
larger of the two.When a sale in the underlying Silver futures contract occurs
at a price greater than or equal to the price which is midway between the third
largest and fourth largest striking prices, a new striking price one increment
higher than the existing striking prices will be added. When a sale in the
underlying futures contract occurs at a price which is greater than or equal to
the price which is midway between the second and third highest striking prices,
two new striking prices one increment and two increments higher than the
existing striking prices will be added. When a sale in the underlying Silver
futures contract occurs at a price less than or equal to the price which is
midway between the third smallest and fourth smallest striking prices, a new
striking price one increment lower than the existing striking prices will be
added. When a sale in the underlying futures contract occurs at a price which is
less than or equal to the price which is midway between the second and third
lowest striking prices, two new striking prices one increment and two increments
lower than the existing striking prices will be added. All new striking prices
will be added prior to the opening of trading on the following business day.

No new striking prices may be added to an option during the month in which it
expires. The Exchange may modify the procedure for the introduction of striking
prices as it deems appropriate in order to



                            Ch16 Trading Conditions
                            -----------------------

respond to market conditions. (10/01/94)

1605.01   Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

1606.01   Option Premium Basis - The premium for Silver futures options shall be
in multiples of ten one-hundredths (10/100) of one cent per troy ounce (one
dollar ($1.00) per option contract) of a 1,000 ounce Silver futures contact.

However, when both sides of the trade are closing transactions, the option
premium may be equal to $1.00 (one dollar) per option contract. (10/01/94)

1607.01   Exercise of Option - The buyer of a Silver futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on expiration date:

(i)   to correct errors or mistakes made in good faith;

(ii)  to take appropriate action as the result of unreconciled Exchange option
      transactions;

(iii) in exceptional cases involving a customer's inability to communicate to
      the member firm exercise instructions or the member firm's inability to
      receive such instructions prior to 6:00 p.m. on the last day of trading.
      (12/01/99)

1607.02   Automatic Exercise - Notwithstanding the provisions of Regulation
1607.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

(i)   to correct errors or mistakes made in good faith;

(ii)  to take appropriate action as the result of unreconciled Exchange option
      transactions;

(iii) in exceptional cases involving a customer's inability to communicate to
      the member firm exercise instructions or the member firm's inability to
      receive such instructions prior to 6:00 p.m. on the last day of trading.
      (12/01/99)

1608.01   Expiration of Option - Unexercised Silver futures options shall expire
at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

1609.01   Months Traded - Trading may be conducted in Silver futures options in
the following months: February, April, June, August, October, December for any
fourteen month period which begins with the current nearby option month,
provided however, that the Board or a Committee authorized by the Board may
determine not to list a contract month. There shall be no trading in Silver
futures put options for months in which Silver futures are not traded on the
Chicago Board of Trade. (10/01/94)

1610.01   Trading Hours - The hours of trading of options on Silver futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be 1:25 p.m., subject
to the otherwise applicable provisions of the second paragraph of Rule 1007.00.
On the last day of trading in an expiring option, the expiring Silver futures
options shall be closed with a public call made striking price by striking
price, conducted by such persons as the Regulatory Compliance Committee shall
direct. On all other days, Silver futures options shall be opened and closed
with a public call made month by month for all striking prices simultaneously
for all options which share a common expiration date. Each month for silver
futures options shall be opened and closed simultaneously with the opening and
closing of the same month for silver futures. The public call for opening and
closing Silver futures options shall be conducted by such persons as the
Regulatory Compliance Committee shall direct. (03/01/00)

1611.01   Position Limits - (See Regulation 425.01)  (10/01/00)



                            Ch16 Trading Conditions
                            -----------------------

1612.01   Margin Requirements -  (See Regulation 431.05)  (10/01/94)

*1613.01  Last Day of Trading - No trades in Silver futures options expiring in
the current month shall be made after 1:25 p.m. on the last Friday which
precedes by at least two [five] business days, the first notice day for the
corresponding Silver futures contract. If such Friday is not a business day, the
last day of trading shall be the business day prior to such Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from December 2000
forward.

1614.01   Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Silver futures option at a premium
of more than the trading limit for the Silver futures contract above and below
the previous day's settlement premium for that option as determined by the
Clearing Corporation. On the first day of trading, limits shall be set from the
lowest premium of the opening range. (10/01/94)



================================================================================
Chapter 18
U.S. Treasury Bonds
================================================================================

   Ch18 Trading Conditions................................................. 1802
        1801.00  Authority................................................. 1802
        1802.01  Application of Regulation................................. 1802
        1804.01  Unit of Trading........................................... 1802
        1805.01  Months Traded In.......................................... 1802
        1806.01  Price Basis............................................... 1802
        1806.01  Price Basis............................................... 1802
        1807.01  Hours of Trading.......................................... 1802
        1809.01  Last Day of Trading....................................... 1802
        1809.02  Liquidation in the Last Seven Days of the Delivery Month.. 1802
        1810.01  Margin Requirements....................................... 1802
        1812.01  Position Limits and Reportable Positions.................. 1802

   Ch18 Delivery Procedures................................................ 1803
        1836.01  Standards................................................. 1803
        1842.01  Deliveries on Futures Contracts........................... 1803
        1842.02  Wire Failure.............................................. 1803
        1846.01  Date of Delivery.......................................... 1803
        1847.01  Delivery Notices.......................................... 1804
        1848.01  Method of Delivery........................................ 1804
        1849.00  Time of Delivery, Payment, Form of Delivery Notice........ 1804
        1849.02  Buyer's Report of Eligibility to Receive Delivery......... 1804
        1849.03  Seller's Invoice to Buyers................................ 1804
        1849.04  Payment................................................... 1804
        1849.05  Buyers Banking Notification............................... 1804
        1850.00  Duties of Members......................................... 1804
        1851.01  Office Deliveries Prohibited.............................. 1804
        1854.00  Failure to Accept Delivery................................ 1804

     Ch18 Regularity of Banks.............................................. 1805
        1880.01  Banks..................................................... 1805



                                      1801


================================================================================
Chapter 18
U.S. Treasury Bonds
================================================================================
Ch18 Trading Conditions

1801.00  Authority  - (See Rule 1701.00)  (10/01/94)

1802.01  Application of Regulations  - Futures transactions in long term U.S.
Treasury bonds shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in long term U.S. Treasury
bonds. 3000 (09/01/00)

1804.01  Unit of Trading  - The unit of trading shall be United States Treasury
bonds having a face value at maturity of one hundred thousand dollars ($100,000)
or multiples thereof. 3002 (10/01/94)

1805.01  Months Traded In  - Trading in long-term U.S. Treasury bonds may be
scheduled in such months as determined by the Exchange. (03/01/00)

1806.01  Price Basis  - Minimum price fluctuations shall be in multiples of one
thirty-second (1/32) point per 100 points ($31.25 per contract) except for
intermonth spreads, where minimum price fluctuations shall be in multiples of
one-fourth of one-thirty-second point per 100 points ($7.8125 per contract). Par
shall be on the basis of 100 points. Contracts shall not be made on any other
price basis. 3004 (02/01/01)

1807.01  Hours of Trading  - The hours of trading for future delivery in U.S.
Treasury Bonds shall be determined by the Board. On the last day of the trading
in an expiring future, the closing time for such future shall be 12:00 noon,
subject to the provisions of the second paragraph of Rule 1007.00. The market
shall be opened and closed for all months simultaneously, or in such other
manner as the Regulatory Compliance Committee shall direct. 3007 (10/01/94)

1809.01  Last Day of Trading  - No trades in long term U.S. Treasury bond
futures deliverable in the current month shall be made during the last seven
business days of that month and any contracts remaining open must be settled by
delivery or as provided in Regulation 1809.02 after trading in such contracts
has ceased. 3008 (10/01/94)

1809.02  Liquidation in the Last Seven Days of the Delivery Month  - After
trading in contracts for future delivery in the current delivery month has
ceased in accordance with Regulation 1809.01 of this chapter, outstanding
contracts may be liquidated by the delivery of book-entry U.S. Treasury bonds
(Regulation 1842.01) or by mutual agreement by means of a bona fide exchange of
such current futures for the actual long term U.S. Treasury bonds or comparable
instruments. Such exchange must, in any event, be made no later than the fifth
business day immediately preceding the last business day of the delivery month.
3009 (10/01/94)

1810.01  Margin Requirements  -  (See Regulation 431.03)  (10/01/94)

1812.01  Position Limits and Reportable Positions  - (See 425.01) (10/01/94)
Ch18 Delivery Procedures

                                      1802


                           Ch18 Delivery Procedures

1836.01  Standards   - The contract grade for delivery on futures contracts made
under these regulations shall be long term U.S. Treasury bonds which if callable
are not callable for at least 15 years or if not callable have a maturity of at
least 15 years. All bonds delivered against a contract must be of the same
issue. For settlement, the time to maturity (time to call if callable) of a
given issue is calculated in complete three month increments (i.e. 15 years and
5 months = 15 years and 1 quarter) from the first day of the delivery month. The
price at which a bond with this time to maturity (time to call if callable) and
with the same coupon rate as this issue will yield 6% according to bond tables
prepared by the Financial Publishing Co. of Boston, Mass., is multiplied times
the settlement price to arrive at the amount which the short invoices the long.

U.S. Treasury Bonds deliverable against futures contracts under these
regulations must have semi-annual coupon payments.

Interest accrued on the bonds shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of long term U.S. Treasury bonds which satisfy the standards in this
regulation shall be added to the deliverable grade as they are issued. The
[Financial Instruments Committee or the] Board shall have the right to exclude
any new issue from deliverable status or to further limit outstanding issues
from deliverable status. 3001  (03/01/00)

1842.01  Deliveries on Futures Contracts   - Deliveries against long term U.S.
Treasury bond futures contracts shall be by book-entry transfer between accounts
of Clearing Members at qualified banks (Regulation 1880.01) in accordance with
Department of the Treasury Circular 300, Subpart O: Book-Entry Procedure.
Delivery must be made no later than the last business day of the month. Notice
of intention to deliver shall be given to the Board of Trade Clearing
Corporation by 8:00 p.m. (Chicago time), or by such other time designated by the
Board of Directors, on the second business day preceding delivery day. In the
event the long Clearing Member does not agree with the terms of the invoice
received from the short Clearing Member, the long Clearing Member must notify
the short Clearing Member, and the dispute must be settled by 9:30 a.m. (Chicago
time) on delivery day. The short Clearing Member must have contract grade U.S.
Treasury bonds in place at his bank in acceptable (to his bank) delivery form no
later than 10:00 a.m. (Chicago time) on delivery day. The short Clearing Member
must notify his bank (Regulation 1880.01) to transfer contract grade U.S.
Treasury bonds by book-entry to the long Clearing Member's account at the long
Clearing Member's bank on a delivery versus payment basis. That is, payment
shall not be made until the bonds are delivered. On delivery day, the long
Clearing Member must make funds available by 7:30 a.m. (Chicago time) and notify
his bank (Regulation 1880.01) to accept contract grade U.S. Treasury bonds and
to remit federal funds to the short Clearing Member's account at the short
Clearing Member's bank (Regulation 1880.01) in payment for delivery of the
bonds. Contract grade U.S. Treasury bonds must be transferred and payment must
be made before 1:00 p.m. (Chicago time) on delivery day. All deliveries must be
assigned by the Clearing Corporation. Where a commission house as a member of
the Clearing Corporation has an interest both long and short for customers on
its own books, it must tender to the Clearing Corporation such notices of
intention to deliver as it received from its customers who are short. 3011
(12/01/99)

1842.02  Wire Failure   - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire or bank access to it is
operable. Interest shall accrue to the long paid by the short beginning on the
day on which the bonds were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 1842.01 and 1849.04 and that all other provisions of
Regulations 1842.01 and 1849.04 have been complied with. 3014   (10/01/94)

1846.01  Date of Delivery   - Delivery of U.S. Treasury bonds may be made by the
short upon any

                                      1803


                           Ch18 Delivery Procedures

permissible delivery day of the delivery month the short may select. Delivery of
U.S. Treasury bonds must be made no later th an the last business day of that
month. 3012 (10/01/94)

1847.01  Delivery Notices   - (See Regulation 1047.01)  (10/01/94)

1848.01  Method of Delivery   - (See Regulation 1048.01)  (10/01/94)

1849.00  Time of Delivery, Payment, Form of Delivery Notice   - (See Rule
1049.00) (10/01/94)

1849.02  Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

1849.03  Seller's Invoice to Buyers   - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers,
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyer's mail boxes
provided for that purpose in the Clearing House. (12/01/99)

1849.04  Payment   - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payment before 1:00 p.m. on the day
of delivery except on banking holidays when delivery must be taken and payment
made before 9:30 a.m. the next banking business day. Adjustments for differences
between contract prices and delivery prices established by the Clearing House
shall be made with the Clearing House in accordance with its By-laws and
Resolutions. 3013 (10/01/94)

1849.05  Buyers Banking Notification   - The long Clearing Member shall provide
the short Clearing Member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)

1850.00  Duties of Members   - (See Rule 1050.00)  (10/01/94)

1851.01  Office Deliveries Prohibited   - (See Regulation 1051.01)  (10/01/94)

1854.00  Failure to Accept Delivery   - (See Rule 1054.00)  (10/01/94)

                                      1804


Ch18 Regularity of Banks

1880.01  Banks   - For purposes of these regulations relating to trading in long
term U.S. Treasury bonds, the word "Bank" (Regulation 1842.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus and undivided
earnings) in excess of one hundred million dollars ($100,000,000). 3015
(10/01/94)

                                      1805


================================================================================
Chapter 19
Long-Term Municipal Bond Index Futures
================================================================================

    Ch19 Trading Conditions................................................ 1902
      1901.00  Authority................................................... 1902
      1902.01  Application of Regulation................................... 1902
      1904.01  Unit of Trading............................................. 1902
      1905.01  Months Traded In............................................ 1902
      1906.01  Price Basis................................................. 1902
      1907.01  Hours of Trading............................................ 1902
      1909.01  Last Day of Trading......................................... 1902
      1909.02  Liquidation During the Delivery Month....................... 1902
      1910.01  Margin Requirements......................................... 1902
      1912.01  Position Limits and Reportable Positions.................... 1902
      1913.01  All-Or-None Orders.......................................... 1902

    Ch19 Delivery Procedures............................................... 1903
      1936.01  Standards................................................... 1903
      1942.01  Delivery on Futures Contracts............................... 1903
      1947.01  Payment..................................................... 1903
      1950.01  Index Composition........................................... 1903
      1950.02  Disclaimer.................................................. 1906





                                      1901


================================================================================
Chapter 19
Long-Term Municipal Bond Index Futures
================================================================================

Ch19 Trading Conditions
1901.00  Authority - (See Rule 1701.00)  (10/01/94)

1902.01  Application of Regulation - Futures transactions in Long-Term Municipal
Bond Index contracts shall be subject to the general rules of the Association as
far as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in Long-Term Municipal Bond
Index futures contracts. (10/01/94)

1904.01  Unit of Trading - The unit of trading shall be $1,000.00 times The Bond
Buyer Municipal Bond Index*. (10/01/94)

1905.01  Months Traded In - Trading in Long-Term Municipal Bond Index futures
may be scheduled in such months as determined by the Exchange. (09/01/99)

1906.01  Price Basis - The price of Long-Term Municipal Bond Index futures shall
be quoted in points. One point equals $1,000.00. The minimum price fluctuation
shall be 1/32 of one point or thirty-one dollars and twenty-five cents ($31.25)
per contract. Contracts shall not be made on any other price basis. (10/01/94)

1907.01  Hours of Trading - The hours of trading for future delivery in Long-
Term Municipal Bond Index futures shall be determined by the Board. On the last
day of trading in an expiring future, the closing time for such future shall be
2:00 p.m. Chicago time (3:00 p.m. New York time) subject to the otherwise
applicable provisions of the second paragraph of Rule 1007.00. The market shall
be opened and closed for all months simultaneously or in such other manner as
the Regulatory Compliance Committee shall direct. (10/01/94)

1909.01  Last Day of Trading - No trades in Long-Term Municipal Bond Index
futures contracts deliverable in the current delivery month shall be made during
the last seven business days of that month. If on the last day of trading The
Bond Buyer does not publish a closing Bond Buyer Municipal Bond Index* value,
the last day of trading shall be the next business day for which a closing Bond
Buyer Municipal Bond Index* value is published. (10/01/94)

1909.02  Liquidation During the Delivery Month - After trading in contracts for
future delivery in the current delivery month has ceased, in accordance with
Regulation 1909.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 1942.01.
(10/01/94)

1910.01  Margin Requirements - (See Regulation 431.03).  (10/01/94)

1912.01  Position Limits and Reportable Positions - (See Regulation 425.01).
(10/01/94)

1913.01  All-Or-None Orders - The minimum threshold established for All-Or-None
orders in Long-Term Municipal Bond Index futures is one hundred contracts. Such
orders must be executed in accordance with Regulation 331.03. (07/01/00)


                                      1902


Ch19 Delivery Procedures

1936.01  Standards - The contract grade shall be $1,000.00 times the closing
value of The Bond Buyer Municipal Bond Index* on the last day of trading. The
Bond Buyer Municipal Bond Index* shall be that index which shall be composed and
determined by The Bond Buyer in accordance with the criteria set forth in
Regulation 1950.01 and which shall be known as The Bond Buyer Municipal Bond
Index*. The closing value of The Bond Buyer Municipal Bond Index* shall be
determined by The Bond Buyer.  (10/01/94)

1942.01  Delivery on Futures Contracts - Delivery against Long-Term Municipal
Bond Index futures contracts shall be made through the Clearing House. Delivery
under these regulations shall be accomplished by cash settlement as hereinafter
provided.

After trading ceases on the last day of trading the Clearing House shall advise
clearing members holding open positions in current month Long-Term Municipal
Bond Index futures contracts of the closing value of The Bond Buyer Municipal
Bond Index* on the last day of trading. Clearing members shall make and receive
payment through the Clearing House in accordance with normal variation
settlement procedures. The settlement price on the last day of trading is equal
to $1,000.00 times the closing value of The Bond Buyer Municipal Bond Index* on
the last day of trading.  (10/01/94)

1947.01  Payment - (See Regulation 1049.04)  (10/01/94)

1950.01  Index Composition - The Bond Buyer Municipal Bond Index* (the
"Index") shall be constructed by The Bond Buyer in accordance with the following
criteria:

(a) General Index Composition-The Index, at all times, shall be composed of 40
    term municipal bonds that are generally exempt from federal income taxation
    including those generally exempt issues whose interest payments may be
    subject to an alternative minimum tax. The term bonds selected shall be the
    most current issues which meet each of the following criteria:

    1.  Size-Each term bond (term component only) shall have a principal value
        of at least $50 million except for term housing bonds which shall have a
        principal value of at least $75 million to be eligible for inclusion in
        the Index.

    2.  Rating-Each term bond shall be rated by either Standard and Poor's (S&P)
        or Moody's Investors Service (MIS) or both. Each term bond shall be
        rated either A- or higher by S&P, or A or higher by MIS (A3 or higher
        for bonds rated by MIS using the 1-3 suffix) upon initial inclusion in
        the Index.

    3.  Maturity-Each term bond shall have a remaining maturity of 19 years or
        longer on the date of a bond's initial inclusion in the Index.

    4.  Call Provisions-Each term bond may or may not be callable.  If callable,
        the first call shall be between 7 and 16 years upon a bond's initial
        inclusion in the Index. In addition, each callable term bond must have
        at least one call-at-par date prior to maturity.

    5.  Par Issue-Each term bond must have been reoffered at a price between 85
        and 105 to be eligible for inclusion in the Index.

    6.  Trading Eligibility-Each term bond shall be reoffered, out of syndicate,
        and eligible for dealer-to-dealer broker trading at least one business
        day prior to inclusion in the Index, provided that The Bond Buyer can
        gather the information necessary to make a determination to include such
        bond by such time.

    7.  Private Placements-A term bond issued as a private placement is not
        eligible for inclusion in the Index.

    8.  Coupon-Each term bond shall pay semiannual interest at a fixed coupon
        rate.

    9.  Term Bond Limit-No more than two term bonds from the same issuer shall
        be included in the Index. If more than two term bonds from the same
        issuer are available for inclusion in the Index, the two largest term
        bonds in terms of principal value shall be added. If two or more term
        bonds are the same size, the term bonds with the longest maturity shall
        be added to the Index.



                                      1903


                           Ch19 Delivery Procedures
                           ------------------------

        A bond shall be deemed to have been issued by the same issuer if such
        bond has the same nominal and generic security, that is, the same
        ultimate source of payment for debt service, of another bond in the
        Index. A first or second lien bond of the same generic security shall be
        defined as having been issued by the same issuer.

        The Bond Buyer shall determine which bonds meet the above listed
        inclusion criteria. The Bond Buyer, in its discretion, may exclude term
        bonds which meet the above listed criteria but which have other unusual
        characteristics. Such characteristics may include, but shall not be
        limited to, bonds with unusual tender provisions, early redemption
        options, or contingent takedown options.

(b) Index Computation-The Bond Buyer shall compute the closing value of the
    Index each day the municipal bond cash market is open using the following
    procedures:

    1.  Price Evaluation-At least four major municipal bond dealer-to-dealer
        brokers, who broker the type and variety of bonds fully representative
        of this Index shall evaluate the price of each bond in the Index daily.
        An evaluation shall be defined as the broker's assessment of the price
        at which a minimum $100,000 or higher face value of each of such bonds
        could be sold in the cash market between 1:45 p.m. and 2:00 p.m. Chicago
        time (2:45 p.m. and 3:00 p.m. New York time). Beginning on the first
        business day of the delivery month and continuing through the day the
        current contract expires, the brokers shall also evaluate the price of
        each bond between 10:45 a.m. and 11:00 a.m. Chicago time (11:45 a.m. and
        12:00 noon New York time), in order that The Bond Buyer may compute the
        Index twice daily. If the Secretary of the Exchange determines in
        advance that circumstances in the cash market will occasion either an
        early halt to cash market trading or an otherwise unscheduled holiday
        which would impede a price evaluation, the Secretary may suspend or
        reschedule the price evaluation(s) for that day provided that such
        determination is published before the start of trading on the day in
        question and provided that such day is not the last day of trading in a
        contract month. In the event that circumstances prevent at least four
        major municipal bond dealer-to-dealer brokers from pricing each of the
        bonds in the index, the Secretary of the Exchange may allow, without
        prior notice, the price evaluation for that day to be calculated with
        less than four major municipal bond dealer-to-dealer brokers or may
        suspend or revise the day's calculation, provided that the day in
        question is not the last day of trading in a contract month.

    2.  Computation-The Bond Buyer shall compute the median value for each bond.
        The median value is defined as the price arrived at by dropping the one
        highest and the one lowest price evaluations and calculating the simple
        average (mean) of the remaining price evaluations. Each median value
        shall be divided by a conversion factor to arrive at a converted price.
        The 40 converted prices shall be summed and divided by 40 to arrive at
        the average converted price. The average converted price shall be
        divided by a divisor or multiplied by a coefficient (see subsection (d)
        below) and rounded to the nearest 1/32 (rounded up if the Index value is
        exactly at the midpoint between two 1/32s) to arrive at the daily Index
        value.

    3.  Conversion Factor-The conversion factor for any bond shall be the price
        at which it will yield 6% (rounded to 4 decimal places) based on the
        formula found in Standard Securities Calculation Methods published by
        the Securities Industry Association. The coupon is the actual bond
        coupon rounded to the nearest 1/8% (rounded up in the case of ties). The
        time

        to maturity is  calculated in complete three month increments from the
        first business day of the quarter following the bond's reoffer date to
        the first call-at-par date for callable bonds and to the maturity date
        for non-callable bonds. The conversion factor for each bond shall be
        published in The Bond Buyer.

    (c) Composition Changes-After 2:00 p.m. Chicago time (3:00 p.m. New York
        time) on the 15th calendar day and on the last business day of each
        month (the "revision days") the Index shall be revised by adding bonds
        to and deleting bonds from the Index as provided below. If the 15th
        calendar day of any month is not an Association business day, the Index
        revision shall occur after 2:00 p.m. Chicago time (3:00 p.m. New York
        time) on the immediately preceding Association business day.



                                      1904


                           Ch19 Delivery Procedures
                           ------------------------

    Bonds shall be added to and deleted from the Index in the following manner:

    1.  (i)  Any bond that includes a provision for extraordinary redemption in
             the Official Statement, and that is priced at 102 or higher on both
             of the two business days immediately preceding the revision day
             shall be deleted. An extraordinary redemption shall be defined as a
             provision which permits the issuer to call (redeem) the bond, in
             whole or in part, at a price of par (100) as a result of: (a)
             prepayments; (b) uncommitted or unexpended bond proceeds; or (c)
             other funds available in excess of the amounts required for the
             payment of debt service and expenses.

        (ii) Any bond which no longer meets the minimum rating criterion listed
             in 1950.01(a)(2) shall be deleted. Any bond in default shall be
             deleted from the Index.

    2.  Newly issued bonds meeting the criteria listed in subsection (a) above
        shall be added.

        (i)  In order to be included in the revised Index, bonds must be
             reoffered, out of syndicate, and eligible for dealer-to-dealer
             broker trading at least one business day prior to inclusion in the
             Index.

        (ii) In the event that a newly issued term bond meets the criteria, but
             would cause the total number of term bonds from a single issuer to
             exceed two, the term bond of that issuer previously in the Index
             which has the lowest trading volume since the previous revision day
             shall be deleted from the Index until the total number of term
             bonds does not exceed two. Trading volume shall be based on the
             dealer-to-dealer trades matched by the National Securities Clearing
             Corporation. Volume data supplied by the National Securities
             Clearing Corporation will be cumulative data covering the last
             revision period. Only bonds for which trading data can be collected
             for the entire previous revision period will be eligible for
             deletion under the foregoing trading volume criterion. If bonds of
             that issuer have equal trading volume, or are bonds for which
             trading data cannot be collected for the entire previous revision
             period, and are eligible for deletion, the bond which has been in
             the Index for the longest period of time shall be deleted first. If
             the bonds of that issuer have equal trading volume, or are bonds
             for which trading data cannot be collected for the entire previous
             revision period, and are of equal age and are eligible for
             deletion, the smallest bonds of that issuer in terms of principal
             value shall be deleted first. If bonds of that issuer have equal
             trading volume, or are bonds for which trading data cannot be
             collected for the entire previous revision period, and are of equal
             age and the same size in terms of principal value, and are also
             eligible for deletion, the bonds with the shortest maturity shall
             be deleted first.

    3.  (i)  If the Index contains more than 40 bonds, bonds that have been in
             the Index for 18 months or longer shall be deleted until the number
             of bonds in the Index equals 40. If bonds are of equal age, the
             smallest bonds in terms of principal value shall be deleted first.
             If bonds are of equal age and are the same size in terms of
             principal value, the bonds with the shortest maturity shall be
             deleted first. If the Index still contains more than 40 bonds, the
             bonds previously in the Index with the lowest trading volume since
             the previous revision day shall be deleted until the number of
             bonds in the Index equals 40. Trading volume shall be based on the
             dealer-to-dealer trades matched by the National Securities Clearing
             Corporation. Volume data supplied by the National Securities
             Clearing corporation will be cumulative data covering the last
             revision period. Only bonds for which trading data can be collected
             for the entire previous revision period will be eligible for
             deletion under the foregoing trading volume criterion. If bonds
             have equal trading volume, the bonds that have been in the Index
             for the longest period of time shall be deleted first.

             If bonds have equal trading volume and are of equal age the
             smallest bonds in terms of principal value shall be deleted first.
             For bonds which are equivalent on all three criteria the bonds with
             the shortest maturity shall be deleted first.

             Under extraordinary circumstances The Bond Buyer, in its
             discretion, may choose to delete bonds other than the bonds with
             the lowest trading volume. Such


                                      1905


             circumstances may include, but shall not be limited to,
             extraordinary redemptions and prerefundings.

        (ii) If the Index contains less than 40 bonds, previously deleted bonds
             shall be added beginning with the most recently deleted bond until
             the number of bonds in the Index equals 40. If bonds are of equal
             age, the largest bonds in terms of principal value shall be added
             first. If bonds are of equal age and are the same size in terms of
             principal value, the bonds with the longest maturity shall be added
             first. Bonds priced at 102 or above and which are subject to an
             extraordinary redemption provision (see subsection (c)(1) above)
             shall not be added to the Index.

            On the business day preceding the revision day, the bonds to be
            added to the Index and the bonds to be deleted from the Index shall
            be announced by The Bond Buyer.

(d) Divisor (Coefficient) Computation and Changes-As of December 12, 1983, the
    Index divisor (coefficient) shall equal one. The Index divisor (coefficient)
    shall be changed each time the Index is revised. On each revision day, a new
    divisor (coefficient) shall be chosen such that the closing level of the
    revised Index shall equal the closing level of the Index had it not been
    revised. The divisor is defined as the number arrived at by dividing the
    average converted price (see 1950.01(b)(2)) for the bonds in the revised
    ("new") Index by the value of unrevised ("old") Index on revision day. The
    coefficient is defined as the reciprocal of the divisor. The divisor
    (coefficient) is rounded to four decimal places.  The Index divisor
    (coefficient) shall be reset to one, on March 1, 1995.  The index divisor
    (coefficient) applicable to Municipal Bond Index futures contracts based on
    6 percent conversion factors shall be reset when the 6 percent contract(s)
    is (are) first listed.

    *Copyright 1985, The Bond Buyer and The Board of Trade of the City of
    Chicago.  (03/01/00)

1950.02  Disclaimer - The Bond Buyer Municipal Bond Index futures and futures
options are not sponsored, endorsed, sold or promoted by Thomson Holdings, Inc.,
its subsidiaries, The CBBB Partnership, or the various brokers who evaluate
bonds for purposes of the Index ("Entities"). These Entities make no
representation or warranty, express or implied, to the owners of Bond Buyer
Municipal Bond Index futures or futures options or any member of the public
regarding the advisability of trading in Bond Buyer Municipal Bond Index futures
and futures options. These Entities have no obligation to take the needs of the
Chicago Board of Trade or the owners of the Bond Buyer Municipal Bond Index
futures and futures options into consideration in determining, composing or
calculating the Index. These Entities are not responsible for and have not
participated in the determination of when the Bond Buyer Municipal Bond Index
futures and futures options are listed for trading and (in the case of futures
options) at what strike prices or in the determination or calculation of how
such Index futures and futures options may be converted into cash. These
Entities have no obligation or liability in connection with the administration,
marketing or trading of the Bond Buyer Municipal Bond Index futures and futures
options.

THESE ENTITIES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BOND
BUYER MUNICIPAL BOND INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF THE BOND BUYER MUNICIPAL BOND INDEX FUTURES
AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF SUCH INDEX
OR ANY DATA INCLUDED THEREIN.  THESE ENTITIES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BOND BUYER MUNICIPAL BOND
INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL THESE ENTITIES HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE ENTITIES AND
BETWEEN THESE ENTITIES AND THE CHICAGO BOARD OF TRADE OR THE CBBB PARTNERSHIP.
(04/01/98)



                                      1906


================================================================================
Chapter 21
30-Day Fed Fund Futures
================================================================================
   Ch21 Trading Conditions................................................. 2102
        2101.01  Authority................................................. 2102
        2102.01  Application of Regulation................................. 2102
        2104.01  Unit of Trading........................................... 2102
        2105.01  Months Traded In.......................................... 2102
        2106.01  Price Basis............................................... 2102
        2107.01  Hours of Trading.......................................... 2102
        2109.01  Last Day of Trading....................................... 2102
        2109.02  Liquidation During the Delivery Month..................... 2102
        2110.01  Margin Requirements....................................... 2102
        2112.01  Position Limits and Reportable Positions.................. 2102
        2113.01  Strip Transactions........................................ 2102

   Ch21 Delivery Procedures................................................ 2104
        2136.01  Standards................................................. 2104
        2142.01  Delivery on Futures Contracts............................. 2104
        2147.02  Payment................................................... 2104




                                      2101


================================================================================
Chapter 21
30-Day Fed Fund Futures
================================================================================
Ch21 Trading Conditions

2101.01  Authority - (See Rule 1701.00)  (10/01/94)

2102.01  Application of Regulation  - Futures transactions in 30-Day Fed Fund
futures contracts shall be subject to the general rules of the Association as
far as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in 30-Day Fed Fund futures.
(10/01/94)

2104.01  Unit of Trading  - The unit of trading shall be interest on Fed funds
having face value of $5,000,000 or multiples thereof for one month calculated on
a 30-day basis at a rate equal to the average overnight Fed funds rate for the
contract month. (10/01/94)

2105.01  Months Traded In - Trading shall be for delivery in the current
calendar month, and in the following twenty-four calendar months, and in the
March, June, September, and December cycle months for a forty-two month period
beginning with the first such cycle month following the last spot month,
provided however that the Exchange may determine not to list a contract month.
(10/01/94)

2106.01  Price Basis - Prices will be quoted on an index basis, i.e., 100 minus
the monthly average overnight Fed funds rate (e.g., a rate of 6.50% is quoted at
93.50). Minimum price fluctuations shall be in increments of one-half of one-
hundredth of one percent of five million dollars on a 30 day basis ($20.835 per
one-half basis point), rounded up to the nearest cent. (07/01/99)

2107.01  Hours of Trading - The hours of trading for future delivery in 30-Day
Fed Fund futures shall be as determined by the Board. On the last day of trading
in an expiring future, the closing time for such future shall be 2:00 p.m.
Chicago time subject to the otherwise applicable provisions of the second
paragraph of Rule 1007.00. The market shall be opened and closed for all months
simultaneously or in such other manner as the Regulatory Compliance Committee
shall direct. (10/01/94)

2109.01  Last Day of Trading - The last day of trading shall be the last
business day of the delivery month. (10/01/94)

2109.02  Liquidation During the Delivery Month - After trading in contracts for
future delivery in the current delivery month has ceased, in accordance with
Regulation 2109.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 2142.01.
(10/01/94)

2110.01  Margin Requirements - (See Regulation 431.03). (10/01/94)

2112.01  Position Limits and Reportable Positions - (See Regulation 425.01).
(10/01/94)

2113.01  Strip Transactions - A 30-Day Fed Fund futures strip transaction
involving the simultaneous purchase or sale of an equal amount of futures
contract months at a differential to the previous settlement prices is permitted
on this Exchange provided:

     1.  that each month of the strip is for the same account. Provided that,
         when an order has been executed in the wrong month, and the erroneous
         transaction has been placed in the broker's or firm's error account,
         the error may be corrected by a spread transaction in which one leg of
         the spread offsets the position in the error account and the other leg
         is the correct execution of the order. Provided further that the
         liability of the floor broker or FCM shall be determined in accordance
         with Regulation 350.04.

     2.  that all months of the strip are priced at prices within the daily
         trading limits specified in Regulation 1008.01.

     3.  that the strip is offered by public outcry in the pit assigned to 30-
         Day Fed Fund futures.

                                      2102


                            Ch21 Trading Procedures

    4.  that the transaction shall be reported, recorded and publicized as a
        strip.

    5.  that when such transactions are executed simultaneously, the executing
        member on each side of the transaction shall designate each part of the
        trade as a strip on his cards or order by an appropriate word or symbol
        clearly identifying each part of such transactions.

Brokers may not couple separate orders and execute them as a strip, nor may a
broker take one part of a strip for his own account and give the other part to a
customer on an order.  (10/01/94)

                                      2103


Ch21 Delivery Procedures

2136.01  Standards - The contract grade shall be 100 minus the average daily Fed
funds overnight rate for the delivery month. The average daily Fed funds
overnight rate is a simple average of the daily Fed funds overnight rates as
determined by the Federal Reserve Bank of New York. This simple average will be
rounded to the nearest tenth of a basis point and rounded up on the case of a
tie. Subsequently, the simple average will be rounded to the full or one-half
basis point.

The following is an example of the rounding methodology;

    The tenth of a basis point value will be rounded as follows:

a.  The following values will round down to the nearest basis point:

        .00001
        .00002

b.  The following values will round up to one-half of one basis point:

        .00003
        .00004

c.  A value of .00005 will settle as is.

d.  The following values will round down to one-half of one basis point:

        .00006
        .00007

e.  The following values will round up the nearest basis point:

        .00008
        .00009

For days for which the Federal Reserve Bank of New York does not compute a rate
(e.g. weekends and holidays), the rate shall be the rate determined on the last
business day for which a rate was determined.  (12/01/95)

2142.01  Delivery on Futures Contracts - Delivery against 30-Day Fed Fund
futures contracts shall be made by cash settlement through the Clearing House
following normal variation margin procedures. The final settlement price will be
calculated on the business day that the Federal Reserve Bank of New York
releases the overnight Fed funds rate for the last day of trading. The final
settlement price shall be 100 minus the average daily Fed funds overnight rate
for the delivery month. On the last day of trading open contracts will be marked
to market based on the closing futures price. A final mark to market will be
made on the day the final settlement price is determined. (10/01/94)

2147.02  Payment - (See 1049.04) (10/01/94)

                                      2104


================================================================================
Chapter 22
Long-Term Municipal Bond Index Futures Options
================================================================================

    Ch22 Trading Conditions................................................ 2202
      2201.00  Authority................................................... 2202
      2201.01  Application of Regulations.................................. 2202
      2202.01  Nature of Long-Term Municipal Bond Index Futures Put
               Options..................................................... 2202
      2202.02  Nature of Long-Term Municipal Bond Index Futures Call
               Options..................................................... 2202
      2203.01  Trading Unit................................................ 2202
      2204.01  Striking Prices............................................. 2202
      2205.01  Payment of Option Premium................................... 2202
      2206.01  Option Premium Basis........................................ 2202
      2207.01  Exercise of Option.......................................... 2203
      2208.01  Expiration of Option........................................ 2203
      2209.01  Months Traded In............................................ 2203
      2210.01  Trading Hours............................................... 2203
      2211.01  Position Limits and Reportable Positions.................... 2203
      2212.01  Margin Requirements......................................... 2203
      2213.01  Last Day of Trading......................................... 2203
      2215.01  Disclaimer.................................................. 2203



                                      2201


================================================================================
Chapter 22
Long-Term Municipal Bond Index Futures Options
================================================================================

Ch22 Trading Conditions

2201.00  Authority - (See Rule 2801.00)  (10/01/94)

2201.01  Application of Regulations  - Transactions in put and call options on
Long-Term Municipal Bond Index futures contracts shall be subject to the general
rules of the Association as far as applicable and shall also be subject to the
regulations contained in this Chapter which are exclusively applicable to
trading in put and call options on Long-Term Municipal Bond Index futures
contracts. (See Rule 490.00.)  (10/01/94)

2202.01  Nature of Long-Term Municipal Bond Index Futures Put Options - The
buyer of one (1) Long-Term Municipal Bond Index futures put option may exercise
his option at any time prior to expiration (subject to Regulation 2207.01), to
assume a short position in one (1) Long-Term Municipal Bond Index futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Long-Term Municipal Bond Index
futures put option incurs the obligation of assuming a long position in one (1)
Long-Term Municipal Bond Index futures contract of a specified contract month at
a striking price set at the time the option was sold, upon exercise by a put
option buyer.  (10/01/94)

2202.02  Nature of Long-Term Municipal Bond Index Futures Call Options - The
buyer of one (1) Long-Term Municipal Bond Index futures call option may exercise
his option at any time prior to expiration (subject to Regulation 2207.01), to
assume a long position in one (1) Long-Term Municipal Bond Index futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Long-Term Municipal Bond  Index
futures call option incurs the obligation of assuming a short position in one
(1) Long-Term Municipal Bond Index futures contract of a specified contract
month at a striking price set at the time the option was sold, upon exercise by
a call option buyer.  (10/01/94)

2203.01  Trading Unit - One (1) Long-Term Municipal Bond Index futures
contract of a specified contract month on the Chicago Board of Trade.
(10/01/94)

2204.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one (1) point per Long-Term
Municipal Bond Index futures contract. At the commencement of trading for such
option contracts, the following strike prices shall be listed: one with a
striking price closest to the previous day's settlement price on the underlying
Long-Term Municipal Bond Index futures contract, the next six consecutive higher
and the next six consecutive lower striking prices closest to the previous day's
settlement price; and all strike prices listed for all other option contract
months listed at the time. If the previous day's settlement price is midway
between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Long-Term Municipal Bond Index futures contract
occurs at a price greater than or equal to the sixth largest striking price, a
new striking price one increment higher than the existing striking prices will
be added. When a sale in the underlying Long-Term Municipal Bond Index futures
contract occurs at a price less than or equal to the  sixth smallest striking
price, a new striking price one increment lower than the existing striking
prices will be added. When a new strike price is added for an option contract
month, the same strike price will be added to all option contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions.  (10/01/94)

2205.01  Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased.  (10/01/94)

2206.01  Option Premium Basis - The premium for Long-Term Municipal Bond Index
futures options shall be in multiples of one sixty-fourth (1/64) of one point
($1,000) of a Long-Term Municipal



                                      2202


                            Ch22 Trading Conditions
                            -----------------------


Bond Index futures contract which shall equal $15.63 per 1/64 and $1,000 per
full point. However, for box spreads* the option premium shall be in multiples
of one-half of one sixty-fourth of one point ($1000) which shall equal $7.81 per
one-half of one sixty-fourth and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

*   A box spread is defined as a position long one call option, short one call
    option, long one put option, and short one put option, in split dhe long
    call option and the short put option have the same exercise price, the short
    call option and the long put option have the same exercise price, and all
    options are in the same contract month.  (10/01/94)

**2207.01  Exercise of Option - The buyer of a Long-Term Municipal Bond Index
futures option may exercise the option on any business day up to and including
the day such option expires by giving notice of exercise to the Clearing House
by 6:00 p.m., or by such other time designated by the Board of Directors, on
such day. In-the-money options** that have not been liquidated or exercised on
the last day of trading in such option shall be automatically exercised in the
absence of contrary instructions delivered to the Clearing House by 6:00 p.m.,
or by such other time designated by the Board of Directors, on the last day of
trading by the clearing member representing the option buyer.  (12/01/99)

**An option is in-the-money if the settlement price of the underlying futures
contract is less in the case of a put, or greater in the case of a call, than
the exercise price of the option.

2208.01    Expiration of Option - Unexercised Long-Term Municipal Bond Index
futures options shall expire at 6:00 p.m. on the day of termination of trading.
(See Regulation 2213.01.)  (10/01/94)

2209.01    Months Traded In - Trading may be conducted in Long-Term Municipal
Bond Index futures options for a thirty-six month period extending from the
nearby contract month, provided however, that the Exchange may determine not to
list a contract month.  For options that are traded in months in which the
futures are not traded, the underlying futures is the next futures that is
nearest to the expiration of the option.  For options that are traded in the
same months in which the futures are traded and expire on the same day in which
the futures expires, the underlying futures is the expiring futures.  For
options that are traded in the same months in which the futures are traded but
expire on a different day than the futures, the underlying futures is the next
futures following that delivery month.  (10/01/94)

2210.01    Trading Hours  - The hours of trading of options on Long-Term
Municipal Bond Index futures contracts shall be determined by the Board. On the
last day of trading in an expiring option, the closing time shall be the same as
the close of trading of the Regular Daytime open outcry trading session for the
corresponding Long-Term Municipal Bond Index futures contract, subject to the
otherwise applicable provisions of the second paragraph of Rule 1007.00. Long-
Term Municipal Bond Index futures options shall be opened and closed for all
months and strike prices simultaneously or in such a manner as the Regulatory
Compliance Committee shall direct.  (04/01/00)

2211.01    Position Limits and Reportable Positions   - (See Regulation 425.01)
(10/01/00)

2212.01    Margin Requirements   - (See Regulation 431.03)  (10/01/94)

**  An option is in-the-money if the settlement price of the underlying futures
    contract is less in the case of a put, or greater in the case of a call than
    the exercise price for the option.

*2213.01   Last Day of Trading - For options that do not expire on the same day
of the underlying futures contract, the last day of trading shall be the last
Friday which precedes by at least two [five] business days, the last business
day of the option month. If such Friday is not a business day, the last day of
trading shall be the business day prior to such Friday.

For options that expire on the same day of the underlying futures contract, the
last day of trading will be the same as the last day of trading of the
underlying futures contract.  (03/01/00)

*Additions underlined, deletions bracketed for contracts from May 2001 forward.

2215.01    Disclaimer  -  The Bond Buyer Municipal Bond Index futures and
futures options are not sponsored, endorsed, sold or promoted by Thomson
Holdings, Inc., its subsidiaries, The


                                      2203


                            Ch22 Trading Conditions
                            -----------------------

CBBB Partnership, or the various brokers who evaluate bonds for purposes of the
Index ("Entities"). These Entities make no representation or warranty, express
or implied, to the owners of Bond Buyer Municipal Bond Index futures or futures
options or any member of the public regarding the advisability of trading in
Bond Buyer Municipal Bond Index futures and futures options. These Entities have
no obligation to take the needs of the Chicago Board of Trade or the owners of
the Bond Buyer Municipal Bond Index futures and futures options into
consideration in determining, composing or calculating the Index. These Entities
are not responsible for and have not participated in the determination of when
the Bond Buyer Municipal Bond Index futures and futures options are listed for
trading and (in the case of 71F2B options) at what strike prices or in the
determination or calculation of how such Index futures and futures options may
be converted into cash. These Entities have no obligation or liability in
connection with the administration, marketing or trading of the Bond Buyer
Municipal Bond Index futures and futures options.

THESE ENTITIES DO NO GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE BOND
BUYER MUNICIPAL BOND INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES
MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF THE BOND BUYER MUNICIPAL BOND INDEX FUTURES
AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF SUCH INDEX
OR ANY DATA INCLUDED THEREIN.  THESE ENTITIES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BOND BUYER MUNICIPAL BOND
INDEX OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL THESE ENTITIES HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE ENTITIES AND
BETWEEN THESE ENTITIES AND THE CHICAGO BOARD OF TRADE OR THE CBBB PARTNERSHIP.
(04/01/98)



                                      2204


================================================================================
Chapter 23
Short Term U.S. T-Notes (2-Year)
================================================================================
   Ch23 Trading Conditions................................................. 2302
        2301.00  Authority................................................. 2302
        2302.01  Application of Regulation................................. 2302
        2303.01  Emergencies, Acts of God, Acts of Government.............. 2302
        2304.01  Unit of Trading........................................... 2302
        2305.01  Months Traded In.......................................... 2302
        2306.01  Price Basis............................................... 2302
        2307.01  Hours of Trading.......................................... 2302
        2309.01  Last Day of Trading....................................... 2303
        2309.02  Liquidation after Trading has Ceased...................... 2303
        2313.01  All-Or-None Orders........................................ 2303

   Ch23 Delivery Procedures................................................ 2304
        2336.01  Standards................................................. 2304
        2346.01  Date of Delivery.......................................... 2304
        2347.01  Delivery Notices.......................................... 2305
        2348.01  Method of Delivery........................................ 2305
        2349.01  Time of Delivery, Payment, Form of Delivery Notice........ 2305
        2349.02  Buyer's Report of Eligibility to Receive Delivery......... 2305
        2349.03  Seller's Invoice to Buyers................................ 2305
        2349.04  Payment................................................... 2305
        2349.05  Buyers Banking Notification............................... 2305
        2350.00  Duties of Members......................................... 2305
        2350.01  Office Deliveries Prohibited.............................. 2305
        2354.00  Failure to Accept Delivery................................ 2305
        2380.01  Banks..................................................... 2305



                                      2301


                           Ch 23 Trading Conditions
================================================================================
Chapter 23
Short Term U.S. T-Notes (2-Year)
================================================================================
Ch23 Trading Conditions

2301.00  Authority - (See Rule 1701.00)  (10/01/94)

2302.01  Application of Regulation - Futures transactions in short term U.S.
Treasury Notes shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in short term U.S. Treasury
Notes.

For the purpose of this chapter, the trading day begins with the commencement of
trading on Project A at 2:15 p.m. and ends with the close of trading of regular
daytime trading.  (10/01/98)

2303.01  Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either, is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
U.S. Treasury Notes, it may, upon a two-thirds vote under Rule 180.00, take such
action as may in the Board's sole discretion appear necessary to prevent,
correct or alleviate the condition. Without limiting the foregoing or the
authority of the Board under Rule 180.00, the Board may:

(1)  designate as deliverable, U.S. Treasury Bonds or U.S. Treasury Notes
     otherwise meeting the specifications and requirements stated in this
     chapter;

(2)  designate as deliverable one or more issues of U.S. Treasury Notes and/or
     U.S. Treasury Bonds having maturities shorter than one year, nine months or
     longer than two years and otherwise meeting the specifications and
     requirements stated in this chapter; and/or

(3)  determine a cash settlement based on the current cash value of a 6% coupon
     rate, one year nine months to two years U.S. Treasury Note, as determined
     by using the current market yield curve for U.S. Treasury securities on the
     last day of trading. (03/01/00)

2304.01  Unit of Trading - The unit of trading shall be United States Treasury
Notes having a face value at maturity of two hundred thousand dollars ($200,000)
or multiples thereof. (10/01/94)

2305.01  Months Traded In - Trading in Short-Term U.S. Treasury Notes futures
may be scheduled in such months as determined by the Exchange. (03/01/00)

2306.01  Price Basis - Minimum price fluctuations shall be in multiples of one-
quarter of one thirty-second (1/32) point per 100 points ($15.625 rounded up to
the nearest 1 cent per contract). Par shall be on the basis of 100 points.
Contracts shall not be made on any other price basis. (10/01/94)

                                      2302


                           Ch 23 Trading Conditions

2307.01  Hours of Trading - The hours of trading for future delivery in short
term U.S. Treasury Notes shall be determined by the Board. On the last day of
trading in an expiring future, the closing time for such future shall be 12:00
noon, subject to the provisions of the second paragraph of Rule 1007.00. The
market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct. (10/01/94)

2309.01  Last Day of Trading - No trades in short term U.S. Treasury Note
futures deliverable in the current month shall be made following the last
business day of the calendar month or two business days prior to issuance of two
year notes by the U.S. Treasury auctioned in the current month, whichever occurs
first, and any contracts remaining open must be settled by delivery or as
provided in Regulation 2309.02 after trading in such contract has ceased.
(10/01/94)

2309.02  Liquidation after Trading has Ceased - After trading in contacts for
future delivery in the current delivery month has ceased in accordance with
Regulation 2309.01 of this chapter, outstanding contracts may be liquidated by
the delivery of book-entry U.S. Treasury Notes (Regulation 2342.01) or by mutual
agreement by means of a bona fide exchange of such current futures for actual
U.S. Treasury Notes or comparable instruments. Such exchange must, in any event
be made no later than 12:00 p.m. (Chicago time) on the second business day
immediately preceding the last business day of the delivery month as defined in
Regulation 2346.01. (10/01/94)

2313.01  All-Or-None Orders -The minimum threshold established for All-Or-None
orders in short term U.S. Treasury Note futures is one hundred contracts. Such
orders must be executed in accordance with Regulation 331.03. (07/01/00)

                                      2303


                           Ch23 Delivery Procedures

Ch23 Delivery Procedures

2336.01   Standards - The contract grade for delivery on futures contracts made
under these regulations shall be U.S. Treasury Notes which have an original
maturity no greater than five years three months and remaining maturity not less
than one year, nine months and not more than two years as defined below. All
notes delivered against a contract must be of the same issue. For settlement or
for determining remaining maturity for delivery eligibility, the time to
maturity of a given issue is calculated in complete one month increments (i.e. 1
year, 10 months, 17 days is taken to be 1 year, 10 months) from the first day of
the delivery month. The price at which a note with this time to maturity and
with the same coupon rate as this issue will yield 6%, according to bond tables
prepared by the Financial Publishing Co. of Boston, Mass., is multiplied by the
settlement price to arrive at the amount at which the short invoices the long.

Interest accrued on the notes shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of U.S. Treasury Notes which satisfy the standards in this regulation
shall be added to the deliverable grade as they are issued. If during the
auction of a note which will meet the standards of this chapter the Treasury re-
opens an existing issue, thus rendering the existing issue indistinguishable
from the newly auctioned one, the older issue is deemed to meet the standards of
this chapter and would be deliverable. The Exchange shall have the right to
exclude any new issue from deliverable status or to further limit outstanding
issues from deliverable status.  (03/01/00)

2342.01   Deliveries on Futures Contracts - Deliveries against short-term U.S.
Treasury Notes futures contracts shall be by book-entry transfer between
accounts of Clearing Members at qualified banks (Regulation 2380.01) in
accordance with Department of Treasury Circular 300, Subpart 0: Book-Entry
Procedure. Delivery must be made no later than the last business day of the
month. Notice of intention to deliver shall be given to the Board of Trade
Clearing Corporation by 8:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on the second business day preceding
delivery day. In the event the long Clearing Member does not agree with the
terms of the invoice received from the short Clearing Member, the long Clearing
Member must notify the short Clearing Member, and the dispute must be settled by
9:30 a.m. (Chicago time) on delivery day. The short Clearing Member must have
contract grade U.S. Treasury notes at his bank in acceptable (to his bank)
delivery form by 10:00 a.m. (Chicago time) on delivery day. The short Clearing
Member must notify his bank (Regulation 2380.01) to transfer contract grade U.S.
Treasury notes by book-entry to the long Clearing Member's account on a delivery
versus payment basis. That is, payment shall not be made until the notes are
delivered. On delivery day, the long Clearing Member must make funds available
by 7:30 a.m. (Chicago time) and notify his bank (Regulation 2380.01) to accept
contract grade U.S. Treasury notes and to remit federal funds to the short
Clearing Members' account at the short Clearing Member's bank (Regulation
2380.01) in payment for delivery of the notes. Contract grade U.S. Treasury
notes must be transferred and payment must be made before 1:00 p.m. (Chicago
time) on delivery day. All deliveries must be assigned by the Clearing
Corporation. Where a commission house as a member of the Clearing Corporation
has an interest both long and short for customers on its own books, it must
tender to the Clearing Corporation such notices of intention to deliver as it
received from its customers who are short. (12/01/99)

2342.02   Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 2342.01 and 2349.04 and that all provisions of
Regulations of 2342.01 and 2349.04 have been complied with.  (10/01/94)

2346.01   Date of Delivery - Delivery of short term U.S. Treasury Notes may be
made by the short upon any permissible delivery day of the delivery month the
short may select. The delivery month extends to and includes the third business
day following the last trading day in the current month. Delivery of short term
U.S. Treasury Notes must be made no later than the last business day

                                      2304


                           Ch23 Delivery Procedures

of that month. (11/01/94)

2347.01   Delivery Notices - (See Regulation 1047.01)  (10/01/94)

2348.01   Method of Delivery - (See Regulation 1048.01)  (10/01/94)

2349.01   Time of Delivery, Payment, Form of Delivery Notice - (See Rule
1049.00) (10/01/94)

2349.02   Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

2349.03   Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers,
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyers' mail boxes
provided for that purpose in the Clearing House. (12/01/99)

2349.04   Payment - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payments before 1:00 p.m. on the
day of delivery, except on banking holidays when delivery must be taken and
payment made before 9:30 a.m. the next banking business day. Adjustments for
differences between contract prices and delivery prices established by the
Clearing House shall be made with the Clearing House in accordance with its by-
laws and resolutions. (10/01/94)

2349.05   Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)

2350.00   Duties of Members - (See Rule 1050.00) (10/01/94)

2350.01   Office Deliveries Prohibited - (See Regulation 1051.01) (10/01/94)

2354.00   Failure to Accept Delivery - (See Rule 1054.00) (10/01/94)

2380.01   Banks - For purposes of these regulations relating to trading in short
term U.S. Treasury Notes, the word "Bank" (Regulation 2342.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus, and undivided
earnings) in excess of one hundred million dollars ($100,000,000). (10/01/94)


                                      2305


================================================================================
Chapter 24
Long Term T-Notes (6 1/2 -10 Year)
================================================================================

    Ch24 Trading Conditions................................................ 2402
      2401.00  Authority................................................... 2402
      2402.01  Application of Regulation................................... 2402
      2403.01  Emergencies, Acts of God, Acts of Government................ 2402
      2404.01  Unit of Trading............................................. 2402
      2405.01  Months Traded In............................................ 2402
      2406.01  Price Basis................................................. 2402
      2407.01  Hours of Trading............................................ 2402
      2409.01  Last Day of Trading......................................... 2402
      2409.02  Liquidation in the Last Seven Days of Delivery Months....... 2403
      2412.12  Position Limits and Reportable Positions.................... 2403

    Ch24 Delivery Procedures............................................... 2404
      2436.01  Standards................................................... 2404
      2442.01  Deliveries of Futures Contracts............................. 2404
      2442.02  Wire Failure................................................ 2404
      2446.01  Date of Delivery............................................ 2405
      2447.01  Delivery Notices............................................ 2405
      2448.01  Method of Delivery.......................................... 2405
      2449.00  Time of Delivery, Payment, Form of Delivery Notice.......... 2405
      2449.02  Buyer's Report of Eligibility to Receive Delivery........... 2405
      2449.03  Sellers Invoice to Buyers................................... 2405
      2449.04  Payment..................................................... 2405
      2449.05  Buyers Banking Notification................................. 2405

    Ch24 Regularity of Banks............................................... 2406
      2480.01  Banks....................................................... 2406


                                      2401


================================================================================
Chapter 24
Long Term T-Notes (6 1/2 -10 Year)
================================================================================

Ch24 Trading Conditions

2401.00  Authority - (See Rule 1701.00)  (10/01/94)

2402.01  Application of Regulations - Futures transactions in long term U.S.
Treasury Notes shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in long term U.S. Treasury
Notes.  (09/01/00)

2403.01  Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either, is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
U.S. Treasury Notes, it may, upon a two-thirds vote under Rule 180.00, take such
action as may be in the Board's sole discretion appear necessary to prevent,
correct or alleviate the condition. Without limiting the foregoing or the
authority of the Board under Rule 180.00, the Board may:

(1) designate as deliverable, callable U.S. Treasury Bonds otherwise meeting the
    specifications and requirements stated in this chapter;

(2) designate as deliverable one or more issues of U.S. Treasury Notes and/or
    U.S. Treasury Bonds having maturities shorter than six and one-half years,
    or longer than ten years and otherwise meeting the specifications and
    requirements stated in this chapter; and/or

(3) determine a cash settlement based on the current cash value of a 6% coupon
    rate, six and one-half years to ten years U.S. Treasury Note, as determined
    by using the current market yield curve for U.S. Treasury securities on the
    last day of trading.  (03/01/00)

2404.01  Unit of Trading - The unit of trading shall be United States Treasury
Notes having a face value at maturity of one hundred thousand dollars ($100,000)
or multiples thereof.  (10/01/94)

2405.01  Months Traded In - Trading in Long-Term U.S. Treasury notes futures
may be scheduled in such months as determined by the Exchange. (03/01/00)

2406.01  Price Basis - Minimum price fluctuations shall be in multiples of
one-half of one thirty-second (1/32) point per 100 points ($15.625 per contract)
except for intermonth spreads, where minimum price fluctuations shall be in
multiples of one-fourth of one thirty-second point per 100 points ($7.8125 per
contract).  Par shall be on the basis of 100 points. Contracts shall not be made
on any other price basis.  (02/01/01)

2407.01  Hours of Trading - The hours of trading for future delivery in long
term U.S. Treasury Notes shall be determined by the Board. On the last day of
trading in an expiring future, the closing time for such future shall be 12:00
noon subject to the provisions of the second paragraph of Rule 1007.00.

The market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct.  (10/01/94)

2409.01  Last Day of Trading - No trades in long term U.S. Treasury Note
futures deliverable in the current month shall be made during the last seven
business days of that month and any contracts



                                      2402


                            Ch24 Trading Conditions
                            -----------------------

remaining open must be settled by delivery or as provided in Regulation 2409.02
after trading in such contracts has ceased. (10/01/94)

2409.02  Liquidation in the Last Seven Days of Delivery Months - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 2409.01 of this chapter, outstanding contracts may be
liquidated by the delivery of book-entry U.S. Treasury Notes or Bonds
(Regulation 2442.01) or by mutual agreement by means of a bona fide exchange of
such current futures for actual U.S. Treasury Notes or Bonds or comparable
instruments. Such exchange must, in any event, be made no later than the fifth
business day immediately preceding the last business day of the delivery month.
(10/01/94)

2412.12  Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/94)



                                      2403


Ch24 Delivery Procedures

2436.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be U.S. Treasury Notes which have an actual
maturity of not less than six and one-half years and not more than ten years.
All notes delivered against a contract must be of the same issue. For
settlement, the time to maturity of a given issue is calculated in complete
quarter year increments (i.e. 8 years, 10 months, 17 days is taken to be 8
years, 9 months) from the first day of the delivery month. The price at which a
note with this time to maturity and with the same coupon rate as this issue will
yield 6%, according to bond tables prepared by the Financial Publishing Co. of
Boston, Mass., is multiplied by the settlement price to arrive at the amount at
which the short invoices the long.

U.S. Treasury Notes deliverable against futures contracts under these
regulations must have semi-annual coupon payments.

Interest accrued on the notes shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of U.S. Treasury Notes which satisfy the standards in this regulation
shall be added to the deliverable grade as they are issued. If during the
auction of a note which will meet the standards of this chapter the Treasury re-
opens an existing issue, thus rendering the existing issue indistinguishable
from the newly auctioned one, the older issue is deemed to meet the standards of
this chapter and would be deliverable. The Exchange shall have the right to
exclude any new issue from deliverable status or to further limit outstanding
issues from deliverable status.  (03/01/00)

2442.01  Deliveries of Futures Contracts - Deliveries against long term U.S.
Treasury Note futures contracts shall be by book-entry transfer between accounts
of Clearing Members at qualified banks (Regulation 2480.01) in accordance with
Department of Treasury Circular 300, Subpart O: Book-Entry Procedure. Delivery
must be made no later than the last business day of the month. Notice of
intention to deliver shall be given to the Board of Trade Clearing Corporation
by 8:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the second business day preceding delivery day. In the event the
long Clearing Member does not agree with the terms of the invoice received from
the short Clearing Member, the long Clearing Member must notify the short
Clearing Member, and the dispute must be settled by 9:30 a.m. (Chicago time) on
delivery day. The short Clearing Member must have contract grade U.S. Treasury
notes in place at his bank in acceptable (to his bank) delivery form no later
than 10:00 a.m. (Chicago time) on delivery day. The short Clearing Member must
notify his bank (Regulation 2480.01) to transfer contract grade U.S. Treasury
notes by book-entry to the long Clearing Member's account at the long Clearing
Member's bank on a delivery versus payment basis. That is, payment shall not be
made until the notes are delivered. On delivery day, the long Clearing Member
must make funds available by 7:30 a.m. (Chicago time) and notify his bank
(Regulation 2480.01) to accept contract grade U.S. Treasury notes and to remit
federal funds to the short Clearing Member's account at the short Clearing
Member's bank (Regulation 2480.01) in payment for delivery of the notes.
Contract grade U.S. Treasury notes must be transferred and payment must be made
before 1:00 p.m. (Chicago time) on delivery day. All deliveries must be assigned
by the Clearing Corporation. Where a commission house as a member of the
Clearing Corporation has an interest both long and short for customers on its
own books, it must tender to the Clearing Corporation such notices of intention
to deliver as it received from its customers who are short.  (12/01/99)

2442.02  Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or thbulletinClearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 2442.01 and 2449.04 and that all other provisions of
Regulations of 2442.01 and 2449.04 have been complied with.  (10/01/94)



                                      2404


                           Ch24 Delivery Procedures
                           ------------------------

2446.01  Date of Delivery - Delivery of long term U.S. Treasury Notes may be
made by the short upon any permissible delivery day of the delivery month the
short may select. Delivery of long term U.S. Treasury Notes must be made no
later than the last business day of that month. (10/01/94)

2447.01  Delivery Notices - (See Regulation 1047.01) (10/01/94)

2448.01  Method of Delivery - (See Regulation 1048.01) (10/01/94)

2449.00  Time of Delivery, Payment, Form of Delivery Notice - (See Rule 1049.00)
(10/01/94)

2449.02  Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

2449.03  Sellers Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyer's mail boxes
provided for that purpose in the Clearing House. (12/01/99)

2449.04  Payment - Payment shall be made in federal funds. The long obligated to
take delivery must take delivery and make payment before 1:00 p.m. on the day of
delivery, except on banking holidays when delivery must be taken and payment
made before 9:30 a.m. the next business day. Adjustments for differences between
contract prices and delivery prices established by the Clearing House shall be
made with the Clearing House in accordance with its by-laws and resolutions.
(10/01/94)

2449.05  Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)



                                      2405


Ch24 Regularity of Banks

2480.01  Banks - For purposes of these regulations relating to trading in long
term U.S. Treasury Notes, the word "Bank" (Regulation 2442.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus and undivided
earnings) in excess of one hundred million dollars ($100,000,000). (10/01/94)



                                      2406


================================================================================
Chapter 25
Medium Term U.S. Treasury Notes (5 Year)
================================================================================

    Ch25 Trading Conditions................................................ 2502
      2501.00  Authority................................................... 2502
      2502.01  Application of Regulation................................... 2502
      2503.01  Emergencies, Acts of God, Acts of Government................ 2502
      2504.01  Unit of Trading............................................. 2502
      2505.01  Months Traded In............................................ 2502
      2506.01  Price Basis................................................. 2502
      2509.01  Last Day of Trading......................................... 2502
      2509.02  Liquidation in the Last Seven Days of the Delivery Month.... 2503
      2510.01  Margin Requirements......................................... 2503

    Ch25 Delivery Procedures............................................... 2504
      2536.01  Standards................................................... 2504
      2542.01  Deliveries on Futures Contracts............................. 2504
      2542.02  Wire Failure................................................ 2504
      2546.01  Date of Delivery............................................ 2504
      2547.01  Delivery Notices............................................ 2505
      2548.01  Method of Delivery.......................................... 2505
      2549.00  Time of Delivery, Payment, Form of Delivery Notice.......... 2505
      2549.02  Buyer's Report of Eligibility to Receive Delivery........... 2505
      2549.03  Seller's Invoice to Buyers.................................. 2505
      2549.04  Payment..................................................... 2505
      2549.05  Buyers Banking Notification................................. 2505
      2550.00  Duties of Members........................................... 2505
      2551.01  Office Deliveries Prohibited................................ 2505
      2554.00  Failure to Accept Delivery.................................. 2505

    Ch25 Regularity of Banks............................................... 2506
      2580.01  Banks....................................................... 2506




                                      2501


================================================================================
Chapter 25
Medium Term U.S. Treasury Notes (5 Year)
================================================================================
Ch25 Trading Conditions

2501.00  Authority - (See Rule 1701.00) (10/01/94)

2502.01  Application of Regulations - Futures transactions in medium term U.S.
Treasury Notes shall be subject to the general rules of the Association as far
as applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in medium term U.S.
Treasury Notes. (09/01/00)

2503.01  Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either, is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
U.S. Treasury Notes, it may, upon a two-thirds vote under Rule 180.00, take such
action as may in the Board's sole discretion appear necessary to prevent,
correct or alleviate the condition. Without limiting the foregoing or the
authority of the Board under Rule 180.00, the Board may:

(1)  designate as deliverable, U.S. Treasury Bonds otherwise meeting the
     specifications and requirements stated in this chapter;

(2)  designate as deliverable one or more issues of U.S. Treasury Notes and/or
     U.S. Treasury Bonds having maturities shorter than four years and two
     months, or longer than five years and two months and otherwise meeting the
     specifications and requirements stated in this chapter.

(3)  determine a cash settlement based on the current cash value of a  6% coupon
     rate, five year U.S. Treasury Note, as determined by using the current cash
     market yield curve for U.S. Treasury securities on the last day of trading.
     (03/01/00)

2504.01  Unit of Trading - The unit of trading shall be United States Treasury
Notes having a face value at maturity of one hundred thousand dollars ($100,000)
or multiples thereof. (10/01/94)

2505.01  Months Traded In - Trading in Medium-Term U.S. Treasury notes futures
may be scheduled in such months as determined by the Exchange. (03/01/00)

2506.01  Price Basis - Minimum price fluctuations shall be in multiples of one-
half of one thirty-second (1/32) point per 100 points ($15.625 rounded up to the
nearest 1c per contract) except for intermonth spreads, where minimum price
fluctuations shall be in multiples of one-fourth of one thirty-second point per
100 points ($7.8125 per contract). Par shall be on the basis of 100 points.
Contracts shall not be made on any other price basis. (02/01/01)

2507.01  Hours of Trading - The hours of trading for future delivery in U.S.
Treasury Notes shall be determined by the Board. On the last day of trading in
an expiring future, the closing time for such future shall be 12:00 noon subject
to the provisions of the second paragraph of Rule 1007.00. The market shall be
opened and closed for all months simultaneously or in such other manner as the
Regulatory Compliance Committee shall direct. (10/01/94)

2509.01  Last Day of Trading - No trades in medium term U.S. Treasury Note
futures deliverable in the current month shall be made during the last seven
business days of that month and any contracts remaining open must be settled by
delivery as provided in Regulation 2509.02 after trading in such contracts has
ceased. (10/01/94)

                                      2502


                            Ch25 Trading Conditions

2509.02  Liquidation in the Last Seven Days of the Delivery Month - After
trading in contracts for future delivery in the current delivery month has
ceased in accordance with Regulation 2509.01 of this chapter, outstanding
contracts may be liquidated by the delivery of book-entry U.S. Treasury Notes
(Regulation 2542.01) or by mutual agreement by means of bona fide exchange of
such current futures for actual U.S. Treasury Notes or comparable instruments.
Such exchange must, in any event, be made no later than the fifth business day
immediately preceding the last business day of the delivery month. (10/01/94)

2510.01  Margin Requirements - (See Regulation 431.03) (10/01/94)


                                      2503


Ch25 Delivery Procedures

2536.01  Standards - The contract grade for delivery on futures contracts made
under these regulations shall be U.S. notes which have an original maturity of
not more than 5 years three months and which have a remaining maturity of not
less than four years and two months as defined below. To be delivered in the
current month, the note must have been issued by the Treasury before the last
day of trading in the current month. All notes or bonds delivered against a
contract must be of the same issue. For settlement, the time to maturity of a
given issue is calculated in complete one month increments (i.e. 4 years, 5
months and 14 days is taken to be 4 years and 5 months) from the first day of
the delivery month. The price at which a note with this time to maturity and
with the same coupon rate as this issue will yield 6%, according to bond tables
prepared by the Financial Publishing Co. of Boston, Mass., is multiplied by the
settlement price to arrive at the amount which the short invoices the long.

Interest accrued on the notes shall be charged to the long by the short in
accordance with Department of the Treasury Circular 300, Subpart P.

New issues of U.S. Treasury Notes which satisfy the standards in this regulation
shall be added to the deliverable grade as they are issued. If during the
auction of a note which will meet the standards of this chapter the Treasury re-
opens an existing issue, thus rendering the existing issue indistinguishable
from the newly auctioned one, the older issue is deemed to meet the standards of
this chapter and would be deliverable. The Exchange shall have the right to
exclude any new issue from deliverable status or to further limit outstanding
issues from deliverable status.  (03/01/00)

2542.01  Deliveries on Futures Contracts - Deliveries against medium term U.S.
Treasury Note futures contracts shall be by book-entry transfer between accounts
of Clearing Members at qualified banks (Regulation 2580.01) in accordance with
Department of Treasury Circular 300, Subpart O: Book-Entry Procedure. Delivery
must be made no later than the last business day of the month. Notice of
intention to deliver shall be given to the Board of Trade Clearing Corporation
by 8:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the second business day preceding delivery day. In the event the
long Clearing Member does not agree with the terms of the invoice received from
the short Clearing Member, the long Clearing Member must notify the short
Clearing Member, and the dispute must be settled by 9:30 a.m. (Chicago time) on
delivery day. The short Clearing Member must have contract grade U.S. Treasury
notes at his bank in acceptable (to his bank) delivery form by 10:00 a.m.
(Chicago time) on delivery day. The short Clearing Member must notify his bank
(Regulation 2580.01) to transfer contract grade U.S. Treasury notes by book-
entry to the long Clearing Member's account on a delivery versus payment basis.
That is, payment shall not be made until the notes are delivered. On delivery
day, the long Clearing Member must make funds available by 7:30 a.m. (Chicago
time) and notify his bank (Regulation 2580.01) to accept contract grade U.S.
Treasury notes and to remit federal funds to the short Clearing Member's account
at the short Clearing Member's bank (Regulation 2580.01) in payment for delivery
of the notes. Contract grade U.S. Treasury notes must be transferred and payment
must be made before 1:00 p.m. (Chicago time) on delivery day. All deliveries
must be assigned by the Clearing Corporation. Where a commission house as a
member of the Clearing Corporation has an interest both long and short for
customers on its own books, it must tender to the Clearing Corporation such
notices of intention to deliver as it received from its customers who are short.
(12/01/99)

2542.02  Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m. on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 2542.01 and 2549.04 and that all other provisions of
Regulations of 2542.01 and 2549.04 have been complied with.  (10/01/94)

2546.01  Date of Delivery - Delivery of medium term U.S. Treasury Notes may be
made by the short upon any permissible delivery day of the delivery month the
short may select. Delivery of


                                      2504


                           Ch25 Delivery Procedures

medium term U.S. Treasury Notes must be made no later than the last business day
of that month. (10/01/94)

2547.01  Delivery Notices - (See Regulation 1047.01) (10/01/94)

2548.01  Method of Delivery - (See Regulation 1048.01) (10/01/94)

2549.00  Time of Delivery, Payment, Form of Delivery Notice - (See Rule 1049.00)
(10/01/94)

2549.02  Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (10/01/94)

2549.03  Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers,
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m., or by such other time designated by the Board
of Directors, on the day of intention except on the last intention day of the
month, where such invoices shall be delivered to the Clearing House by 3:00
p.m., or by such other time designated by the Board of Directors. Upon receipt
of such invoices, the Clearing House shall promptly make them available to
buyers to whom they are addressed, by placing them in buyer's mail boxes
provided for that purpose in the Clearing House. (12/01/99)

2549.04  Payment - Payment shall be made in federal funds. The long obligated to
take delivery must take delivery and make payment before 1:00 p.m. on the day of
delivery, except on banking holidays when delivery must be taken and payment
made before 9:30 a.m. the next banking business day. Adjustments for differences
between contract prices and delivery prices established by the Clearing House
shall be made with the Clearing House in accordance with its by-laws and
resolutions. (10/01/94)

2549.05  Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (5:00 p.m. EST) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of U.S. securities. (10/01/94)

2550.00  Duties of Members - (See Rule 1050.00) (10/01/94)

2551.01  Office Deliveries Prohibited - (See Regulation 1051.01) (10/01/94)

2554.00  Failure to Accept Delivery - (See Rule 1054.00) (10/01/94)


                                      2505


Ch25 Regularity of Banks

2580.01  Banks - For purposes of these regulations relating to trading in U.S.
Treasury notes, the word "Bank" (Regulation 2542.01) shall mean a U.S.
commercial bank (either Federal or State charter) that is a member of the
Federal Reserve System and with capital (capital, surplus, and undivided
earnings) in excess of one hundred million dollars ($100,000,000). (10/01/94)


                                      2506


================================================================================
Chapter 27A (Standard Options)
Long Term Treasury Note Futures Options
================================================================================

     Ch27A Trading Conditions.............................................. 2702
          A2701.00  Authority.............................................. 2702
          A2701.01  Application of Regulations............................. 2702
          A2702.01  Nature of Long Term Treasury Note Futures Put Options.. 2702
          A2702.02  Nature of Long Term Treasury Note Futures Call Options. 2702
          A2703.01  Trading Unit........................................... 2702
          A2704.01  Striking Prices........................................ 2702
          A2705.01  Payment of Option Premium.............................. 2702
          A2706.01  Option Premium Basis................................... 2702
          A2707.01  Exercise of Option..................................... 2703
          A2707.02  Automatic Exercise..................................... 2703
          A2708.01  Expiration of Option................................... 2703
          A2709.01  Months Traded In....................................... 2703
          A2710.01  Trading Hours.......................................... 2703
          A2711.01  Position Limits and Reportable Positions............... 2703
          A2712.01  Margin Requirements.................................... 2703
          A2713.01  Last Day of Trading.................................... 2703

                                     2701A


================================================================================
Chapter 27A (Standard Options)
Long Term Treasury Note Futures Options
================================================================================

Ch27A Trading Conditions

A2701.00  Authority - (See Rule 2801.00)  (10/01/94)

A2701.01  Application of Regulations - Transactions in put and call options on
Long Term Treasury Note futures contracts shall be subject to the general rules
of the Association as far as applicable and shall also be subject to the
regulations contained in this chapter which are exclusively applicable to
trading in put and call options on Long Term Treasury Note futures contracts.
(See Rule 490.00) (09/01/00)

A2702.01 Nature of Long Term Treasury Note Futures Put Options - The buyer of
one (1) Long Term Treasury Note futures put option may exercise his option at
any time prior to expiration (subject to Regulation 2707.01), to assume a short
position in one (1) Long Term Treasury Note futures contract of a specified
contract month at a striking price set at the time the option was purchased. The
seller of one (1) Long Term Treasury Note futures put option incurs the
obligation of assuming a long position in one (1) Long Term Treasury Note
futures contract of a specified contract month at a striking price set at the
time the option was sold, upon exercise by a put option buyer. (10/01/94)

A2702.02 Nature of Long Term Treasury Note Futures Call Options - The buyer of
one (1) Long Term Treasury Note futures call option may exercise his option at
any time prior to expiration (subject to Regulation 2707.01), to assume a long
position in one (1) Long Term Treasury Note futures contract of a specified
contract month at a striking price set at the time the option was purchased. The
seller of one (1) Long Term Treasury Note futures call option incurs the
obligation of assuming a short position in one (1) Long Term Treasury Note
futures contract of a specified contract month at a striking price set at the
time the option was sold, upon exercise by a call option buyer. (10/01/94)

A2703.01 Trading Unit - One (1) $100,000 face value Long Term Treasury Note
futures contract of a specified contract month on the Chicago Board of Trade.
(10/01/94)

A2704.01 Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one (1) point per Long Term
Treasury Note futures contract. At the commencement of trading for such option
contracts, the following strike prices shall be listed: one with a striking
price closest to the previous day's settlement price on the underlying Long Term
Treasury Note futures contract, and the next fifteen consecutive higher and the
next fifteen consecutive lower striking prices closest to the previous day's
settlement price; and all strike prices listed for all other option contract
months listed at the time. If the previous day's settlement price is midway
between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Long Term Treasury Note futures contract occurs at
a price greater than or equal to the fifteenth largest striking price, a new
striking price one increment higher than the existing striking prices will be
added. When a sale in the underlying Long Term Treasury Note futures contract
occurs at a price less than or equal to the fifteenth smallest striking price, a
new striking price one increment lower than the existing striking prices will be
added. When a new strike price is added for an option contract month, the same
strike price will be added to all option contract months for which that strike
price is not already listed. All new strike prices will be added prior to the
opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (01/01/99)

A2705.01 Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

A2706.01 Option Premium Basis - The Premium for Long Term Treasury Note futures
options

                                     2702A


                           Ch27A Trading Conditions
                           ------------------------

shall be in multiples of one sixty-fourth (1/64) of one percent (1%) of a
$100,000 Long Term Treasury Note futures contract which shall equal $15.63 per
1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

If options are quoted in volatility terms, the minimum fluctuation shall be .10
percent (i.e.-10.0%, 10.1%, 10.2%, etc.) (10/01/94)

A2707.01 Exercise of Option - The buyer of a Long Term Treasury Note futures
option may exercise the option on any business day prior to expiration by giving
notice of exercise to the Clearing Corporation by 6:00 p.m., or by such other
time designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on the
expiration date:

  i) to correct errors or mistakes made in good faith;

 ii) to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

A2707.02 Automatic Exercise - Notwithstanding the provisions of Regulation
2707.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

  i) to correct errors or mistakes made in good faith;

 ii) to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

A2708.01 Expiration of Option - Unexercised Long Term Treasury Note futures
options shall expire at 10:00 a.m. on the first Saturday following the last day
of trading. (10/01/94)

A2709.01 Months Traded In - Trading may be conducted in Long Term Treasury Note
futures options for a thirty six month period extending from the nearby contract
month, provided however, that the Exchange may determine not to list a contract
month. Both serial and quarterly options may be listed to expire into either
front-month or deferred futures as determined by the Board. (06/01/99)

A2710.01 Trading Hours - The hours of trading of options on Long Term Treasury
Note futures contracts shall be determined by the Board. On the last day of
trading in an expiring option the closing time for such option shall be the same
as the close of trading of the Regular Daytime open outcry trading session for
the corresponding Long Term Treasury Note futures contract, subject to the
provisions of the second paragraph of Rule 1007.00. Long Term Treasury Note
futures options shall be opened and closed for all months and strike prices
simultaneously or in such a manner as the Regulatory Compliance Committee shall
direct. (04/01/00)

A2711.01 Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

A2712.01 Margin Requirements - (See Regulation 431.05) (10/01/94)

*A2713.01 Last Day of Trading - No trades in Long Term Treasury Note futures
options expiring in the current month shall be made after the close of trading
of the Regular Daytime open outcry trading session for the corresponding Long
Term Treasury Note futures contract, on the last Friday which precedes by at
least two [five] business days, the last business day of the month preceding the
      ---
option month. If such Friday is not a business day, or there is a Friday which
is not a business day which precedes by one [four] business day[s] the last
                                        ---
business day of the month preceding the option month, the last day of trading
shall be the business day prior to such Friday. (03/01/00)

                                     2703A


                           Ch27A Trading Conditions
                           ------------------------

* Additions underlined; deletions bracketed for contracts from June 2001
forward.

                                     2704A


================================================================================
Chapter 27B (Flexible Options)
Long Term Treasury Note Flexible Options
================================================================================

     Ch27B Trading Conditions............................................. 2706B
          B2702.03  Nature of Flexible Options............................ 2706B
          B2703.01  Trading Unit.......................................... 2706B
          B2704.01  Strike Prices......................................... 2706B
          B2707.01  Exercise of Flexible Options.......................... 2706B
          B2707.02  Automatic Exercise.................................... 2706B
          B2708.01  Expiration Date....................................... 2707B
          B2709.01  Months Traded In...................................... 2707B
          B2713.01  Last Day of Trading................................... 2707B
          B2715.01  Exercise Style........................................ 2707B
          B2716.01  Underlying Futures Contract for Flexible Options...... 2707B
          B2717.01  Initiating a Flexible Option Contract Series.......... 2707B
          B2719.01  RFQ Trading Interval.................................. 2707B
          B2720.01  Expiration of an RFQ.................................. 2707B
          B2721.01  Reporting of Flexible Option Trades................... 2707B

                                     2705B


===============================================================================
Chapter 27B (Flexible Options)
Long Term Treasury Note Flexible Options
===============================================================================

     Note: The following Flexible option regulations with the exception noted in
           the second paragraph of Regulation 2702.03 supersede the
           corresponding standard regulations presented in Part A of this
           chapter. Regulations 2701.00, 2701.01, 2702.01, 2702.02, 2705.01,
           2706.01, 2710.01, 2711.01, 2712.01, and 2714.01 remain in effect for
           both standard and Flexible options.

Ch27B Trading Conditions

B2702.03 Nature of Flexible Options - Flexible options on Long Term Treasury
Note futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on Long Term Treasury Note futures shall also be
permitted in puts and calls which have the same underlying futures contract,
same strike price, same exercise style, and same last day of trading as standard
options that are not at the time listed for trading in the standard options pit
or on e-cbot. All Flexible Option regulations except 2707.01, 2707.02, 2708.01,
and 2713.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or
option/futures spread involving puts, calls or futures. (09/01/00)

B2703.01 Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B2704.01 Strike Prices - Strike prices for flexible options must be specified in
points and 32nd's of points per Long Term Treasury Note futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
32nd point increments relative to the underlying futures contract. Strike prices
cannot be outside the range of the currently listed strike prices for standard
options. (06/01/95)

B2707.01 Exercise of Flexible Options - Notification of the intent to exercise a
flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B2707.02 Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

*B2708.01 Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month preceding the
underlying future contract month. Flexible options expire at 4:30 p.m. on the
last trading

                                     2706B


                           Ch27B Trading Conditions
                           ------------------------

day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B2709.01 Months Traded In - Trading my be conducted in flexible options in any
month up through the most distant underlying futures contract in which a trade
has occurred. (05/01/94)

B2713.01 Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2702.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B2715.01 Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B2716.01 Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B2717.01 Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series. If
so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 2719.01) will exist.
(02/01/01)

B2719.01 RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the priority period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B2720.01 Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (02/01/01)

B2721.01 Reporting of Flexible Option Trades - It shall be the responsibility of
the participants in a flexible option trade to report the quantities and prices
to the flexible pit reporter in a timely manner, including any later trades in
open flexible contract term series. (10/01/94)

*    The effect of the second paragraph of Regulation 2702.03 is to permit
     trading in standard options under certain Flexible trading procedures prior
     to the listing of such options in the standard options pit or on e-cbot.
     Once and if these options are listed for trading in the standard options
     pit or on e-cbot, they will be traded only in the standard options pit or
     on e-cbot subject to standard options trading requirements. Upon such
     listing, all existing open positions established under Flexible trading
     procedures shall be fully fungible with transactions in the respective
     standard option series for all purposes under these regulations.

                                     2707B


================================================================================
Chapter 28A (Standard Options)
T-Bond Futures Options
================================================================================
      Ch28A Trading Conditions..........................................  2802A
         A2801.00    Authority..........................................  2802A
         A2801.01    Application of Regulations.........................  2802A
         A2802.01    Nature of U.S. Treasury Bond Futures Put Options...  2802A
         A2802.02    Nature of U.S. Treasury Bond Futures Call Options..  2802A
         A2803.01    Trading Unit.......................................  2802A
         A2804.01    Striking Prices....................................  2802A
         A2805.01    Payment of Option Premium..........................  2803A
         A2806.01    Option Premium Basis...............................  2803A
         A2807.01    Exercise of Option.................................  2803A
         A2807.02    Automatic Exercise.................................  2803A
         A2808.01    Expiration of Option...............................  2803A
         A2809.01    Months Traded In...................................  2803A
         A2810.01    Trading Hours......................................  2803A
         A2811.01    Position Limits and Reportable Positions...........  2804A
         A2812.01    Margin Requirements................................  2804A
         A2813.01    Last Day of Trading................................  2804A

                                     2801A


================================================================================
Chapter 28A (Standard Options)
T-Bond Futures Options
================================================================================

Ch28A Trading Conditions

A2801.00  Authority - Trading in put and call options on futures contracts and
on commodities may be conducted under such terms and conditions as may be
prescribed by regulation.  (10/01/94).

A2801.01  Application of Regulations - Transactions in put and call options on
U.S. Treasury Bond futures contracts shall be subject to the general rules of
the Association as far as applicable and shall also be subject to the
regulations contained in this chapter which are exclusively applicable to
trading in put and call options on U.S. Treasury Bond futures contracts. (See
Rule 490.00)  (09/01/00)

A2802.01  Nature of U.S. Treasury Bond Futures Put Options - The buyer of one
(1) U.S. Treasury Bond futures put option may exercise his option at any time
prior to expiration (subject to Regulation 2807.01), to assume a short position
in one (1) U.S. Treasury Bond futures contract of a specified contract month at
a striking price set at the time the option was purchased. The seller of one (1)
U.S. Treasury Bond futures put option incurs the  obligation of assuming a long
position in one (1) U.S. Treasury Bond futures contract of a specified contract
month at a striking price set at the time the option was sold, upon exercise by
a put option buyer.  (10/01/94)

A2802.02  Nature of U.S. Treasury Bond Futures Call Options - The buyer of one
(1) U.S. Treasury Bond futures call option may exercise his option at any time
prior to expiration (subject to Regulation 2807.01), to assume a long position
in one (1) U.S. Treasury Bond futures contract of a specified contract month at
a striking price set at the time the option was purchased. The seller of one (1)
U.S. Treasury Bond futures call option incurs the obligation of assuming a short
position in one (1) U.S. Treasury Bond futures contract of a specified contract
month at a striking price set at the time the option was sold, upon exercise by
a call option buyer.  (10/01/94)

A2803.01  Trading Unit - One (1) $100,000 face value U.S. Treasury Bond
futures contract of a specified contract month on the Chicago Board of Trade.
(10/01/94)

A2804.01  Striking Prices - Trading shall be conducted for put and call
options with striking prices in integral multiples of two (2) points and one (1)
point per U.S. Treasury Bond futures contract as follows:  At the commencement
of trading for quarterly expirations the following strike prices in two point
intervals shall be listed: one with a striking price closest to the previous
day's settlement price on the underlying U.S. Treasury Bond futures contract,
the next fifteen consecutive higher and the next fifteen consecutive lower
striking prices closest to the previous day's settlement price; and all two
point strike prices listed for all other option contract months listed at the
time. If the previous day's settlement price is midway between two striking
prices, the closest striking price shall be the larger of the two.  Over time
new two point striking prices will be added to ensure that at least fifteen two
point striking prices always exist above and below the previous day's trading
range in the underlying futures.  When a new two point strike price is added for
an option contract month, the same strike price will be added to all option
contract months for which that strike price is not already listed.  At the
commencement of trading for a non-quarterly expiration and for a quarterly
expiration on the day they become the second deferred month, the following
striking prices in one point intervals shall be listed:  one with a striking
price closest to the U.S. Treasury Bond futures contract's previous day's
settlement price, the next thirty consecutive higher and lower striking prices
in one point intervals and all other striking prices in two point intervals that
exist for other option contract months.  Over time, new one point striking
prices will be added to ensure that at least thirty one point striking prices
always exist above and below the previous day's trading range in the underlying
futures.  All new strike prices will be added prior to the opening of trading on
the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions.  (09/01/00)

A2805.01  Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time

                                     2802A


                           Ch28A Trading Conditions
                           ------------------------

that the option is purchased, or within a reasonable time after the option is
purchased. (10/01/94)

A2806.01  Option Premium Basis  - The Premium for U.S. Treasury Bond futures
options shall be in multiples of one sixty-fourth (1/64) of one percent (1%) of
a $100,000 U.S. Treasury Bond futures contract which shall equal $15.63 per 1/64
and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

If options are quoted in volatility terms, the minimum fluctuation shall be .10
percent (i.e.-10.0%, 10.1%, 10.2%, etc.)  (10/01/94)

A2807.01  Exercise of Option   - The buyer of a U.S. Treasury Bond futures
option may exercise the option on any business day prior to expiration by giving
notice of exercise to the Clearing Corporation by 6:00 p.m., or by such other
time designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on the
expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A2807.02 Automatic Exercise  - Notwithstanding the provisions of Regulation
2807.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A2808.01 Expiration of Option- Unexercised U.S. Treasury Bond futures options
shall expire at 10:00 a.m. on the first Saturday following the last day of
trading. (10/01/94)

A2809.01  Months Traded In - Trading may be conducted in U.S. Treasury Bond
futures options for a thirty-six month period extending from the nearby contract
month, provided however, that the Exchange may determine not to list a contract
month. Both serial and quarterly options may be listed to expire into either
front-month or deferred futures as determined by the Board (06/01/99)

A2801.01  Trading Hours - The hours of trading of options in U.S. Treasury Bond
futures contracts shall be determined by the Board. On the last day of trading
in an expiring option, the closing time for such options shall be the same as
the close of trading of the Regular Daytime open outcry trading session for the
corresponding U.S. Treasury Bond futures contracts, subject to the provisions of
the second paragraph of Rule 1007.00. U.S. Treasury Bond futures options shall
be opened and closed for all months and strike prices simultaneously or in such
a manner as the Regular Compliance Committee shall direct. (04/01/00) A28011.01
Position Limits and Reportable Positions - (See Regulation 425.01) (10/01/00)

A2812.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*A2813.01 Last Day of Trading - No trades in U.S. Treasury Bond futures options
expiring in the current month shall be made after the close of the Regular
Daytime open outcry trading session for the corresponding U.S. Trading Bond
futures contract on the last Friday which precedes by at least two [five]
                                                               ---
business days, the last business day of the month preceding the option month. If

                                     2803A


                           Ch28A Trading Conditions
                           ------------------------

such Friday is not a business day, or there is a Friday which is not a business
day which precedes by one [four] business day[s] the last business day of the
month preceding the option month, the last day of trading shall be the business
day prior to such Friday. (03/01/00)

*Additions underlined; deletions bracketed for contracts from June 2001 forward.

                                     2804A


===============================================================================
Chapter 28B (Flexible Options)
Treasury Bond Flexible Options
===============================================================================
                                                                  
     Ch28B Trading Conditions...                                          2806B
         B2802.03   Nature of Flexible Options.........................   2806B
         B2803.01   Trading Unit.......................................   2806B
         B2804.01   Strike Prices......................................   2806B
         B2807.01   Exercise of Flexible Options.......................   2806B
         B2807.02   Automatic Exercise.................................   2806B
         B2808.01   Expiration Date....................................   2807B
         B2809.01   Months Traded In...................................   2807B
         B2813.01   Last Day of Trading................................   2807B
         B2815.01   Exercise Style.....................................   2807B
         B2816.01   Underlying Futures Contract for Flexible Options...   2807B
         B2817.01   Initiating a Flexible Option Contract Series.......   2807B
         B2819.01   RFQ Trading Interval...............................   2807B
         B2820.01   Expiration of an RFQ...............................   2807B
         B2821.01   Reporting of Flexible Option Trades................   2807B

     

                                     2805B


================================================================================
Chapter 28B (Flexible Options)
Treasury Bond Flexible Options
================================================================================

    Note:  The following Flexible option regulations with the exception noted in
           the second paragraph of Regulation 2802.03 supersede the
           corresponding standard regulations presented in Part A of this
           chapter. Regulations 2801.00, 2801.01, 2802.01, 2802.02, 2805.01,
           2806.01, 2810.01, 2811.01, 2812.01, and 2814.01 remain in effect for
           both standard and Flexible options.

Ch28B Trading Conditions

B2802.03  Nature of Flexible Options - Flexible options on U.S. Treasury Bond
futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on U.S. Treasury Bond futures shall also be permitted
in puts and calls which have the same underlying futures contract, same strike
price, same exercise style, and same last day of trading as standard options
that are not at the time listed for trading in the standard options pit or on e-
cbot.  All Flexible Option regulations except 2807.01, 2807.02, 2808.01, and
2813.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or option/
futures spread involving puts, calls or futures. (09/01/00)

B2803.01  Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B2804.01  Strike Prices - Strike prices for flexible options must be specified
in points and 32nd's of points per U.S. Treasury Bond futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
32nd point increments relative to the underlying futures contract.  Strike
prices cannot be outside the range of the currently listed strike prices for
standard options. (06/01/95)

B2807.01  Exercise of Flexible Options - Notification of the intent to exercise
a flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2802.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B2807.02  Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2802.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

*B2808.01  Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month preceding the
underlying future contract month. Flexible options expire at 4:30 p.m. on the
last trading

                                     2806B


                           Ch28B Trading Conditions
                           ------------------------

day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2902.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B2809.01  Months Traded In - Trading may be conducted in flexible options in any
month up through the most distant underlying futures contract in which a trade
has occurred. (10/01/94)

B2813.01  Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 2802.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B2815.01  Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B2816.01  Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B2817.01  Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series.

If so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 2819.01) will exist.
(02/01/01)

B2819.01  RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B2820.01  Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (02/01/01)

B2821.01  Reporting of Flexible Option Trades - It shall be the responsibility
of the participants in a flexible option trade to report the quantities and
prices to the flexible pit reporter in a timely manner,

including any later trades in open flexible contract term series. (10/01/94)

*   The effect of the second paragraph of Regulation 2802.03 is to permit
    trading in standard options under certain Flexible trading procedures prior
    to the listing of such options in the standard options pit or e-cbot. Once
    and if these options are listed for trading in the standard options pit or
    on e-cbot, they will be traded only in the standard options pit or on e-cbot
    subject to standard options trading requirements. Upon such listing, all
    existing open positions established under Flexible trading procedures shall
    be fully fungible with transactions in the respective standard option series
    for all purposes under these regulations.

                                     2807B




================================================================================
Chapter 29
Soybean Futures Options
================================================================================
                                                                        
     Ch29 Trading Conditions.............................................. 2902
          2901.00  Authority.............................................. 2902
          2901.01  Application of Regulations............................. 2902
          2902.01  Nature of Soybean Futures Put Options.................. 2902
          2902.02  Nature of Soybean Futures Call Options................. 2902
          2903.01  Trading Unit........................................... 2902
          2904.01  Striking Prices........................................ 2902
          2905.01  Payment of Option Premium.............................. 2903
          2906.01  Option Premium Basis................................... 2903
          2907.01  Exercise of Option..................................... 2903
          2907.02  Automatic Exercise..................................... 2903
          2908.01  Expiration of Option................................... 2903
          2909.01  Months Traded.......................................... 2903
          2910.01  Trading Hours.......................................... 2904
          2911.01  Position Limits and Reportable Positions............... 2904
          2912.01  Margin Requirements.................................... 2904
          2913.01  Last Day of Trading.................................... 2904
          2914.01  Option Premium Fluctuation Limits...................... 2904




================================================================================
Chapter 29
Soybean Futures Options
================================================================================

Ch29 Trading Conditions

2901.00  Authority - (See Rule 2801.00).  (10/01/94)

2901.01  Application of Regulations - Transactions in put and call options on
Soybean futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Soybean futures contracts. (See Rule 490.00).  (10/01/94)

2902.01  Nature of Soybean Futures Put Options - The buyer of one (1) Soybean
futures put option may exercise his option at any time prior to expiration,
(subject to Regulation 2907.01), to assume a short position in one (1) Soybean
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Soybean futures put option
incurs the obligation of assuming a long position in one (1) Soybean futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer.  (10/01/94)

2902.02  Nature of Soybean Futures Call Options - The buyer of one (1) Soybean
futures call option may exercise his option at any time prior to expiration,
(subject to Regulation 2907.01), to assume a long position in one (1) Soybean
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Soybean  futures call
option incurs the obligation of assuming a short position in one (1) Soybean
futures contract of a specified contract month at a striking price set at the
time the option was sold, upon exercise by a call option buyer.  (10/01/94)

2903.01  Trading Unit - One (1) 5,000 bushel Soybean futures contract of a
specified contract month on the Chicago Board of Trade.  (10/01/94)

2904.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of ten (10) cents per
bushel per Soybean futures contract (i.e., 6.10, 6.20, 6.30, etc) in integral
multiples of twenty (20) cents per bushel per Soybean futures contract (i.e.,
6.20, 6.40, 6.60, etc.) and in integral multiples of forty (40) cents per bushel
per Soybean futures contract (i.e., 6.00, 6.40, 6.80, etc.) as follows:

1.   a.  In integral multiples of twenty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: one with
         a strike closest to the previous day's settlement price of the
         underlying Soybean futures contract, the next five consecutive higher
         and the next five consecutive lower strikes (the "initial band"). If
         the previous day's settlement price is midway between two strikes, the
         closest price shall be the larger of the two.

     b.  In integral multiples of forty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: the next
         four consecutive strikes above the initial band.

     c.  In integral multiples of twenty cents, over time, strikes shall be
         added as necessary to ensure that all strikes within $1.10 of the
         previous day's trading range of the underlying futures contract are
         listed (the "minimum band").

     d.  In integral multiples of forty cents, over time, strikes shall be added
         as necessary to ensure that the next four consecutive strikes above the
         minimum band are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  In integral multiples of ten cents, at the commencement of trading for
         options that are traded in months in which Soybean futures are not
         traded, and for standard option months, the business day they become
         the second deferred month, the following strike prices shall be listed:
         one with a strike closest to the previous day's settlement price of the
         underlying Soybean futures contract and the next five consecutive
         higher and the next five consecutive




                            Ch29 Trading Conditions
                            -----------------------

         lower strikes. For example, ten-cent strike price intervals for the
         September 2000 contract month would be added on June 26, which is the
         business day after the expiration of the July contract month.

     b.  Over time, new ten-cent strike prices will be added to ensure that at
         least five strike prices exist above and below the previous day's
         trading range in the underlying futures.

3.   a.  In integral multiples of forty cents, all strikes in which the
         previous day's delta factors (as determined by the Board of Trade) for
         both the put and call options are 0.10 or greater for two consecutive
         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  In integral multiples of twenty cents, during the month in which an
         option expires, all strikes in which the previous day's delta factors
         (as determined by the Board of Trade) for both the put and call options
         are 0.10 or greater for two consecutive business days will be listed
         for trading.

4.   All strikes will be listed prior to the opening of trading on the following
     business day. The Exchange may modify the procedures for the introduction
     of strikes as it deems appropriate in order to respond to market
     conditions. (09/01/00)

2905.01  Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased.  (10/01/94)

2906.01  Option Premium Basis - The premium for Soybean futures options shall
be in multiples of one-eighth (1/8) of one cent per bushel of a 5,000 bushel
Soybean futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(10/01/94)

2907.01  Exercise of Option - The buyer of a Soybean futures option may
exercise the option on any business day prior to expiration by giving notice of
exercise to the Clearing Corporation by 6:00 p.m., or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on expiration
date:

i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

2907.02  Automatic Exercise - Notwithstanding the provisions of Regulation
2907.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

2908.01  Expiration of Option - Unexercised Soybean futures options shall expire
at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

2909.01  Months Traded - Trading may be conducted in the nearby Soybean futures
options



                            Ch29 Trading Conditions
                            -----------------------

contract month plus any succeeding months, provided however, that the Exchange
may determine not to list a contract month. For options that are traded in
months in which Soybean futures are not traded, the underlying futures contract
is the next futures contract that is nearest to the expiration of the option.
For example, the underlying futures contract for the February option contract is
the March futures contract. (09/01/00)

2910.01    Trading Hours - The hours of trading of options on Soybean futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Soybean futures contract, subject to the provisions of the second
paragraph of Rule 1007.00. On the last day of trading in an expiring option, the
expiring Soybean futures options shall be closed with a public call made
striking price by striking price, conducted by such persons as the Regulatory
Compliance Committee shall direct. On all other days, Soybean futures options
shall be opened and closed for all months and striking prices simultaneously or
in such a manner as the Regulatory Compliance Committee shall direct. (03/01/00)

2911.01    Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

2912.01    Margin Requirements - (See Regulation 431.05) (10/01/94)

*2913.01   Last Day of Trading - No trades in Soybean futures options expiring
in the current month shall be made after the close of trading of the Regular
Daytime open outcry trading session for the corresponding Soybean futures
contract on the last Friday which precedes by at least two [five] business days,
the last business day of the month preceding the option month. If such Friday is
not a business day, the last day of trading shall be the business day prior to
such Friday. (03/01/00)

* Additions underlined; deletions bracketed for contracts from May 2001 forward.

2914.01    Option Premium Fluctuation Limits   -Trading is prohibited during any
day except for the last day of trading in a Soybean futures option at a premium
of more than the trading limit for the Soybean futures contract above and below
the previous day's settlement premium for that option as determined by the
Clearing Corporation. On the first day of trading, limits shall be set from the
lowest premium of the opening range.  (10/01/94)



================================================================================
Chapter 30
Corn Futures Options
================================================================================

     Ch30 Trading Conditions..................................
          3001.00  Authority..................................
          3001.01  Application of Regulations.................
          3002.01  Nature of Corn Futures Put Options.........
          3002.02  Nature of Corn Futures Call Options........
          3003.01  Trading Unit...............................
          3004.01  Striking Prices............................
          3005.01  Payment of Option Premium..................
          3006.01  Option Premium Basis.......................
          3007.01  Exercise of Option.........................
          3007.02  Automatic Exercise.........................
          3008.01  Expiration of Option.......................
          3009.01  Months Traded..............................
          3010.01  Trading Hours..............................
          3011.01  Position Limits............................
          3012.01  Margin Requirements........................
          3013.01  Last Day of Trading........................
          3014.01  Option Premium Fluctuation Limits..........



================================================================================
Chapter 30
Corn Futures Options
================================================================================

Ch30 Trading Conditions

3001.00  Authority   - (See Rule 2801.00).  (10/01/94)

3001.01  Application of Regulations - Transactions in put and call options on
Corn futures contracts shall be subject to the general rules of the Association
as far as applicable and shall also be subject to the regulations contained in
this chapter which are exclusively applicable to trading in put and call options
on Corn futures contracts. (See Rule 490.00). (10/01/94)

3002.01  Nature of Corn Futures Put Options - The buyer of one (1) Corn futures
put option may exercise his option at any time prior to expiration, (subject to
Regulation 3007.01), to assume a short position in one (1) Corn futures contract
of a specified contract month at a striking price set at the time the option was
purchased. The seller of one (1) Corn futures put option incurs the obligation
of assuming a long position in one (1) Corn futures contract of a specified
contract month at a striking price set at the time the option was sold, upon
exercise by a put option buyer. (10/01/94)

3002.02  Nature of Corn Futures Call Options - The buyer of one (1) Corn futures
call option may exercise his option at any time prior to expiration, (subject to
Regulation 3007.01), to assume a long position in one (1) Corn futures contract
of a specified contract month at a striking price set at the time the option was
purchased. The seller of one (1) Corn futures call option incurs the obligation
of assuming a short position in one (1) Corn futures contract of a specified
contract month at a striking price set at the time the option was sold, upon
exercise by a call option buyer. (10/01/94)

3003.01  Trading Unit - One (1) 5,000 bushel Corn futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3004.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of five (5) cents per
bushel per Corn futures contract (i.e., 2.55, 2.60, 2.65, etc.), in integral
multiples of ten (10) cents per bushel per Corn futures contract (i.e., 2.50,
2.60, 2.70, etc.) and in integral multiples of twenty (20) cents per bushel per
Corn futures contract (i.e., 2.80, 3.00, 3.20, etc.) as follows:

1.  a.  In integral multiples of ten cents, at the commencement of trading
        for an option contract, the following strikes shall be listed: one with
        a strike closest to the previous day's settlement price of the
        underlying Corn futures contract, the next five consecutive higher and
        the next five consecutive lower strikes (the "initial band"). If the
        previous day's settlement price is midway between two strikes, the
        closest price shall be the larger of the two.

    b.  In integral multiples of twenty cents, at the commencement of trading
        for an option contract, the following strikes shall be listed: the next
        four consecutive strikes above the initial band.

    c.  In integral multiples of ten cents, over time, strikes shall be added as
        necessary to ensure that all strikes within 55 cents of the previous
        day's trading range of the underlying futures contract are listed (the
        "minimum band").

    d.  In integral multiples of twenty cents, over time, strikes shall be added
        as necessary to ensure that the next four consecutive strikes above the
        minimum band are listed.

    e.  No new strikes may be added by these procedures in the month in which an
        option expires.

2.  a.  In integral multiples of five cents, at the commencement of trading
        for options that are traded in months in which Corn futures are not
        traded, and for standard option months, the business day they become the
        second deferred month, the following strike prices shall be listed:  one
        with a strike closest to the previous day's settlement price of the
        underlying Corn futures contract and the next five consecutive higher
        and the next five consecutive lower strikes.  For example, five-cent
        strike price intervals for the September 2000 contract month would be
        added on June 26, which is the business day after the expiration of the
        July



                            Ch30 Trading Conditions
                            -----------------------


        contract month.


    b.  Over time, new-five cent strike prices will be added to ensure that at
        least five strike prices exist above and below the previous day's
        trading range in the underlying futures.

3.  a.  In integral multiples of twenty cents, all strikes in which the previous
        day's delta factors (as determined by the Board of Trade) for both the
        put and call options are 0.10 or greater for two consecutive business
        days will be listed for trading. However, no new strikes may be added by
        this procedure to an option month unless open positions exist in that
        contract month.

    b.  In integral multiples of ten cents, during the month in which an option
        expires, all strikes in which the previous day's delta factors (as
        determined by the Board of Trade) for both the put and call options are
        0.10 or greater for two consecutive business days will be listed for
        trading.

4.  All strikes will be listed prior to the opening of trading on the following
    business day. The Exchange may modify the procedures for the introduction of
    strikes as it deems appropriate in order to respond to market conditions.
    (09/01/00)

3005.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3006.01  Option Premium Basis - The premium for Corn futures options shall be in
multiples of one-eighth (1/8) of one cent per bushel of a 5,000 bushel Corn
futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(10/01/94)

3007.01  Exercise of Option - The buyer of a Corn futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on expiration date:

i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

3007.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3007.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:


i)       to correct errors or mistakes made in good faith;

ii)      to take appropriate action as the result of unreconciled Exchange
         option transactions;

iii)     in exceptional cases involving a customer's inability to communicate to
         the member firm exercise instructions or the member firm's inability to
         receive such instructions prior to 6:00 p.m. on the last day of
         trading. (12/01/99)

3008.01  Expiration of Option - Unexercised Corn futures options shall expire at
10:00 a.m. on the first Saturday following the last day of trading. (10/01/94)

3009.01  Months Traded - Trading may be conducted in the nearby Corn futures
options contract



                            Ch30 Trading Conditions
                            -----------------------


month plus any succeeding months, provided however, that the Exchange may
determine not to list a contract month. For options that are traded in months in
which Corn futures are not trading underlying futures contract is the next
futures contract that is nearest to the expiration of the option. For example,
the underlying futures contract for the February option contract is the March
futures contract. (09/01/00)

3010.01  Trading Hours - The hours of trading of options on Corn futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as close of
trading of the Regular Daytime open outcry trading session for the corresponding
Corn futures contract, subject to the provisions of the second paragraph of Rule
1007.00. On the last day of trading in an expiring option, the expiring Corn
futures options shall be closed with a public call made striking price by
striking price, conducted by such persons as the Regulatory Compliance Committee
shall direct. On all other days, Corn futures options shall be opened and closed
for all months and striking prices simultaneously or in such a manner as the
Regulatory Compliance Committee shall direct. (03/01/00)

3011.01  Position Limits - (See Regulation 425.01) (10/01/00)

3012.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*3013.01 Last Day of Trading - No trades in Corn futures options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Corn futures contract on the
last Friday which precedes by at least two [five] business days, the last
business day of the month preceding the option month. If such Friday is not a
business day, the last day of trading shall be the business day prior to such
Friday. (03/01/00)

* Additions underlined; deletions bracketed for contracts from May 2001 forward

3014.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Corn futures option at a premium of
more than the trading limit for the Corn futures contract above and below the
previous day's settlement premium for that option as determined by the Clearing
Corporation. On the first day of trading, limits shall be set from the lowest
premium of the opening range. (10/01/94)



================================================================================
Chapter 31
Wheat Futures Options
================================================================================

     Ch31 Trading Conditions.................................
          3101.00  Authority.................................
          3101.01  Application of Regulations................
          3102.01  Nature of Wheat Futures Put Options.......
          3102.02  Nature of Wheat Futures Call Options......
          3103.01  Trading Unit..............................
          3104.01  Striking Prices...........................
          3105.01  Payment of Option Premium.................
          3106.01  Option Premium Basis......................
          3107.01  Exercise of Option........................
          3107.02  Automatic Exercise........................
          3108.01  Expiration of Option......................
          3109.01  Months Traded.............................
          3110.01  Trading Hours.............................
          3111.01  Position Limits...........................
          3112.01  Margin Requirements.......................
          3113.01  Last Day of Trading.......................
          3114.01  Option Premium Fluctuation Limits.........




================================================================================
Chapter 31
Wheat Futures Options
================================================================================

Ch31 Trading Conditions

3101.00  Authority   - (See Rule 2801.00).  (10/01/94)

3101.01  Application of Regulations - Transactions in put and call options on
Wheat futures contracts shall be subject to the general rules of the Association
as far as applicable and shall also be subject to the regulations contained in
this chapter which are exclusively applicable to trading in put and call options
on Wheat futures contracts. (See Rule 490.00). (10/01/94)

3102.01  Nature of Wheat Futures Put Options - The buyer of one (1) Wheat
futures put option may exercise his option at any time prior to expiration,
(subject to Regulation 3107.01), to assume a short position in one (1) Wheat
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Wheat futures put option
incurs the obligation of assuming a long position in one (1) Wheat futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a put option buyer. (10/01/94)

3102.02  Nature of Wheat Futures Call Options - The buyer of one (1) Wheat
futures call option may exercise his option at any time prior to expiration,
(subject to Regulation 3107.01), to assume a long position in one (1) Wheat
futures contract of a specified contract month at a striking price set at the
time the option was purchased. The seller of one (1) Wheat futures call option
incurs the obligation of assuming a short position in one (1) Wheat futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (10/01/94)

3103.01  Trading Unit - One (1) 5,000 bushel Wheat futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3104.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of five (5) cents per
bushel per Wheat futures contract (i.e. 3.70, 3.75, 3.80, etc.), in integral
multiples of ten (10) cents per bushel per Wheat futures contract (i.e., 3.70,
3.80, 3.90, etc.) and in integral multiples of twenty (20) cents per bushel per
Wheat futures contract (i.e., 4.00, 4.20, 4.40, etc.) as follows:

1.   a.  In integral multiples of ten cents, at the commencement of trading for
         an option contract, the following strikes shall be listed: one with a
         strike closest to the previous day's settlement price of the underlying
         Wheat futures contract, the next five consecutive higher and the next
         five consecutive lower strikes (the "initial band"). If the previous
         day's settlement price is midway between two strikes, the closest price
         shall be the larger of the two.

     b.  In integral multiples of twenty cents, at the commencement of trading
         for an option contract, the following strikes shall be listed: the next
         four consecutive strikes above the initial band.

     c.  In integral multiples of ten cents, over time, strikes shall be added
         as necessary to ensure that all strikes within 55 cents of the previous
         day's trading range of the underlying futures contract are listed (the
         "minimum band").

     d.  In integral multiples of twenty cents, over time, strikes shall be
         added as necessary to ensure that the next four consecutive strikes
         above the minimum band are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  In integral multiples of five cents, at the commencement of trading for
         options that are traded in months in which Wheat futures are not
         traded, and for standard option months, the business day they become
         the second deferred month, the following strike prices shall be listed:
         one with a strike closest to the previous day's settlement price of the
         underlying Wheat futures contract and the next five consecutive higher
         and the next five consecutive lower strikes. For example, five-cent
         strike price intervals for the September 2000 contract month would be
         added on June 26, which is the business day after the expiration of the
         July



                            Ch31 Trading Conditions
                            -----------------------


         contract month.


     b.  Over time, new five-cent strike prices will be added to ensure that at
         least five strike prices exist above and below the previous day's
         trading range in the underlying futures.

3.   a.  In integral multiples of twenty cents, all strikes in which the
         previous day's delta factors (as determined by the Board of Trade) for
         both the put and call options are 0.10 or greater for two consecutive
         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  In integral multiples of ten cents, during the month in which an option
         expires, all strikes in which the previous day's delta factors (as
         determined by the Board of Trade) for both the put and call options are
         0.10 or greater for two consecutive business days will be listed for
         trading.

4.   All strikes will be listed prior to the opening of trading on the following
     business day. The Exchange may modify the procedures for the introduction
     of strikes as it deems appropriate in order to respond to market
     conditions. (09/01/00)

3105.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3106.01  Option Premium Basis - The premium for Wheat futures options shall be
in multiples of one-eighth (1/8) of one cent per bushel of a 5,000 bushel Wheat
futures contract which shall equal $6.25 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(10/01/94)

3107.01  Exercise of Option - The buyer of a Wheat futures option may exercise
the option on any business day prior to expiration by giving notice of exercise
to the Clearing Corporation by 6:00 p.m., or by such other time designated by
the Board of Directors, on such day. Notwithstanding the foregoing, the buyer
may exercise the option prior to 10:00 a.m. on expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3107.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3107.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3108.01  Expiration of Option - Unexercised Wheat futures options shall expire
at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

3109.01  Months Traded - Trading may be conducted in the nearby Wheat futures
options



                            Ch31 Trading Conditions
                            -----------------------


contract month plus any succeeding months, provided however, that the Exchange
may determine not to list a contract month. For options that are traded in
months in which Wheat futures are not traded, the underlying futures contract is
the next futures contract that is nearest to the expiration of the option. For
example, the underlying futures contract for the February option contract is the
March futures contract. (09/01/00)

3110.01  Trading Hours - The hours of trading of options on Wheat futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Wheat futures contract, subject to the provisions of the second
paragraph of Rule 1007.00. On the last day of trading in an expiring option, the
expiring Wheat futures options shall be closed with a public call made striking
price by striking price, conducted by such persons as the Regulatory Compliance
Committee shall direct. On all other days, Wheat futures options shall be opened
and closed for all months and striking prices simultaneously or in such a manner
as the Regulatory Compliance Committee shall direct. (03/01/00)

3111.01  Position Limits - (See Regulation 425.01) (10/01/00)

3112.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*3113.01 Last Day of Trading - No trades in Wheat futures options expiring in
the current month shall be made after the close of trading of the Regular
Daytime open outcry trading session for the corresponding Wheat futures contract
on the last Friday which precedes by at least two [five] business days, the last
business day of the month preceding the option month. If such Friday is not a
business day, the last day of trading shall be the business day prior to such
Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from May 2001 forward.

3114.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Wheat futures option at a premium of
more than the trading limit for the Wheat futures contract above and below the
previous day's settlement premium for that option as determined by the Clearing
Corporation. On the first day of trading, limits shall be set from the lowest
premium of the opening range. (10/01/94)




================================================================================
Chapter 32
Soybean Oil Futures Options
================================================================================

     Ch32 Trading Conditions...................................
          3201.00  Authority...................................
          3201.01  Application of Regulations..................
          3202.01  Nature of Soybean Oil Futures Put Options...
          3202.02  Nature of Soybean Oil Futures Call Options..
          3203.01  Trading Unit................................
          3204.01  Striking Prices.............................
          3205.01  Payment of Option Premium...................
          3206.01  Option Premium Basis........................
          3207.01  Exercise of Option..........................
          3207.02  Automatic Exercise..........................
          3208.01  Expiration of Option........................
          3209.01  Months Traded...............................
          3210.01  Trading Hours...............................
          3211.01  Position Limits and Reportable Positions....
          3212.01  Margin Requirements.........................
          3213.01  Last Day of Trading.........................
          3214.01  Option Premium Fluctuation Limits...........



================================================================================
Chapter 32
Soybean Oil Futures Options
================================================================================

Ch32 Trading Conditions

3201.00  Authority - (See Rule 2801.00). (10/01/94)

3201.01  Application of Regulations - Transactions in put and call options on
Soybean Oil futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Soybean Oil futures contracts. (See Rule 490.00). (10/01/94)

3202.01  Nature of Soybean Oil Futures Put Options - The buyer of one (1)
Soybean Oil futures put option may exercise his option at any time prior to
expiration, (subject to Regulation 3207.01), to assume a short position in one
(1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Oil futures put option incurs the obligation of assuming a long position in one
(1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a put option buyer.
(10/01/94)

3202.02  Nature of Soybean Oil Futures Call Options - The buyer of one (1)
Soybean Oil futures call option may exercise his option at any time prior to
expiration, (subject to Regulation 3207.01), to assume a long position in one
(1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Oil futures call option incurs the obligation of assuming a short position in
one (1) Soybean Oil futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a call option buyer.
(10/01/94)

3203.01  Trading Unit - One (1) 60,000 pound Soybean Oil futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3204.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of one-half cent per
pound per Soybean Oil futures contract (i.e., .210, .215, .220, etc.) for all
strikes less than thirty cents and in integral multiples of one cent per pound
per Soybean Oil futures contract (i.e., .300, .310, .320, etc.) for all strikes
greater than or equal to thirty cents (the "first tier"); and in integral
multiples of one cent per pound per Soybean Oil futures contract (i.e., .210,
 .220, .230, etc.) for all strikes less than thirty cents and in integral
multiples of two cents per pound per Soybean Oil futures contract (i.e., .320,
 .340, .360, etc.) for all strikes greater than or equal to thirty cents (the
"second tier") as follows:

1.   a.  Per the first tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: one with a strike
         closest to the previous day's settlement price of the underlying
         Soybean Oil futures contract and a consecutive series within 5.5 cents
         above and below that strike (the "initial band"). If the previous day's
         settlement price is midway between two strikes, the closest price shall
         be the larger of the two.

     b.  Per the second tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: the next four
         consecutive strikes above the initial band.

     c.  Per the first tier, over time, strikes shall be added as necessary to
         insure that all strikes within 5.5 cents of the previous day's trading
         range of the underlying futures contract are listed (the "minimum
         band").

     d.  Per the second tier, over time, strikes shall be added as necessary to
         insure that the next four consecutive strikes above the minimum band
         are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  Per the second tier, all strikes in which the previous day's delta
         factors (as determined by the Board of Trade) for both the put and call
         options are 0.10 or greater for two consecutive



                            Ch32 Trading Conditions
                            -----------------------


         business days will be listed for trading. However, no new strikes may
         be added by this procedure to an option month unless open positions
         exist in that contract month.

     b.  Per the first tier, during the month in which an option expires, all
         strikes in which the previous day's delta factors (as determined by the
         Board of Trade) for both the put and call options are 0.10 or greater
         for two consecutive business days will be listed for trading.

3.   All strikes will be listed prior to the opening of trading on the following
     business day. The Exchange may modify the procedures for the introduction
     of strikes as it deems appropriate in order to respond to market
     conditions. (07/01/95)

3205.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3206.01  Option Premium Basis - The premium for Soybean Oil futures options
shall be in multiples of five thousandths (5/1000) of one cent per pound of a
60,000 pound Soybean Oil futures contract which shall equal $3.00 per contract.

However, when both sides of the trade are closing transactions, the option
premium may be equal to $1.00 or $2.00 per option contract. (10/01/94)

3207.01  Exercise of Option - The buyer of a Soybean Oil futures option may
exercise the option on any business day prior to expiration by giving notice of
exercise to the Clearing Corporation by 6:00 p.m., or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on expiration
date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3207.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3207.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3208.01  Expiration of Option - Unexercised Soybean Oil futures options shall
expire at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

3209.01  Months Traded - Trading may be conducted in the nearby Soybean Oil
futures options contract month plus any succeeding months, provided however,
that the Exchange may determine not to list a contract month. For options that
are traded in months in which Soybean Oil futures are not traded, the underlying
futures contract is the next futures contract that is nearest to the expiration
of the option. For example, the underlying futures contract for the February
option contract is the March futures contract. (09/01/00)

3210.01  Trading Hours - The hours of trading of options on Soybean Oil futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Soybean Oil futures contract, subject to the provisions of the
second paragraph



                            Ch32 Trading Conditions
                            -----------------------


of Rule 1007.00. On the last day of trading in an expiring option, the expiring
Soybean Oil futures options shall be closed with a public call made striking
price by striking price, conducted by such persons as the Regulatory Compliance
Committee shall direct. On all other days, Soybean Oil futures options shall be
opened and closed for all months and striking prices simultaneously or in such a
manner as the Regulatory Compliance Committee shall direct. (03/01/00)

3211.01  Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

3212.01  Margin Requirements - (See Regulation 431.05) (10/01/94)

*3213.01 Last Day of Trading - No trades in Soybean Oil futures options expiring
in the current month shall be made after the close of trading of the Regular
Daytime open outcry trading session for the corresponding Soybean Oil futures
contract on the last Friday which precedes by at least two [five] business days,
the last business day of the month preceding the option month. If such Friday is
not a business day, the last day of trading shall be the business day prior to
such Friday. (03/01/00)

*Additions underlined, deletions bracketed from May 2001 forward.

3214.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Soybean Oil futures option at a
premium of more than the trading limit for the Soybean Oil futures contract
above and below the previous day's settlement premium for that option as
determined by the Clearing Corporation. On the first day of trading, limits
shall be set from the lowest premium of the opening range. (10/01/94)



================================================================================
Chapter 33
Soybean Meal Futures Options
================================================================================

     Ch33 Trading Conditions......................................
          3301.00  Authority......................................
          3301.01  Application of Regulations.....................
          3302.01  Nature of Soybean Meal Futures Put Options.....
          3302.02  Nature of Soybean Meal Futures Call Options....
          3303.01  Trading Unit...................................
          3304.01  Striking Prices................................
          3305.01  Payment of Option Premium......................
          3306.01  Option Premium Basis...........................
          3307.01  Exercise of Option.............................
          3307.02  Automatic Exercise.............................
          3308.01  Expiration of Option...........................
          3309.01  Months Traded..................................
          3310.01  Trading Hours..................................
          3311.01  Position Limits and Reportable Positions.......
          3312.01  Margin Requirements............................
          3313.01  Last Day of Trading............................
          3314.01  Option Premium Fluctuation Limits..............



================================================================================
Chapter 33
Soybean Meal Futures Options
================================================================================

Ch33 Trading Conditions

3301.00  Authority - (See Rule 2801.00). (10/01/94)

3301.01  Application of Regulations - Transactions in put and call options on
Soybean Meal futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Soybean Meal futures contracts. (See Rule 490.00). (10/01/94)

3302.01   Nature of Soybean Meal Futures Put Options - The buyer of one (1)
Soybean Meal futures put option may exercise his option at any time prior to
expiration, (subject to Regulation 3307.01), to assume a short position in one
(1) Soybean Meal futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Meal futures put option incurs the obligation of assuming a long position in one
(1) Soybean Meal futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a put option buyer.
(10/01/94)

3302.02   Nature of Soybean Meal Futures Call Options - The buyer of one (1)
Soybean Meal futures call option may exercise his option at any time prior to
expiration, (subject to Regulation 3307.01), to assume a long position in one
(1) Soybean Meal futures contract of a specified contract month at a striking
price set at the time the option was purchased. The seller of one (1) Soybean
Meal futures call option incurs the obligation of assuming a short position in
one (1) Soybean Meal futures contract of a specified contract month at a
striking price set at the time the option was sold, upon exercise by a call
option buyer. (10/01/94)

3303.01  Trading Unit - One (1)100 ton Soybean Meal futures contract of a
specified contract month on the Chicago Board of Trade. (10/01/94)

3304.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of five (5) dollars
per ton per Soybean Meal futures contract (i.e., 185, 190, 195, etc.) for all
strikes less than two hundred dollars and in integral multiples of ten (10)
dollars per ton per Soybean Meal futures contract (i.e., 200, 210, 220, etc.)
for all strikes greater than or equal to two hundred dollars (the "first tier");
and in integral multiples of ten (10) dollars per ton per Soybean Meal futures
contract (i.e., 200, 210, 220, etc.) for all strikes less than two hundred
dollars and in integral multiples of twenty (20) dollars per ton per Soybean
Meal futures contract (i.e., 200, 220, 240, etc.) for all strikes greater than
or equal to two hundred dollars (the "second tier") as follows:

1.   a.  Per the first tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: one with a strike
         closest to the previous day's settlement price of the underlying
         Soybean Meal futures contract, the next ten consecutive higher strikes
         and the next ten consecutive lower strikes (the "initial band"). If the
         previous day's settlement price is midway between two strikes, the
         closest price shall be the larger of the two.

     b.  Per the second tier, at the commencement of trading for an option
         contract, the following strikes shall be listed: the next four
         consecutive strikes above the initial band.



                            Ch33 Trading Conditions
                            -----------------------


     c.  Per the first tier, over time, strikes shall be added as necessary to
         insure that at least ten strikes above and below the previous day's
         trading range of the underlying futures are listed (the "minimum
         band").

     d.  Per the second tier, over time, strikes shall be added as necessary to
         insure that the next four consecutive strikes above the minimum band
         are listed.

     e.  No new strikes may be added by these procedures in the month in which
         an option expires.

2.   a.  Per the second tier, all strikes in which the previous day's delta
         factors (as determined by the Board of Trade) for both the put and call
         options are 0.10 or greater for two consecutive business days will be
         listed for trading. However, no new strikes may be added by this
         procedure to an option month unless open positions exist in that
         contract month.

     b.  Per the first tier, during the month in which an option expires, all
         strikes in which the previous day's delta factors (as determined by the
         Board of Trade) for both the put and call options are 0.10 or greater
         for two consecutive business days will be listed for trading.

3.  All strikes will be listed prior to the opening of trading on the following
    business day. The Exchange may modify the procedures for the introduction of
    strikes as it deems appropriate in order to respond to market conditions.
    (03/01/99)

3305.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

3306.01  Option Premium Basis - The premium for Soybean Meal futures options
shall be in multiples of five (5) cents per ton of a 100 ton Soybean Meal
futures contract which shall equal $5.00 per contract.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $4.00 in $1.00 increments per option contract.
(10/01/94)

3307.01  Exercise of Option - The buyer of a Soybean Meal futures option may
exercise the option on any business day prior to expiration by giving notice of
exercise to the Clearing Corporation by 6:00 p.m., or at such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. on the
expiration date:

i)   to correct errors or mistakes made in good faith;

ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to
     the member firm exercise instructions or the member firm's inability to
     receive such instructions prior to 6:00 p.m. on the last day of trading.
     (12/01/99)

3307.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3307.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or at such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)   to correct errors or mistakes made in good faith;


ii)  to take appropriate action as the result of unreconciled Exchange option
     transactions;

iii) in exceptional cases involving a customer's inability to communicate to the
     member firm exercise instructions or the member firm's inability to receive
     such instructions prior to 6:00 p.m. on the last day of trading. (12/01/99)

3308.01  Expiration of Option - Unexercised Soybean Meal futures options shall
expire at 10:00 a.m. on the first Saturday following the last day of trading.
(10/01/94)

3309.01  Months Traded - Trading may be conducted in the nearby Soybean Meal
futures options contract month plus any succeeding months, provided however,
that the Exchange may determine not to list a contract month. For options that
are traded in months in which Soybean Meal futures are not traded, the
underlying futures contract is the next futures contract that is nearest to the
expiration of the option. For example, the underlying futures contract for the
February option contract is the March futures contract. (09/01/00)

3310.01  Trading Hours - The hours of trading of options on Soybean Meal futures
contracts shall be determined by the Board. On the last day of trading in an
expiring option, the closing time for such options shall be the same as the
close of trading of the Regular Daytime open outcry trading session for the
corresponding Soybean Meal futures contract, subject to the provisions of the
second paragraph of Rule 1007.00. On the last day of trading in an expiring
option, the expiring Soybean Meal futures options shall be closed with a public
call made striking price by striking price, conducted by such persons as the
Regulatory Compliance Committee shall direct. On all other days, Soybean Meal
futures options shall be opened and closed for all months and striking prices
simultaneously or in such a manner as the Regulatory Compliance Committee shall
direct. (03/01/00)

3311.01  Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

3312.01  Margin Requirements - (See Regulation 431.03) (10/01/94)

*3313.01 Last Day of Trading - No trades in Soybean Meal futures options
expiring in the current month shall be made after the close of trading of the
Regular Daytime open outcry trading session for the corresponding Soybean Meal
futures contract on the last Friday which precedes by at least two [five]
business days, the last business day of the month preceding the option month. If
such Friday is not a business day, the last day of trading shall be the business
day prior to such Friday. (03/01/00)

* Additions underlined, deletions bracketed for contracts from May 2001 forward.

3314.01  Option Premium Fluctuation Limits - Trading is prohibited during any
day except for the last day of trading in a Soybean Meal futures option at a
premium of more than the trading limit for the Soybean Meal futures contract
above and below the previous day's settlement premium for that option as
determined by the Clearing Corporation. On the first day of trading, limits
shall be set from the lowest premium of the opening range. (10/01/94)





===============================================================================================================
Chapter 35A (Standard Options)
Medium Term U.S. Treasury Note Futures Options
===============================================================================================================
                                                                                                        
         Ch35A Trading Conditions..........................................................................3502A
                A3501.00     Authority.....................................................................3502A
                A3501.01     Application of Regulations....................................................3502A
                A3502.01     Nature of Medium Term U.S. Treasury Note Futures Put Options..................3502A
                A3502.02     Nature of Medium Term U.S. Treasury Note Futures Call Options.................3502A
                A3503.01     Trading Unit..................................................................3502A
                A3504.01     Striking Prices...............................................................3502A
                A3505.01     Payment of Option Premium.....................................................3503A
                A3506.01     Option Premium Basis..........................................................3503A
                A3507.01     Exercise of Option............................................................3503A
                A3507.02     Automatic Exercise............................................................3503A
                A3508.01     Expiration of Option..........................................................3503A
                A3509.01     Months Traded In..............................................................3503A
                A3510.01     Trading Hours.................................................................3503A
                A3511.01     Position Limits and Reportable Positions......................................3504A
                A3512.01     Margin Requirements...........................................................3504A
                A3513.01     Last Day of Trading...........................................................3504A


                                     3501A


================================================================================
Chapter 35A (Standard Options)
Medium Term U.S. Treasury Note Futures Options
================================================================================

Ch35A Trading Conditions

A3501.00  Authority - (See Rule 2801.00.)  (10/01/94)

A3501.01  Application of Regulations - Transactions in put and call options on
Medium Term U.S. Treasury Note futures contracts shall be subject to the general
rules of the Association as far as applicable and shall also be subject to the
regulations contained in this Chapter which are exclusively applicable to
trading in put and call options on Medium Term U.S. Treasury Note futures
contracts. (See Rule 490.00.) (09/01/00)

A3502.01  Nature of Medium Term U.S. Treasury Note Futures Put Options - The
buyer of one (1) Medium Term U.S. Treasury Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation 3507.01), to
assume a short position in one (1) Medium Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Medium Term U.S. Treasury Note
futures put option incurs the obligation of assuming a long position in one (1)
Medium Term U.S. Treasury Note futures contract of a specified contract month at
a striking price set at the time the option was sold, upon exercise by a put
option buyer. (10/01/94)

A3502.02  Nature of Medium Term U.S. Treasury Note Futures Call Options - The
buyer of one (1) Medium Term U.S. Treasury Note futures call option may exercise
his option at any time prior to expiration (subject to Regulation 3507.01), to
assume a long position in one (1) Medium Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Medium Term U.S. Treasury Note
futures call option incurs the obligation of assuming a short position in one
(1) Medium Term U.S. Treasury Note futures call option incurs the obligation of
assuming a short position in one (1) Medium Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (10/01/94)

A3503.01  Trading Unit - One (1) Medium Term U.S. Treasury Note futures contract
of a specified contract month on the Chicago Board of Trade. (10/01/94)

A3504.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one-half (1/2) point per Medium
Term U.S. Treasury Note futures contract. At the commencement of trading for
such option contracts, the following strike prices shall be listed: one with a
striking price closest to the previous day's settlement price on the underlying
Medium Term U.S. Treasury Note futures contract, the next twelve consecutive
higher and the next twelve consecutive lower striking prices closest to the
previous day's settlement price; and all strike prices listed for all other
option contract months listed at that time. If the previous day's settlement
price is midway between two striking prices, the closest price shall be the
larger of the two. When a sale in the underlying Medium Term U.S. Treasury Note
futures contract occurs at a price greater than or equal to the twelfth largest
striking price, a new striking price one increment higher than the existing
striking prices will be added. When a sale in the underlying Medium Term U.S.
Treasury Note futures contract occurs at a price less than or equal to the
twelfth smallest striking price, a new striking price one increment lower than
the existing striking prices will be added. When a new strike price is added for
an option contract month, the same strike price will be added to all options
contract months for which that strike price is not already listed. All new
strike prices will be added prior to the opening of trading on the following
business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (10/01/94)

A3505.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

                                     3502A


                           Ch35A Trading Conditions
                           ------------------------

A3506.01  Option Premium Basis - The premium for Medium Term U.S. Treasury Note
futures options shall be in multiples of one sixty-fourth (1/64) of one point
($1,000) of a Medium Term U. S. Treasury Note futures contract which shall equal
$15.63 per 1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (i.e.-10.0%, 10.1%, 10.2%, etc.) (10/01/94)

A3507.01  Exercise of Option - The buyer of a Medium Term U.S. Treasury Note
futures option may exercise the option on any business day prior to expiration
by giving notice of exercise to the Clearing Corporation by 6:00 p.m., or by
such other time designated by the Board of Directors, on such day.
Notwithstanding the foregoing, the buyer may exercise the option prior to 10:00
a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3507.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3507.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3508.01  Expiration of Option - Unexercised Medium Term U.S. Treasury Note
futures options shall expire at 10:00 a.m. on the first Saturday following the
last day of trading. (10/01/94)

A3509.01  Months Traded In - Trading may be conducted in Medium Term U.S.
Treasury Note futures options for a thirty-six month period extending from the
nearby contract month, provided however, that the Exchange may determine not to
list a contract month. Both serial and quarterly options may be listed to expire
into either front-month or deferred futures as determined by the Board.
(06/01/99)

A3510.01  Trading Hours - The hours of trading of options on Medium Term U.S.
Treasury Note futures contracts shall be determined by the Board. On the last
day of trading in an expiring option, the closing time for such options shall be
the same as the close of trading of the Regular Daytime open outcry trading
session for the corresponding Medium Term U.S. Treasury Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Medium Term
U.S. Treasury Note futures options shall be opened and closed for all months and
strike prices simultaneously or in such a manner as the Regulatory Compliance
Committee shall direct. (04/01/00)

A3511.01  Position Limits and Reportable Positions - (See Regulation 425.01.)
(10/01/00)

A3512.01  Margin Requirements - (See Regulation 431.05.) (10/01/94)

*A3513.01 Last Day of Trading - No trades in Medium Term U.S. Treasury Note
futures put and call options expiring in the current month shall be made after
the close of trading of the Regular Daytime open outcry trading session for the
corresponding U.S. Treasury Bond futures contract on the last Friday which
precedes by at least two [five] business days, the last business day of the
                     ---
month

                                     3503A


                           Ch35A Trading Conditions
                           ------------------------

preceding the option month. If such Friday is not a business day, or there
is a Friday which is not a business day which precedes by one [four] business
day[s] the last business day of the month preceding the option month, the last
day of trading will be the business day prior to such Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from June 2001 forward.

                                     3504A




================================================================================================================
Chapter 35B (Flexible Options)
Medium Term Treasury Note Flexible Options
----------------------------------------------------------------------------------------------------------------
================================================================================================================
                                                                                                        
         Ch35B Trading Conditions..........................................................................3506B
                B3502.03     Nature of Flexible Options....................................................3506B
                B3503.01     Trading Unit..................................................................3506B
                B3504.01     Strike Prices.................................................................3506B
                B3507.01     Exercise of Flexible Options..................................................3506B
                B3507.02     Automatic Exercise............................................................3506B
                B3508.01     Expiration Date...............................................................3507B
                B3509.01     Months Traded In..............................................................3507B
                B3513.01     Last Day of Trading...........................................................3507B
                B3516.01     Underlying Futures Contract for Flexible Options..............................3507B
                B3517.01     Initiating a Flexible Option Contract Series..................................3507B
                B3519.01     RFQ Trading Interval..........................................................3507B
                B3520.01     Expiration of an RFQ..........................................................3507B
                B3521.01     Reporting of Flexible Option Trades...........................................3507B


                                     3505B


================================================================================
Chapter 35B (Flexible Options)
Medium Term Treasury Note Flexible Options
--------------------------------------------------------------------------------
================================================================================

        Note:  The following Flexible option regulations with the exception
               noted in the second paragraph of Regulation 3502.03 supersede the
               corresponding standard regulations presented in Part A of this
               chapter. Regulations 3501.00, 3501.01, 3502.01, 3502.02, 3501.01,
               3506.01, 3510.01, 3511.01, 3512.01, and 3514.01 remain in effect
               for both standard and Flexible options.

Ch35B Trading Conditions

B3502.03  Nature of Flexible Options - Flexible options on Medium Term Treasury
Note futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on Medium Term Treasury Note futures shall also be
permitted in puts and calls which have the same underlying futures contract,
same strike price, same exercise style, and same last day of trading as standard
options that are not at the time listed for trading in the standard options pit
or on e-cbot. All Flexible Option regulations except 3507.01, 3507.02, 3508.01
and 3513.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or
option/futures spread involving puts, calls or futures. (09/01/00)

B3503.01  Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B3504.01  Strike Prices - Strike prices for flexible options must be specified
in points and 64th's of points per Medium Term Treasury Note futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
64th point increments relative to the underlying futures contract. Strike prices
cannot be outside the range of the currently listed strike prices for standard
options. (06/01/95)

B3507.01  Exercise of Flexible Options - Notification of the intent to exercise
a flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B3507.02  Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

*B3508.01 Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month

                                     3506B


preceding the underlying future contract month. Flexible options expire at 4:30
p.m. on the last trading day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B3509.01  Months Traded In - Trading may be conducted in flexible options in any
month through the most distant underlying futures contract in which a trade has
occurred. (10/01/94)

B3513.01  Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3502.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B3515.01  Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B3516.01  Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B3517.01  Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series.

If so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 3519.01) will exist.
(02/01/01)

B3519.01  RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the priority period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B3520.01  Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (02/01/01)

B3521.01  Reporting of Flexible Option Trades - It shall be the responsibility
of the participants in a flexible option trade to report the quantities and
prices to the flexible pit reporter in a timely manner, including any later
trades in open flexible contract term series. (10/01/94)

*       The effect of the second paragraph of Regulation 3502.03 is to permit
        trading in standard option under certain Flexible trading procedures
        prior to the listing of such options in the standard options pit or on
        e-cbot. Once and if these options are listed for trading in the standard
        options pit or on e-cbot, they will be traded only in the standard
        options pit or on e-cbot, they will be traded only in the standard
        options pit or e-cbot subject to standard options trading requirements.
        Upon such listing, all existing open positions established under
        Flexible trading procedures shall be fully fungible with transactions in
        the respective standard option series for all purposes under these
        regulations.

                                     3507B




================================================================================================================
Chapter 36A (Standard Options)
Short Term U.S. Treasury Note Futures Options
----------------------------------------------------------------------------------------------------------------
================================================================================================================
                                                                                                        
         Ch36A Trading Conditions..........................................................................3602A
                A3601.00     Authority.....................................................................3602A
                A3601.01     Application of Regulations....................................................3602A
                A3602.01     Nature of Short Term U.S. Treasury Note Futures Put Options...................3602A
                A3602.02     Nature of Short Term U.S. Treasury Note Futures Call Options..................3602A
                A3603.01     Trading Unit..................................................................3602A
                A3604.01     Striking Prices...............................................................3602A
                A3605.01     Payment of Option Premium.....................................................3603A
                A3606.01     Option Premium Basis..........................................................3603A
                A3607.01     Exercise of Option............................................................3603A
                A3607.02     Automatic Exercise............................................................3603A
                A3608.01     Expiration of Option..........................................................3603A
                A3609.01     Months Traded In..............................................................3603A
                A3610.01     Trading Hours.................................................................3603A
                A3611.01     Position Limits and Reportable Positions......................................3604A
                A3612.01     Margin Requirements...........................................................3604A
                A3613.01     Last Day of Trading...........................................................3604A


                                     3601A


===============================================================================
Chapter 36A (Standard Options)
Short Term U.S. Treasury Note Futures Options
-------------------------------------------------------------------------------
===============================================================================

Ch36A Trading Conditions

A3601.00  Authority - (See Rule 2801.00.)  (10/01/94)

A3601.01  Application of Regulations - Transactions in put and call options on
Short Term U.S. Treasury Note futures contracts shall be subject to the general
rules of the Association as far as applicable and shall also be subject to the
regulations contained in this chapter which are exclusively applicable to
trading in put and call options on Short Term U.S. Treasury Note futures
contracts. (See Rule 490.00.) (09/01/00)

A3602.01  Nature of Short Term U.S. Treasury Note Futures Put Options - The
buyer of one (1) Short Term U.S. Treasury Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation 3607.01), to
assume a short position in one (1) Short Term U.S. Treasury Note futures
contract of a specified contract month at a striking price set at the time the
option was purchased. The seller of one (1) Short Term U.S. Treasury Note
futures put option incurs the obligation of assuming a long position in one (1)
Short Term U.S. Treasury Note futures contract of a specified contract month at
a striking price set at the time the option was sold, upon exercise by a put
option buyer. (10/01/94)

A3602.02  Nature of Short Term U.S. Treasury Note Futures Call Options - The
buyer of one (1) Short Term U.S. Treasury Note futures call option may exercise
his option at any time prior to expiration (subject to Regulation 3607.01), to
assume a long position in one (1) Short Term U.S. Treasury Note futures contract
of a specified contract month at a striking price set at the time the option was
purchased. The seller of one (1) Short Term U.S. Treasury Note futures call
option incurs the obligation of assuming a short position in one (1) Short Term
U.S. Treasury Note futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a call option buyer.
(10/01/94)

A3603.01  Trading Unit - One (1) $200,000 face value Short Term U.S. Treasury
Note futures contract at a specified contract month on the Chicago Board of
Trade. (10/01/94)

A3604.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one-quarter (1/4) point per Short
Term U.S. Treasury Note futures contract. At the commencement of trading for
such option contracts, the following strike prices shall be listed: one with a
striking price closest to the previous day's settlement price on the underlying
Short Term U.S. Treasury Note futures contract, the next six consecutive higher
and the next six consecutive lower striking prices closest to the previous day's
settlement price; and all strike prices listed for all other option contract
months listed at that time. If the previous day's settlement price is midway
between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Short Term U.S. Treasury Note futures contract
occurs at a price greater than or equal to the sixth largest striking price, a
new striking price one increment higher than the existing striking prices will
be added. When a sale in the underlying Short Term U.S. Treasury Note futures
contract occurs at a price less than or equal to the sixth smallest striking
price, a new striking price one increment lower than the existing striking
prices will be added. When a new strike price is added for an option contract
month, the same strike price will be added to all option contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (10/01/94)

A3605.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (10/01/94)

                                     3602A


A3606.01  Option Premium Basis - The premium for Short Term U.S. Treasury Note
futures options shall be in multiples of one half of one sixty-fourth (1/64) of
one point ($15.63) of a Short Term U.S. Treasury Note futures contract which
shall equal $2,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract.

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (i.e.-10.0%, 10.1%, 10.2%, etc.) (10/01/94)

A3607.01  Exercise of Option - The buyer of a Short Term U.S. Treasury Note
futures option may exercise the option on any business day prior to expiration
by giving notice of exercise to the Clearing Corporation by 6:00 p.m., or by
such other time designated by the Board of Directors, on such day.
Notwithstanding the foregoing, the buyer may exercise the option prior to 10:00
a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3607.02  Automatic Exercise - Notwithstanding the provisions of Regulation
3607.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m., or by such other time designated by the Board of Directors, on the
last day of trading, except that such notice may be given to the Clearing
Corporation prior to 10:00 a.m. on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions;

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

A3608.01  Expiration of Option - Unexercised Short Term U.S. Treasury Note
futures options shall expire at 10:00 a.m. on the first Saturday following the
last day of trading. (10/01/94)

A3609.01  Months Traded In - Trading may be conducted in Short Term U.S.
Treasury Note futures options for a forty-two month period extending from the
nearby contract month, provided however, that the Exchange may determine not to
list a contract month. Both serial and quarterly options may be listed to expire
into either front-month or deferred futures as determined by the Board.
(06/01/99)

A3610.01  Trading Hours - The hours of trading of options on Short Term U.S.
Treasury Note futures contracts shall be determined by the Board. On the last
day of trading in an expiring option, the closing time for such options shall be
the same as the close of trading of the Regular Daytime open outcry trading
session for the corresponding Short Term U.S. Treasury Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Short Term
U.S. Treasury Note futures options shall be opened and closed for all months and
strike prices simultaneously or in such a manner as the Regulatory Compliance
Committee shall direct. (04/01/00)

A3611.01  Position Limits and Reportable Positions - (See Regulation 425.01.)
          (10/01/00)

A3612.01  Margin Requirements - (See Regulation 431.05)  (10/01/94)

*A3613.01 Last Day of Trading - No trades in Short Term U.S. Treasury Note
futures put and call options expiring in the current month shall be made after
the close of trading of the Regular Daytime open outcry trading session for the
corresponding Short Term U.S. Treasury Note futures contract on the last Friday
which precedes by at least two [five] business days, the last business day of
                           ---
the month preceding the option month. If such Friday is not a business day, or
there is a Friday which is not a

                                     3603A


                           Ch36A Trading Conditions
                           ------------------------

business day which precedes by one [four] business day[s] the last business day
                               ---
of the month preceding the option month, the last day of trading shall be the
first business day prior to such Friday. (03/01/00)

*Additions underlined, deletions bracketed for contracts from June 2001 forward.

                                     3604A


===============================================================================
Chapter 36B (Flexible Options)
Short Term Treasury Note Flexible Options
===============================================================================

                                                                                                         
         Ch36B Trading Conditions...........................................................................3606
                B3602.03     Nature of Flexible Options.....................................................3606
                B3603.01     Trading Unit...................................................................3606
                B3604.01     Strike Prices..................................................................3606
                B3607.01     Exercise of Flexible Options...................................................3606
                B3607.02     Automatic Exercise.............................................................3606
                B3608.01     Expiration Date................................................................3606
                B3609.01     Months Traded In...............................................................3607
                B3613.01     Last Day of Trading............................................................3607
                B3615.01     Exercise Style.................................................................3607
                B3616.01     Underlying Futures Contract for Flexible Options...............................3607
                B3617.01     Initiating a Flexible Option Contract Series...................................3607
                B3619.01     RFQ Trading Interval...........................................................3607
                B3620.01     Expiration of an RFQ...........................................................3607
                B3621.01     Reporting of Flexible Option Trades............................................3607



                                     3605B


===============================================================================
Chapter 36B (Flexible Options)
Short Term Treasury Note Flexible Options
===============================================================================

     Note: The following Flexible option regulations with the exception noted in
           the second paragraph of Regulation 3602.03 supersede the
           corresponding standard regulations presented in Part A of this
           chapter. Regulations 3601.00, 3601.01, 3602.01, 3602.02, 3605.01,
           3606.01, 3610.01, 3611.01, 3612.01, and 3614.01 remain in effect for
           both standard and Flexible options.

Ch36B Trading Conditions

B3602.03  Nature of Flexible Options - Flexible options on Short Term Treasury
Note futures shall be permitted in puts and calls which do not have the same
underlying futures contract, same strike price, same exercise style, and same
last day of trading as standard options.

However, Flexible Options on Short Term Treasury Note futures shall also be
permitted in puts and calls which have the same underlying futures contract,
same strike price, same exercise style, and same last day of trading as standard
options that are not at the time listed for trading in the standard options pit
or on e-cbot. All Flexible Option regulations except 3607.01, 3607.02, 3608.01
and 3613.01 will pertain for these options.*

Trading shall be permitted in any CBOT recognized option/option or
option/futures spread involving puts, calls or futures. (09/01/00)

B3603.01  Trading Unit - The minimum size for requesting a quote and/or trading
in a flexible option series is 50 contracts, where each contract represents one
of the underlying futures contracts at the Chicago Board of Trade. Parties may
request a quote and/or trade for less than 50 contracts in order to entirely
close out a position in a flexible series.

For a flexible options series, respondents to a request for quote, must be
willing to trade at least 50 contracts, with the exception that a respondent may
trade less than 50 contracts if the respondent is entirely closing out a
position in the series. (07/01/99)

B3604.01  Strike Prices - Strike prices for flexible options must be specified
in points and 64th's of points per Short Term Treasury Note futures contract.
However, for a Request for Quote (RFQ), strike prices may be specified in one
64th point increments relative to the underlying futures contract. Strike prices
cannot be outside the range of the currently listed strike prices for standard
options. (06/01/95)

B3607.01  Exercise of Flexible Options - Notification of the intent to exercise
a flexible option must be received by the Clearing Corporation by 4:10 p.m.
Chicago time, or by such other time designated by the Board of Directors. No
exceptions to the 4:10 p.m. exercise deadline, or such other deadline designated
by the Board of Directors, shall be permitted.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (12/01/99)

B3607.02  Automatic Exercise - After the close on the last day of trading, all
in-the-money flexible options will be automatically exercised unless notice to
cancel automatic exercise is given to the Clearing Corporation by 4:10 p.m., or
by such other time designated by the Board of Directors, on that day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (`12/01/99)

*B3608.01 Expiration Date - Flexible option expiration may be specified for any
Monday through Friday that is not an Exchange holiday except that expiration may
not occur following the last Friday that precedes by at least [five] two
                                                                     ---
business days the last business day of the calendar month preceding the
underlying future contract month. Flexible options expire at 4:30 p.m. on the
last trading

                                     3606B


                           Ch36B Trading Conditions
                           ------------------------

day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (04/01/00)

*Addition underlined; deletion bracketed for contracts from June 2001 forward.

B3609.01  Months Traded In - Trading may be conducted in flexible options in any
month up through the most distant underlying futures contract in which a trade
has occurred. (10/01/94)

B3613.01  Last Day of Trading - The last day of trading in a flexible option
shall be the expiration day.

However, options which meet the criteria given in the second paragraph of
Flexible Option Regulation 3602.03 will follow expiration and exercise
procedures as specified in the standard option regulations. (05/01/94)

B3615.01  Exercise Style - Flexible options may be American or European exercise
style. (10/01/94)

B3616.01  Underlying Futures Contract for Flexible Options - The underlying
futures contract for a flexible option shall be the same as the underlying
futures contract month of the nearest March quarterly cycle standard futures
option expiring on or after the expiration of the flexible option. (10/01/94)

B3617.01  Initiating a Flexible Option Contract Series - The opening of trading
in any flexible option series shall occur through the submission of an RFQ or at
such time that a trade takes place in the particular flexible option series.

If so desired, participants can submit additional RFQ's for any open series.
However, in this situation no priority period (Regulation 3619.01) will exist.
(02/01/01)

B3619.01  RFQ Trading Interval - If the submitter of the first RFQ of the day in
a flexible series requests either a bid or an offer but not both, then they
shall have up to a one minute priority period during which they shall have the
sole right to either buy or sell as specified in their RFQ. The exact length of
the priority period shall be determined by the Exchange.

If more than one RFQ is the first RFQ of the day in a flexible series, all the
RFQ's individually ask for either a bid or an offer but not both, and all the
RFQ's collectively are for the same side of the market (all bids or all offers)
then the submitters shall jointly share priority during the priority period.

Priority for RFQ's is determined by submission to the RFQ official, except that
all RFQ's submitted before the open shall be treated equally. (02/01/01)

B3620.01  Expiration of an RFQ - Trading in a given flexible option series
following an RFQ shall remain open for the remainder of the trading session.
Trading in a given flexible option series following a transaction in that series
shall remain open through the remainder of the trading session in which the
transaction was executed and through each subsequent session in which there is
open interest in the flexible option series. (002/01/01)

B3621.01  Reporting of Flexible Option Trades - It shall be the responsibility
of the participants in a flexible option trade to report the quantities and
prices to the flexible pit reporter in a timely manner, including any later
trades in open flexible contract term series. (10/01/94)

*    The effect of the second paragraph of Regulation 3602.03 is to permit
     trading in standard options under certain Flexible trading procedures prior
     to the listing of such options in the standard options pit or on e-cbot.
     Once and if these options are listed for trading in the standard options
     pit or on e-cbot, they will be traded only in the standard options pit or
     on e-cbot subject to standard options trading requirements. Upon such
     listing, all existing open positions established under Flexible trading
     procedures shall be fully fungible with transactions in the respective
     standard option series for all purposes under these regulations.

                                     3607B



================================================================================
Chapter 37
CBOT Rough Rice Futures
================================================================================
                                                                            
     Ch37 Trading Conditions...................................................
          3700.01   Introduction...............................................
          3701.01   Contract Specifications....................................
          3701.02   Trading Months and Hours...................................
          3701.03   Trading Unit...............................................
          3701.04   Price Increments...........................................
          3701.05   Daily Price Limits.........................................
          3701.06   Termination of Trading.....................................
          3701.07   Contract Modifications.....................................
          3701.08   Position Limits and Trading Limits.........................
          3702.01   Delivery by Warehouse Receipts.............................
          3702.02   Registration of Warehouse Receipts.........................
          3702.03   Delivery Dates.............................................
          3702.04   Storage....................................................
          3702.05   Par Delivery Unit..........................................
          3702.06   Par Delivery Point.........................................
          3702.07   Delivery Differentials.....................................
          3702.08   Delivery and Loading Out...................................
          3702.09   Notice of Intention........................................
          3703.01   Weighing...................................................
          3703.02   Storage Charges............................................

     Ch37 Delivery Facilities and Procedures...................................
          3704.01   Conditions of Regularity for Warehouses....................
          3704.02   Application For Declaration of Regularity..................
          3704.03   Duties of Warehousemen.....................................
          3704.04   Safeguarding Condition Of Stored Commodities...............
          3704.05   Damage To Commodity In Store...............................
          3704.06   Revocation of Regularity...................................
          3704.07   Federal Warehouses.........................................
          3704.08   Finality of USDA Or Other Required Inspection Certificate..
          3705.01   Delivery Through Clearing House............................
          3705.02   Payment Upon Delivery......................................
          3705.03   Necessity Of Possession Of Documents.......................
          3705.04   Suspended Member Out Of Line For Delivery..................
          3705.05   Failure to Deliver.........................................
          3705.06   Failure To Accept Delivery.................................
          3705.07   Transfer Of Cash For Futures After Termination Of Contract.
          3705.08   Risk Of Loss And Charges...................................




================================================================================
Chapter 37
CBOT Rough Rice Futures
================================================================================

Ch37 Trading Conditions

3700.01   Introduction - This chapter is limited in application to futures
trading in rough rice. The procedures for trading, clearing, inspection,
delivery, settlement and any other matters not specifically covered herein shall
be governed by the Rules and Regulations of the Exchange. (11/01/94)

3701.01   Contract Specifications - All futures contracts shall be for U.S. No.
2 or better long grain rough rice as the same is established by standards
promulgated by the United States Department of Agriculture (U.S.D.A.) at the
time of the first day of trading in a particular contract. No other grade is
deliverable.

To be deliverable, rough rice shall have a milling yield of not less than 65%,
including not less than 48% head rice. Each percent of head rice over or below
55% shall receive a 1.5% premium or discount, respectively, toward the
settlement price for long grain rough rice and each percent of broken rice over
or below 15% shall receive a .75% premium or discount, respectively. All rough
rice shall be of a Southern origin or such other origin as the Exchange may
approve. (11/01/94)

3701.02   Trading Months and Hours - Futures contracts shall be traded initially
for delivery during the months of September, November, January, March, May and
July of each year. The number of months to be open at one time shall be at the
discretion of the Exchange. Trading shall be conducted from 9:15 a.m. to 1:30
p.m. Chicago Time, except in the expiring contract on the last day of trading
when trading shall cease at 12:00 Noon. (11/01/98)

3701.03   Trading Unit - The unit of trading shall be 2,000 hundredweight
(200,000 pounds). (11/01/94)

3701.04   Price Increments - All bids and offers shall be in multiples of $.005
per hundredweight. (11/01/94)

3701.05   Daily Price Limits - (See 1008.01) (11/01/94)

3701.06   Termination of Trading - No trades shall be made during the last seven
business days of the trading month. Any trades remaining open during this period
shall be settled by delivery or a bona fide exchange of futures for the cash
commodity. (11/01/94)

3701.07   Contract Modifications - Contract specifications shall be fixed as of
the first day of trading of the contract and must conform to government grading
standards in force at that time. If any federal governmental agency issues an
order, ruling, directive or law that conflicts with requirements of these
regulations, such order, ruling, directive or law shall be construed to become
part of these regulations, and all new contracts shall be subject to such
governmental orders. (11/01/94)

3701.08   Position Limits and Trading Limits - (See Regulation 425.01)
(11/01/94)

3702.01   Delivery by Warehouse Receipts - Deliveries of rough rice shall be
made only by delivery of rough rice warehouse receipts issued by warehouses
located in the Arkansas counties of Craighead, Jackson, Poinsett, Woodruff,
Cross, St. Francis, Lonoke, Prairie, Monroe, Jefferson, Arkansas and DeSha and
designated by the Exchange as regular. Rough rice warehouse receipts issued by
otherwise regular warehouses licensed under the U.S. Warehouse Act shall be
eligible for delivery in satisfaction of Exchange contracts regardless of
whether such warehouses are or are not also licensed by any state. In order to
effect a valid delivery, each receipt shall (a) be endorsed by holder making
delivery; (b) be marked "INSURED"; (c) indicate payment for storage charges up
to and including the 18th day of the preceding month; (d) be negotiable; (e) be
registered with the registrar of the Exchange; (f) specify the warehouse; and
(g) specify the grade, milling yield and quantity of the rough rice stored.
Unpaid accumulated storage charges shall be allowed and credited to the buyer by
the seller up to and including the date of delivery. No warehouse receipt shall
be valid for delivery if the receipt has expired prior to the delivery or has an
expiration date in the month in which delivered.



                            Ch37 Trading Conditions
                            -----------------------

Endorsement by the holder shall constitute a warranty of the genuineness of the
warehouse receipt and of good title thereto, but shall not constitute a
guarantee of performance by the issuer. (11/01/94)

3702.02   Registration of Warehouse Receipts - Registration of rough rice
warehouse receipts shall be subject to the following requirements:

     A.   Warehouses which are regular for delivery may have their warehouse
          receipts registered at any time. Warehouse receipts must not be more
          than one year old, and must not have an expiration date in the month
          in which they are delivered. The holder of a registered warehouse
          receipt may cancel its registration at any time. A warehouse receipt
          which has been canceled may not be registered again.

     B.   The clearing house shall issue a weekly report showing the total
          number of warehouse receipts under registration as of 4:00 p.m. on the
          last trading day of each week. In addition to the information posted
          on the Exchange floor, this weekly report shall show the names of
          warehouses whose receipts are registered. (11/01/94)

3702.03   Delivery Dates - For the trading months of January, March, May, July,
September and November, delivery may be made by the seller upon any business day
of the delivery month the seller may select. Delivery must be made no later than
the last business day of the delivery month. (11/01/94)

3702.04   Storage - Rough rice shall be stored in a bin or bins in a warehouse
declared regular by the Exchange, and may contain rough rice from one or more
different lots of the same quality and milling yield. Rough rice may be added to
or withdrawn from such lots, provided any rice added shall be of the same
quality and milling yield and shall conform to the specifications of this
chapter and any withdrawal shall not reduce the amount of rice stored in such
lots to an amount less than the total amount required to satisfy all outstanding
warehouse receipts issued thereagainst. (11/01/94)

3702.05   Par Delivery Unit - Par delivery is 2,000 hundredweight (200,000
pounds) of U.S. No. 2 or better long-grain rough rice. A weight variation of 1%
shall be permitted, such variation to be priced at the previous day's settlement
price if the expiring future is still trading and at the expiration price of the
nearest previous future if no expiring future is trading. (11/01/94)

3702.06   Par Delivery Point - The par delivery points for rough rice shall be
mill site warehouses within the boundaries of the Arkansas counties of
Craighead, Jackson, Poinsett, Woodruff, Cross, St. Francis, Lonoke, Prairie,
Monroe, Jefferson, Arkansas and DeSha. Designation as a mill site warehouse
shall be determined by the Exchange. Rough rice may be delivered in satisfaction
of the rough rice futures contract at rice mill warehouses regular for delivery
at the contract price. Rough rice may be delivered at regular warehouses within
the twelve-county area which are not at mill sites in accordance with a schedule
of discounts established and published by the Exchange pursuant to 3702.07. No
warehouse regular for delivery of rough rice shall be located outside the twelve
Arkansas counties listed above. (11/01/94)

3702.07   Delivery Differentials - Delivery of rough rice in satisfaction of the
rough rice futures contract at regular warehouses other than regular mill site
warehouses shall be subject to a delivery differential of -15 cents per
hundredweight (cwt.) subject to the following:

     1.   At the time of filing an initial or renewal application for
          regularity, a warehouse shall be required to declare whether or not it
          is a mill site warehouse as defined in Appendix A.

     2.   If a regular mill site warehouse (non-mill site warehouse) renews
          regularity as a non-mill site warehouse (mill site warehouse) for a
          two-year term beginning July 1, the change in the delivery
          differential will become effective for the new crop delivery month of
          September within that two-year term.

     3.   Whenever the Exchange receives a bona fide renewal application for
          regularity which will cause the warehouse's delivery differential to
          change for the next crop year, a notice of the receipt of the
          application will be posted on the floor of the Exchange after the
          close of the market that day.

     4.   A warehouse which has been declared regular for delivery as a non-mill
          site warehouse (mill site warehouse) for a current regularity term
          ending June 30 may not be declared regular for



                            Ch37 Trading Conditions
                            -----------------------

          delivery as a mill site warehouse (non-mill site warehouse) during the
          balance of that term.

     Pursuant to the provisions of this regulation, 3702.06 and Appendix A of
     these rules and regulation, the Exchange shall publish a list of all
     regular warehouses and the applicable discount.

3702.08   Delivery and Loading Out - Delivery shall be made on the basis of the
actual weight of rough rice loaded into rail cars or trucks. A load-out charge
not to exceed the tariff as filed with the Exchange in accordance with 3704.01.H
shall be paid by the buyer to cover loading and weighing. The maximum load-out
charge for the loading-out of rough rice against a rough rice registered
warehouse receipt is 22.222 cents per cwt. which will be subject to an
evaluation by the Exchange at the time of renewal of regularity of rice
warehouses. An increase or decrease in the maximum load-out charge for rough
rice may become effective 30 days after a notice has been posted on the Exchange
floor. The notice will state the amount of the maximum load-out charge, the
applicable warehouse receipts and the date that the charge will become
effective.

Load-outs shall begin not later than the third business day following the day on
which loading instructions are given to the warehouseman; provided, however,
that the withdrawing party has within that period furnished rail cars or trucks
to receive the rice. The warehouseman shall be required to load-out rice at the
normal rate of load-out for the facility, but not less than 20 trucks or its
equivalent weight loaded-out in rail cars per business day and shall be able to
load out the warehouse's entire regular capacity in 45 calendar days or less. A
party taking delivery shall receive the quantity ordered loaded out as soon as
reasonably possible but no more than 45 calendar days after load-out begins.
Rough rice regular warehouses shall not be required to meet these minimum
load-out rates when transportation equipment is not clean and load ready,
inspection services are not available, a condition of force majeure exists, or
inclement weather prevents loading.

In addition, rough rice regular warehouses shall not be required to meet the
minimum load-out rate for rail cars when rail cars have been constructively
placed for load-in prior to constructive placement of rail cars for load-out.
However, when rail cars for load-out are constructively placed after rail cars
for load in, the warehouse will load-in grain from the rail cars at the normal
rate of load-in for the facility. This rate shall not be less than the
equivalent weight of 20 trucks loaded-in from rail cars. Rough rice regular
warehouses shall not be required to meet these minimum load-in rates when a
condition of force majeure exists, inspection services are not available or
inclement weather prevents unloading.

The warehouse operator is not obligated to commence load-out of rough rice to a
given party sooner than three business days after he receives canceled warehouse
receipts and written loading instructions from such party, even if such party
may have a conveyance positioned to accept load-out of rough rice before that
time. If the party taking delivery presents transportation equipment of a
different type (rail or truck) than that specified in the loading instructions,
he is required to provide the warehouse operator with new loading orders, and
the warehouse operator shall not be obligated to begin load-out of rough rice to
such party sooner than three business days after he receives the new loading
orders. Written loading orders received after 2:00 p.m. (Chicago time) on a
given business day shall be deemed to be received on the following business day.

The warehouseman upon receipt of the canceled receipts by his agent and loading
instructions from the owner by 2:00 p.m. on a given day, shall notify the owner
by telex or telefax by 4:00 p.m. on that given day the scheduled day for
load-out. The daily tariff load-out rate and the amount of tonnage which is
scheduled for load-out before owner's load-out shall also be provided in the
notification.

The owner upon acceptance of the scheduled load-out date, and if he so requests
on a given day prior to load-out, shall receive a telex or telefax from the
warehouseman specifying the amount of tonnage remaining before owner's equipment
is loaded.

The warehouseman upon cancellation of loading instructions on any business day
prior to the day of actual loading of rice, and if requested by the owner, shall
reissue and register warehouse receipts for the amount of rough rice which
remains unloaded. Storage fees shall begin on the date of re-issuance of the new
warehouse receipts.

Storage charges on rough rice to be shipped pursuant to loading instructions
shall cease no later than three calendar days following the day on which
canceled warehouse receipts are surrendered or



                            Ch37 Trading Conditions
                            -----------------------

loading instructions are given, whichever occurs later; provided, however, that
the owner makes transportation available for loading on the scheduled load-out
date or has not canceled loading instructions.

The warehouse operator shall be permitted a two percent deviation above or below
the yield of head rice shown on the warehouse receipt issued for delivery on the
contract. The warehouse operator shall also be permitted a two percent deviation
above or below the total milling yield shown on the warehouse receipt issued for
delivery on the contract.

The warehouse operator is responsible for maintaining the milling yield of rice
specified on said warehouse receipt, within the stated allowable deviations, for
the total quantity of rice represented by said warehouse receipt and not for
sub-lots (i.e. truckloads) of said warehouse receipt. The warehouse operator is
also responsible for maintaining the numerical grade of rice specified on said
warehouse receipt for the total quantity of rice represented by said warehouse
receipt for the total quantity of rice represented by said warehouse receipt,
however, the numerical grade for sub-lots (i.e., truckloads) shall be no more
than one numerical grade below the deliverable grade specified in 3701.01.
Averaging the grade or milling yield of multiple receipts is not permissible.

When the rough rice is ordered out-of-store, the warehouse operator will be
reimbursed by the buyer in cash if the total milling yield or the yield of head
rice of the rice loaded out is over the total milling yield or the yield of head
rice listed on the warehouse receipt (up to two percent).

Conversely, the warehouse operator will reimburse the buyer in cash if the total
milling yield or the yield of head rice of the rice loaded out is under the
total milling yield or the yield of head rice listed on the warehouse receipt
(up to two percent). Calculations shall be made daily for each receipt loaded
out that day and shall be based on the nearby month rough rice future's
settlement price on the day of load out. Such payments to or from the warehouse
operator for excess or deficit head and broken rice shall be at the premium and
discount schedule specified in 3701.01, Contract Specifications. Adjustments on
the milling yield of head rice shall be based on an official test.

Both the buyer and the warehouseman will provide for an analysis of the rough
rice for grade and milling yield. If there is a disagreement, then a duplicate
sample taken at origin shall be analyzed by the Federal Grain Inspection Service
(FGIS), or a mutually agreed-upon third party to resolve the disagreement.

Notwithstanding the above, the buyer retains the right, at his expense, to an
official sampling and anaylsis by FGIS, or a mutually agreed-upon third party,
at orgin, of rough rice loaded-out at any time. (03/01/97)

3702.09   Notice of Intention - A clearing member intending to deliver shall,
not later than 4:00 p.m. on position day, the second business day prior to the
intended delivery day, provide to the Clearing House, a notice of intention in
the form prescribed by the Exchange. On the last notice day of the delivery
month, however, delivery notices may be delivered to the Clearing House until
2:00 p.m. No intra-office delivery may be made. If a clearing member has both
long and short interest on its books, it must tender to the Clearing House such
notices as it receives from its customers who are short. Prior to the opening of
the market of the following business day, the Clearing House shall pass such
notice to the clearing member having the oldest long contract as of the close of
trading on the day of receipt by the Clearing House of the notice of intent
(position day).

Upon receipt of the names of the buyers obligated to accept delivery from him
and a description of each commodity tendered by him which was assigned by the
Clearing House to each such buyer, the seller shall prepare invoices addressed
to its assigned buyers describing the amount which buyers must pay to the seller
in settlement of the actual deliveries, based on the delivery prices established
by the Clearing House for that purpose adjusted for applicable premiums,
discounts, storage charges, quantity variations and other items for which
provision is made in these rules and regulations and other items for which
provision is made in these rules and regulations relating to contracts. Such
invoices shall be delivered to the Clearing House by 4:00 p.m. on notice day.
Upon receipt of such invoices, the Clearing House shall promptly made them
available to buyers to whom they are addressed. A buyer receiving such an
invoice from the Clearing House shall, not later than 1:00 p.m. of the following
day, present the invoice at the office of the seller by whom it was issued
together with a certified check for the amount due, and thereupon warehouse
receipts shall be delivered by the seller to the buyer.



                            Ch37 Trading Conditions
                            -----------------------

(11/01/94)

3703.01   Weighing - Weighing shall be done in accordance with the current
custom of the trade. The official shipped weight so obtained shall be final
provided, however, that railroad weights shall be acceptable and shall be final
if the negotiable warehouse receipt holder and the seller so agree in writing.
(11/01/94)

3703.02   Storage Charges - Storage charges on rough rice shall not exceed such
charges as have been filed with the Exchange in accordance with 3704.01H. (which
shall be designed to cover costs of storage, insurance and taxes). (11/01/94)

Storage charges on rough rice shall not exceed 34/100 of a cent per
hundredweight per day. (Amended -effective May 1, 1995.)



Ch37 Delivery Facilities and Procedures

3704.01   Conditions of Regularity for Warehouses - The following shall
constitute the requirements and conditions for regularity:

     A.   The warehouse shall at all times meet standards of construction,
          sanitation and dust control, insurability and physical maintenance
          applicable generally to commercial warehouses.

     B.   It shall be situated with respect to transportation facilities deemed
          adequate by the Exchange.

     C.   It shall be located in such states as the Exchange may designate from
          time to time as delivery locations for particular commodities.

     D.   It shall be in good financial standing and credit, and shall meet the
          minimum financial requirements and financial reporting requirements
          set forth in Appendix D. It shall file a bond with sufficient sureties
          in such sum and subject to such conditions as the Exchange may
          require. The Exchange may, at its option, waive bond requirements.

     E.   It shall maintain all licenses required by state or federal law.

     F.   It shall have standard equipment and appliances for the convenient and
          expeditious receiving, handling and shipping of commodities in bulk,
          in railroad cars, barges or in trucks, and shall be properly
          safeguarded and patrolled.

     G.   It shall cooperate with the Exchange's system of registration of
          negotiable warehouse receipts and furnish to the Registrar all needed
          information to enable him to keep a correct record and account of all
          commodities remaining in store and receipts issued as of the close of
          each week.

     H.   It shall file its tariffs listing in detail the maximum charges for
          the handling and storage of all commodities for which regularity is
          sought, and thereafter it shall file with the Exchange any proposed
          changes in such tariffs. The effective date of the change will be on
          the first day of the month that follows a two-month time period after
          the day a written notice of the change is received by the Exchange.

     I.   Its warehouse receipts rendered in satisfaction of futures contracts
          shall not, because of the warehouse's accessibility, tariffs,
          insurance rates or other characteristics, adversely affect the value
          of the commodity delivered or impair the efficiency of futures trading
          in the particular commodity.

     J.   It shall not engage in unethical conduct, or fail to be operated in
          accordance with accepted commercial practices or fail to comply with
          governmental statutes, rules and regulations governing warehouses and
          the commodities stored therein.

     K.   It shall make such reports, keep such records, and permit such
          warehouse visitations and examinations of documents as the Exchange,
          the Commodity Futures Trading Commission pursuant to Commission
          Regulation 1.44(a) - (c) and the United States Department of Justice
          may prescribe or undertake; it shall comply with all applicable rules,
          regulations and orders promulgated by the Commodity Futures Trading
          Commission and with all requirements established by the Exchange
          because of such rules or orders. (11/01/94)

3704.02   Application For Declaration of Regularity - Persons operating
warehouses for the storage of Rough Rice traded on the Exchange who desire to
have such warehouses made regular for delivery of Rough Rice under the rules and
regulations shall make application for an initial declaration of regularity on a
form prescribed by the Exchange prior to May 1, 1994, and every even year
thereafter, for a two-year term beginning the following July 1, and every even
year thereafter, and at any time during a current term for the balance of that
term. Regular warehouses who desire to change their regular capacity during a
current term shall make application for the desired amount of total regular
capacity on the same form. Initial regularity for the current term and changes
in regularity shall be effective either thirty days after a notice that a bona
fide application has been received, is posted on the floor of the exchange, or
the day after the application is approved by the Exchange, whichever is later.
Applications for a renewal of regularity shall be made prior to May 1, 1994, and
every even year



                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

thereafter, for the respective years beginning July 1, 1994 and every even year
thereafter, and shall be on the same form.

As part of its application for regularity, the warehouseman expressly agrees to
consent to the disciplinary jurisdiction of the Exchange for five (5) years
after regularity lapses for conduct pertaining to regularity which occurred
while the warehouse was regular.

3704.03   Duties of Warehousemen - It shall be the duty of operators of all
regular warehouses:

     A.   RESERVED

     B.   To notify the Exchange of any change in the condition of their
          warehouse which might materially affect their physical or financial
          ability to continue to meet the requirements for regularity under
          these rules and regulations. Any warehouse must immediately notify the
          Exchange of any material reduction of its capital, including the
          incurring of a contingent liability which would materially affect
          capital should such liability become fixed. Such notice must be in
          writing and signed by an officer of the warehouse.

          For purposes of this requirement, a reduction amounting to twenty
          percent (20%) or more from the total capital reported as of the last
          date for which a financial statement was filed under this requirement
          shall be deemed material. In determining total capital, there shall be
          taken into consideration equities and deficits in all proprietary
          accounts properly included in the determination of net worth.

     C.   To insure adequately and fully commodities covered by warehouse
          receipts tendered for delivery against loss by fire, tornado and the
          contingencies provided for in the standard form of "extended coverage"
          endorsements or policies. Commodities shall be deemed so insured when
          the warehouse shall maintain such insurance for the benefit of all
          depositories of grain under tariffs, rules or regulations authorized
          and promulgated under the authority of the United States Warehouse
          Act. In any warehouse declared regular by the Exchange, the charge for
          insurance on commodities delivered on futures contracts shall be
          limited to a maximum of $1.00 per $100.00 evaluation annually. Any
          charges for insurance in excess of this amount shall be paid by the
          warehouseman.

     D.   To remove no commodity covered by negotiable warehouse receipts
          registered with the Exchange from the designated warehouse or, if
          appropriate, from the designated bond save at the request of the
          negotiable warehouse receipt holder upon surrender of the receipt.

     E.   To register with the Exchange all negotiable warehouse receipts
          relating to commodities for which the warehouse is declared regular
          and to cancel such registrations before releasing property.

     F.   To have a representative in Chicago, Illinois authorized and known to
          the Exchange to act in matters pertaining to negotiable warehouse
          receipts including shipping instructions.

     G.   To load vehicles furnished by holders of negotiable warehouse receipts
          of the Exchange within the time specified by these rules and
          regulations.

     H.   To furnish the Exchange with copies of policies or certificates of
          insurance under which deliverable commodities in the warehouse are
          insured.

     I.   To deliver commodities ordered out of the warehouse in buyer's
          vehicles within such times as specified by these rules and regulations
          showing no preference in out-loading, unless conditions such as acts
          of God, fire, flood, windstorm, explosion or other force majeure
          interfere therewith; provided, the warehouse shall make no charge for
          storage after three days following receipt of the load-out order
          notwithstanding delivery is prevented because of such act of God, etc.

          If no time period for out-loading is set forth in the rules or
          regulations of a given contract, load-out under such contract shall
          occur not later than three business days after vehicles are ready for
          loading, except as provided herein.

     J.   To inspect the transportation facilities furnished by the negotiable
          warehouse receipt holder. If, in the warehouseman's judgement,
          cleaning is necessary, he shall immediately notify the



                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

          receipt holder and thereafter abide by the holder's instructions.

     K.   To load each vehicle to its capacity providing sufficient negotiable
          warehouse receipts are tendered.

     L.   To bear the costs of all expenses contingent upon transfer of title of
          the warehoused commodity to another regulated warehouse satisfactory
          to the owners of such commodity in the event of expiration or
          revocation of regularity or in the event of abandonment or sale of the
          properties where regularity is not reissued. (11/01/94)

3704.04   Safeguarding Condition Of Stored Commodities -

     A.   Whenever in the opinion of the operator of the warehouse any commodity
          stored in a public warehouse under his jurisdiction should be loaded
          out in order to protect the best interests of the parties concerned,
          such operator shall notify the Exchange giving the location and grades
          of such commodity. The Exchange shall immediately notify an
          appropriate inspection service which shall at once proceed to the
          warehouse in which the commodity is stored and examine it in
          conjunction with the operator of such warehouse. If the inspection
          service agrees with the operator that the commodity should be moved,
          it shall so notify the Registrar. If the inspection service does not
          agree with the operator that the commodity should be moved, the
          operator of the warehouse shall have the right to appeal to the
          Business Conduct Committee of the Exchange. If on such appeal the
          Business Conduct Committee shall agree with the operator that the
          commodity should be moved, the committee shall so notify the
          Registrar, and the warehouse receipts covering the above specified lot
          or lots shall no longer be regular for delivery on futures contracts.
          Upon receiving such notice, either from the inspection service or from
          the Business Conduct Committee, the Registrar shall notify the holder,
          or holders, or their agents, together with the Chairman of the
          Business Conduct Committee, of the total quantity of the grade of
          commodity in question (selecting the oldest registered warehouse
          receipt first, then such additional registered warehouse receipts in
          the order of their issuance as may be necessary to equal such total
          quantity of the commodity).

          When this information reaches the Chairman of the Business Conduct
          Committee, he shall appoint a Committee consisting of five
          disinterested handlers of the cash commodity. This Committee shall
          meet at once and after taking into consideration various factors that
          establish the value of the grade of the receipts held by such owner or
          owners, shall determine the fair value of the commodity, which price
          shall be that to be paid by the operator. If the price offered is not
          satisfactory, a Committee appointed by the Chairman of the Business
          Conduct Committee (at the request of such owner), shall procure other
          offers for such commodity, and such offers shall be immediately
          reported to the owner or his agent. If the owner refuses to accept any
          such offers, he shall have the two following business days to order
          and furnish facilities for loading the commodity out of store, and
          during this period the warehouse shall be obliged to deliver the
          commodity called for by the warehouse receipts, but not more than
          three (3) days may elapse after notification by the Registrar to the
          holder of the receipt before satisfactory disposition shall have been
          made of the commodity, either by sale to the operator or by the
          ordering out and furnishing facilities to load the same, provided the
          amount of such commodity does not exceed 20,000 hundredweight of rough
          rice in any one warehouse. If the amount of commodity in question
          exceeds such amount, the owner, or owners, of the warehouse receipts
          shall be allowed forty-eight hours of grace over and above the
          aforementioned three days for each additional 20,000 hundredweight.

     B.   In the event that the holder of the warehouse receipt, or his agent,
          fails to move the commodity or make other satisfactory disposition of
          same within the prescribed time, it shall be held for his account, and
          any loss in grade sustained shall likewise be for his account.

     C.   Nothing in the foregoing provisions shall be construed as prohibiting
          the warehouseman from fulfilling contracts from other stocks under his
          control. (11/01/94)

3704.05   Damage To Commodity In Store - Notice - The operator of a warehouse
shall promptly advise the Exchange of any damage to a commodity held in store by
it whenever such damage shall




                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

occur to an extent that will render it unwilling to purchase and withdraw from
store, at its cost, all such damaged commodity. (11/01/94)

3704.06   Revocation of Regularity - Any declaration of regularity may be
withdrawn by the Exchange at any time if the warehouse does not comply with the
conditions above set forth or fails to carry out prescribed duties; providing,
however, the Exchange has theretofore given notice to the warehouseman of the
deficiencies and a reasonable time, under the circumstances, to cure them.

If the designation is revoked, the Exchange shall post such revocation on the
bulletin board together with the period of time, if any, during which the
negotiable warehouse receipts issued by the warehouse will be deliverable in
satisfaction of futures contracts.

Once such period of time, if any, has expired, and the negotiable warehouse
receipts issued by the warehouse are no longer deliverable in satisfaction of
futures contracts, the warehouse shall bear the cost of the transfer of the
warehoused commodity to another regulated warehouse, in accordance with 3704.03,
paragraph L. (11/01/94)

3704.07   Federal Warehouses - In compliance with the provisions of Section
5a(7) of the Commodity Exchange Act, providing that the commodity may be
delivered from a warehouse subject to the United States Warehouse Act, 7 U.S.C.
Sections 241-273, a receipt issued under that Act shall be accepted for delivery
on any futures contract provided the commodity represented by the receipt meets
contract specifications and the warehouse issuing the receipt meets the
requirements imposed by this chapter on all other warehouses. (11/01/94)

3704.08   Finality of USDA Or Other Required Inspection Certificate - The
Exchange assumes no responsibility and disclaims all liability on account of the
grade, quantity or specifications of any commodity delivered on the basis of a
USDA or other required inspection certificate. Such certificate shall constitute
conclusive evidence of the grade, quantity or other specifications of the
commodity described therein. (11/01/94)

3705.01   Delivery Through Clearing House - All deliveries on maturing contracts
shall be made through the Clearing House. The Clearing House shall prescribe
such forms and requirements for initiating and completing delivery as are
consistent with this chapter and the various contract specification chapters.
(11/01/94)

3705.02   Payment Upon Delivery - The receiver of a Notice of Intention from the
Clearing House shall present the delivery invoice at the office of the deliverer
not later than 1:00 p.m. on the next business day, i.e., delivery day, together
with a certified or cashier's check drawn on a Chicago bank, and shall receive
therefore, properly endorsed, warehouse receipts or shipping certificates in
accordance with the Notice and any other contract documents required under these
rules and regulations.

If said delivery day is a banking holiday, delivery and payment must be made
before 9:30 a.m. the next banking business day and the seller shall be
responsible for storage charges up to and including that banking holiday.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
accordance with its Regulations. (11/01/94)

3705.03   Necessity Of Possession Of Documents - The deliverer shall at such
time as the Notice of Intent is delivered to the Clearing House have possession
of all documents (except a warehouse receipt in the case of a redelivery)
necessary to make good delivery. (11/01/94)

3705.04   Suspended Member Out Of Line For Delivery - When a member of the
Clearing House who has open purchases is suspended from the clearing House for
default or insolvency, he shall be deemed out of line for delivery and tender
shall be made to the buyer obligated upon the next oldest contract. Also, if
tender be made to a buyer who is thereafter suspended for default or insolvency
before delivery is accepted, the Notice shall be withdrawn and another
immediately served upon the buyer obligated upon the next oldest contract.
(11/01/94)

3705.05   Failure to Deliver - A clearing member who has not tendered a Notice
on or before 8:00 p.m. on the last day in a delivery month on which such notice
is permitted shall be in default. Failure to make delivery shall constitute
improper conduct. In addition to the penalties provided under Exchange



                    Ch37 Delivery Facilities and Procedures
                    ---------------------------------------

rules and regulations, the Exchange shall determine and assess the damages
incurred by the buyer, taking into account the settlement price and such other
factors as it may deem just. (11/01/94)

3705.06   Failure To Accept Delivery -

     A.   If a clearing member fails to accept delivery, the commodity shall be
          sold for the account of the buyer by the Exchange. If the proceeds are
          insufficient to pay the seller the full delivery price, the clearing
          member failing to accept delivery shall be liable for the difference.

     B.   If a clearing member is unable or refuses to make full payment to the
          seller, the Clearing House shall bear the seller's loss in the first
          instance.

     C.   Failure to accept delivery or make full payment shall also constitute
          improper conduct. (11/01/94)

3705.07   Transfer Of Cash For Futures After Termination Of Contract - Subject
to the Exchange approval, a transfer of cash merchandise for futures may be
permitted during the contract month after termination of the contract.

Such transfer of cash for futures shall be cleared through the Clearing House in
accordance with normal procedures and shall be made at the prices as are
mutually agreed upon by the two parties to the transaction. Such transfers shall
be clearly designated by proper symbol as transfer transactions and shall be
recorded by the Exchange and the clearing member to the transactions, and proper
notice given to the membership. Each party to such transaction must satisfy the
Exchange that the transaction is bona fide and must file with the Clearing House
all memoranda necessary to establish the nature of the transaction, the kind and
quantity of the cash commodity, the kind, quantity and price of the commodity
future, the names of all clearing members to the transaction and such other
information as the Clearing House or Exchange may require.

Such transfer of cash for futures shall bear the normal commission charges
pursuant to deliveries. (11/01/94)

3705.08   Risk Of Loss And Charges -

     A.   Title and the risk of loss or damage pass to the buyer at the time of
          delivery of the warehouse receipts.

     B.   The deliverer shall be responsible for all warehouse charges until the
          time when title passes and thereafter the receiver shall be
          responsible.

     C.   The receiver shall be responsible for all inspection and weighing
          charges at load-out. (11/01/94)



================================================================================
Chapter 38
CBOT Rough Rice Options
================================================================================

     Ch38 Trading Conditions...........................................
          3800.01   Scope Of Chapter...................................
          3801.01   Unit Of Trading....................................
          3802.01   Options Call.......................................
          3803.01   Striking Prices....................................
          3804.01   Option Exercise....................................
          3805.01   Daily Price Limits.................................
          3806.01   Automatic Exercise.................................



================================================================================
Chapter 38
CBOT Rough Rice Options
================================================================================

Ch38 Trading Conditions

3800.01   Scope Of Chapter - This chapter is limited in application to the
trading of put and call options exercisable for Chicago Board of Trade Rough
Rice futures contracts. Procedures for trading, clearing and any other matters
not specifically covered herein shall be governed by the rules of the
Association. (11/01/94)

3801.01   Unit Of Trading - The unit of trading shall be a put or call option
exercisable for (1) 2,000 hundredweight Chicago Board of Trade rough rice
futures contract. (11/01/94)

3802.01   Options Call -

     A.        Hours Of Trading - The hours of options trading shall be
               concurrent with the hours of the underlying futures contract.

     B.        Contract Months - Trading may be conducted in the nearby rough
               rice options contract month plus any succeeding months, provided
               however that the Exchange may determine not to list a contract
               month. For options that are traded in months in which rough rice
               futures are not traded, the underlying futures contract is the
               next futures contract that is nearest to the expiration of the
               option. For example, the underlying futures contract for the
               February option contract is the March futures contract.

     *C.       Termination Of Trading - No trades in rough rice futures options
               expiring in the current month shall be made after the close of
               trading of the Regular Daytime open outcry trading session for
               the corresponding Rough Rice futures contract on the last Friday
               which precedes, by at least two [five] business days, the last
                                           ---
               business day of the month preceding the option month. If such
               Friday is not a business day, then trading shall terminate on the
               preceding business day prior to such Friday.

               On the last day of trading in an expiring option class, the
               expiring options shall be closed with a public call made striking
               price by striking price, conducted by such persons as the
               Exchange shall direct.

     * Additions underlined, deletions bracketed for contracts from May 2001
forward.

     D.        Option Expiration - The contractual rights and obligations
               arising from the unexercised option contract expire at 10:00 a.m.
               on the first Saturday following the last trading day.

     E.        Option Premium Basis - The minimum price fluctuation of the
               option premium shall be $0.0025 per hundredweight or $5.00 per
               contract.

               However, when both sides of the trade are closing transactions,
               the option premium may range from $1.00 to $4.00 in $1.00
               increments per option contract.

     F.        Position Limits And Reportable Positions - (See Regulation
               425.01) (10/01/00)

3803.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices (the "strikes") in integral multiples of twenty (20) cents
per hundredweight per rough rice futures contract (i.e., 7.80, 8.00, 8.20, etc.)
and in integral multiples of forty (40) cents per hundredweight per rough rice
futures contract (i.e. 8.00, 8.40, 8.80, etc.) as follows:

     A.   1.   In integral multiples of twenty cents, at the commencement of
               trading for an option contract, the following strikes shall be
               listed: one with a strike closest to the previous day's
               settlement price of the underlying rough rice futures contract,
               the next five consecutive higher and the next five consecutive
               lower strikes (the "initial band"). If the previous day's
               settlement price is midway between two strikes, the closest price
               shall be the larger of the two.

          2.   In integral multiples of forty cents, at the commencement of
               trading for an option



                            Ch38 Trading Conditions
                            -----------------------

               contract, the following strikes shall be listed: the next four
               consecutive strikes above the initial band.

          3.   In integral multiples of twenty cents, over time, strikes shall
               be added as necessary to insure that all strikes within $1.10 of
               the previous day's trading range of the underlying futures
               contract are listed (the "minimum band").

          4.   In integral multiples of forty cents, over time, strikes shall be
               added as necessary to insure that the next four consecutive
               strikes above the minimum band are listed.

          5.   No new strikes may be added by these procedures in the month in
               which an option expires.

     B.   1.   In integral multiples of forty cents, all strikes in which the
               previous day's delta factors (as determined by the Exchange) for
               both the put and call options are 0.10 or greater for two
               consecutive business days will be listed for trading. However, no
               new strikes may be added by this procedure to an option month
               unless open positions exist in that contract month.

          2.   In integral multiples of twenty cents, during the month in which
               an option expires, all strikes in which the previous day's delta
               factors (as determined by the Exchange) for both the put and call
               options are 0.10 or greater for two consecutive business days
               will be listed for trading.

     C.   All strikes will be listed prior to the opening of trading on the
          following business day. The Exchange may modify the procedures for the
          introduction of strikes as it deems appropriate in order to respond to
          market conditions. (11/01/94)

3804.01   Option Exercise - An option holder intending to exercise shall present
to the clearing house, no later than 6:00 p.m., or by such other time designated
by the Board of Directors, on any business day through and including the last
trading day, on a form prescribed thereby, a notice of exercise.

The clearing house shall assign such a notice promptly and at random to a
clearing member carrying a short position in the option series. Said clearing
member in turn shall assign such notice to accounts with an open short option
position in a fair and non-preferred manner in accordance with written
procedures. By the opening of the next trading session, in the case of a call
option, the writer shall sell to the holder by book entry the underlying futures
contract at the contracted striking price. In the case of a put option, the
writer shall buy from the holder by book entry the underlying futures contract
at the contracted striking price. Thenceforth, the writer and the holder assume
the rights and obligations associated with their respective positions in the
underlying futures contract.

Notwithstanding the foregoing, an option holder may exercise an option prior to
10:00 a.m. on the expiration date:

     A.   to correct errors or mistakes made in good faith;

     B.   to take appropriate action as the result of unreconciled Exchange
          option transactions;

     C.   in exceptional cases involving a customer's inability to communicate
          exercise instructions to the member firm or the member firm's
          inability to receive such instructions prior to 6:00 p.m. on the last
          day of trading. (12/01/99)

3805.01   Daily Price Limits - Trading in a rough rice futures option shall be
confined to a premium no greater than the trading limit for the rough rice
futures contract above and below the option's previous day settlement premium
for all trading days except the last. (11/01/94)

3806.01   Automatic Exercise - Notwithstanding the provisions of Regulation
3804.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the clearing house.

Notice to cancel automatic exercise shall be given to the clearing house by 6:00
p.m., or by such other time designated by the Board of Directors, on the last
day of trading, except that such notice may be given to the clearing house prior
to 10:00 a.m. on the expiration date:



                            Ch38 Trading Conditions
                            -----------------------

          A.   to correct errors or mistakes made in good faith;

          B.   to take appropriate action as the result of unreconciled Exchange
               option transactions;

          C.   in exceptional cases involving a customer's inability to
               communicate exercise instructions to the member firm or the
               member firm's inability to receive such instructions prior to
               6:00 p.m. on the last day of trading. (12/01/99)





===============================================================================================================
Chapter 39
CBOT(R) Dow Jones Utility Average(SM) Index Futures
===============================================================================================================
                                                                                                         
         Ch 39 Trading Conditions........................................................................
                3901.00      Authority...................................................................
                3902.01      Application of Regulation...................................................
                3903.01      Emergencies, Acts of God, Acts of Government................................
                3904.01      Unit of Trading.............................................................
                3905.01      Months Traded In............................................................
                3906.01      Price Basis.................................................................
                3907.01      Hours of Trading............................................................
                3908.01      Price Limits and Trading Halts..............................................
                3909.01      Last Day of Trading.........................................................
                3909.02      Liquidation During the Delivery Month.......................................
                3910.01      Margin Requirements.........................................................
                3912.01      Position Limits and Reportable Positions....................................

         Ch 39 Delivery Procedures.......................................................................
                3936.01      Standards...................................................................
                3942.01      Delivery on Futures Contracts...............................................
                3942.02      Final Settlement Price......................................................
                3942.03      The Final Settlement Day....................................................
                3947.01      Payment.....................................................................
                3948.01      Disclaimer..................................................................




================================================================================
Chapter 39
CBOT(R) Dow Jones Utility Average(SM) Index/1/ Futures
================================================================================
Trading Conditions

3901.00           Authority-- -- (See 1701.00) (08/01/00)

3902.01           Application of Regulations -- Futures transactions in CBOT Dow
                  Jones Utility Average ("DJUA ") Index contracts shall be
                  subject to the general rules of the Association as far as
                  applicable and shall also be subject to the regulations
                  contained in this chapter, which are exclusively applicable to
                  trading in CBOT Dow Jones Utility Average Index contracts.
                  (08/01/00)

3903.01           Emergencies, Acts of God, Acts of Government -- If the
                  delivery or acceptance or any precondition or requirement of
                  either, is prevented by strike, fire, accident, act of
                  government, act of God or other emergency, the seller or buyer
                  shall immediately notify the Chairman. If the Chairman
                  determines that emergency action may be necessary, he shall
                  call a special meeting of the Board and arrange for the
                  presentation of evidence respecting the emergency condition.
                  If the Board determines that an emergency exists, it shall
                  take such action under Rule 180.00 as it deems necessary under
                  the circumstances and its decision shall be binding upon all
                  parties to the contract. (08/01/00)

3904.01           Unit of Trading -- The unit of trading shall be $200 times the
                  Dow Jones Utility Average . The Dow Jones Utility Average is a
                  price-weighted composite index of 15 utility stocks.
                  (04/01/01)

3905.01           Months Traded In -- The months listed for trading are March,
                  June, September and December, at the discretion of the
                  Exchange. (08/01/00)

3906.01           Price Basis -- The price of the CBOT Dow Jones Utility Average
                  Index futures shall be quoted in one twentieths of a point.
                  One point equals $200.00. The minimum price

_____________________
/1/ /1/ "Dow Jones", "Dow Jones Utility Average" and "DJUA" are service marks of
    Dow Jones & Company, Inc. and have been licensed for use for certain
    purposes by the Board of Trade of the City of Chicago (CBOT(R)). The CBOT's
    futures and futures options contracts based on the Dow Jones Utility Average
    are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones
    makes no representation regarding the advisability of trading in such
    product(s).



                           Ch 39 Trading Conditions

                  fluctuation shall be one twentieth of a point per contract
                  or ($10.00). Contracts shall not be made on any other price
                  basis. (04/01/01)

3907.01           Hours of Trading -- The hours of trading for future delivery
                  in CBOT Dow Jones Utility Average Index futures shall be
                  determined by the Board.

                  The market shall be opened and closed for all months
                  simultaneously, or in such other manner as the Regulatory
                  Compliance Committee shall direct. (08/01/00)

3908.01           Price Limits and Trading Halts -- (See Regulation 1008.01)
                  (08/01/00)

3909.01           Last Day of Trading -- The last day of trading in CBOT Dow
                  Jones Utility Average Index futures contracts deliverable in
                  the current delivery month shall be the trading day
                  immediately preceding the final settlement day (as described
                  in Regulation 3942.03). (08/01/00)

3909.02           Liquidation During the Delivery Month -- After trading in
                  contracts for future delivery in the current delivery month
                  has ceased, in accordance with Regulation 3909.01 of this
                  chapter, outstanding contracts for such delivery shall be
                  liquidated by cash settlement as prescribed in Regulation
                  3942.01. (08/01/00)

3910.01           Margin Requirements -- Margin requirements shall be as
                  determined by the Board by regulation. (08/01/00)

3912.01           Position Limits and Reportable Positions -- (See 425.01)
                  (08/01/00)



Delivery Procedures

3936.01           Standards -- The contract grade shall be the final settlement
                  price (as described in Regulation 3942.02) of the Dow Jones
                  Utility Average Index on final settlement day (as described in
                  Regulation 3942.03). (08/01/00)

3942.01           Delivery on Futures Contracts -- Delivery against the CBOT Dow
                  Jones Utility Average Index Futures contract must be made
                  through the Clearing Corporation. Delivery under these
                  regulations shall be on the final settlement day (as described
                  in regulation 3942.03) and shall be accomplished by cash
                  settlement as hereinafter provided. (08/01/00)

                  Clearing members holding open positions in a CBOT Dow Jones
                  Utility Average Index futures contract at the time of
                  termination of trading shall make payment to and receive
                  payment through the Clearing Corporation in accordance with
                  normal variation settlement procedures based on a settlement
                  price equal to the final settlement price (as described in
                  Regulation 3942.02). (08/01/00)

3942.02           Final Settlement Price -- The final settlement price shall be
                  determined on the final settlement day. The final settlement
                  price shall be $200 times a Special Open Quotation (SOQ) of
                  the Dow Jones Utility Average Index based on the opening
                  prices of the component stocks in the index, or on the last
                  sale price of a stock that does not open for trading on the
                  regularly scheduled day of final settlement (as described in
                  Regulation 3942.03). (04/01/01)

                  If the designated primary market for a component stock does
                  not open on the day scheduled for the determination of the
                  final settlement price, then the final settlement price shall
                  be based on the next opening prices for such component stock.
                  (08/01/00)

3942.03           The Final Settlement Day -- The final settlement day shall be
                  defined as the third Friday of the contract month, or if the
                  Dow Jones Utility Average is not scheduled to be published for
                  that day, the first preceding business day for which the Dow
                  Jones Utility Average is scheduled to be published. (04/01/01)

3947.01           Payment --  See Regulation 1049.04. (08/01/00)

3948.01           Disclaimer

                  CBOT Dow Jones Utility Average Index futures and futures
                  options contracts are not sponsored, endorsed, sold or
                  promoted by Dow Jones. Dow Jones makes no representation or
                  warranty, express or implied, to the owners of CBOT Dow Jones
                  Utility Average Index futures and futures options contracts or
                  any member of the public regarding the advisability of trading
                  in CBOT Dow Jones Utility Average Index futures and futures
                  options contracts. Dow Jones' only relationship to the
                  Exchange is the licensing of certain trademarks and trade
                  names of Dow Jones and of the Dow Jones Utility Average which
                  is determined, composed and calculated by Dow Jones without
                  regard to the Chicago Board of Trade or CBOT Dow Jones Utility
                  Average Index futures and futures options contracts, Dow Jones
                  has no obligation to take the needs of the Chicago Board of
                  Trade or the owners of CBOT Dow Jones Utility Average Index
                  futures and futures options contracts into consideration in
                  determining, composing or calculating the Dow Jones Utility
                  Average . Dow Jones is not responsible for and has not
                  participated in the determination of the timing of, prices at,
                  or quantities of CBOT Dow Jones Utility Average Index futures
                  and futures options contracts to be listed or in the
                  determination or calculation of the equation by which CBOT Dow
                  Jones Utility Average Index futures and futures options
                  contracts are to be converted into cash. Dow Jones has no



                              Delivery Procedures

                  obligation or liability in connection with the administration,
                  marketing or trading of the CBOT Dow Jones Utility Average
                  Index futures and futures options contracts.

                  DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE
                  COMPLETENESS OF THE DOW JONES UTILITY AVERAGE OR ANY DATA
                  INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY
                  ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES MAKES
                  NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
                  BY THE CHICAGO BOARD OF TRADE, OWNERS OF CBOT DOW JONES
                  UTILITY AVERAGE INDEX FUTURES AND FUTURES OPTIONS CONTRACTS,
                  OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES
                  UTILITY AVERAGE OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES
                  NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
                  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE OR USE WITH RESPECT TO THE DOW JONES UTILITY AVERAGE
                  OR ANY DATA INCLUDED THEREIN, WITHOUT LIMITING ANY OF THE
                  FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR
                  ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR
                  CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
                  NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO
                  THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS
                  BETWEEN DOW JONES AND THE CHICAGO BOARD OF TRADE. (08/01/00)



===============================================================================
Chapter 41
CBOT(R) Dow Jones Transportation Average(SM) Index Futures
===============================================================================

   Ch 41 Trading Conditions...............................................
          4101.00  Authority..............................................
          4102.01  Application of Regulation..............................
          4103.01  Emergencies, Acts of God, Acts of Government...........
          4104.01  Unit of Trading........................................
          4105.01  Months Traded In.......................................
          4106.01  Price Basis............................................
          4107.01  Hours of Trading.......................................
          4108.01  Price Limits and Trading Halts.........................
          4109.01  Last Day of Trading....................................
          4109.02  Liquidation During the Delivery Month..................
          4110.01  Margin Requirements....................................
          4112.01  Position Limits and Reportable Positions...............

   Ch 41 Delivery Procedures..............................................
          4136.01  Standards..............................................
          4142.01  Delivery on Futures Contracts..........................
          4142.02  Final Settlement Price.................................
          4142.03  The Final Settlement Day...............................
          4147.01  Payment................................................
          4148.01  Disclaimer.............................................



===============================================================================
Chapter 41
CBOT(R) Dow Jones Transportation Average(SM) Index/1/
Futures
===============================================================================
Ch 41 Trading Conditions

4101.00    Authority --  (See 1701.00.) (08/01/00)

4102.01    Application of Regulations -- Futures transactions in CBOT Dow Jones
           Transportation Average(SM) ("DJTA") Index contracts shall be subject
           to the general rules of the Association as far as applicable and
           shall also be subject to the regulations contained in this chapter,
           which are exclusively applicable to trading in CBOT Dow Jones
           Transportation Average(SM) Index contracts. (08/01/00)

4103.01    Emergencies, Acts of God, Acts of Government -- If the delivery or
           acceptance or any precondition or requirement of either is prevented
           by strike, fire, accident, act of government, act of God, or other
           emergency, the seller or buyer shall immediately notify the Chairman.
           If the Chairman determines that emergency action may be necessary, he
           shall call a special meeting of the Board and arrange for the
           presentation of evidence respecting the emergency condition. If the
           Board determines that an emergency exists, it shall take such action
           under Rule 180.00 as it deems necessary under the circumstances and
           its decision shall be binding upon all parties to the contract.
           (08/01/00)

4104.01    Unit of Trading-- The unit of trading shall be $20.00 times the Dow
           Jones Transportation Average(SM). The Dow Jones Transportation
           Average(SM) is a price-weighted composite index of twenty (20) U.S.
           stocks. (08/01/00)

4105.01    Months Traded In -- The months listed for trading are March, June,
           September, and December, at the discretion of the Exchange.
           (08/01/00)

4106.01    Price Basis -- The price of the CBOT Dow Jones Transportation
           Average(SM) Index futures shall be quoted in points. One point equals
           $20.00. The minimum price fluctuation shall be one-half (1/2) of one
           point, or $10.00 per contract. Contracts shall not be made on any
           other price basis. (08/01/00)

4107.01    Hours of Trading -- The hours of trading for future delivery in CBOT
           Dow Jones Transportation Average(SM) Index futures shall be
           determined by the Board.

           The market shall be opened and closed for all months simultaneously,
           or in such other manner as the Regulatory Compliance Committee shall
           direct. (08/01/00)

4108.01    Price Limits and Trading Halts (See Regulation 1008.01.) (08/01/00)

4109.01    Last Day of Trading -- The last day of trading in CBOT Dow Jones
           Transportation Average(SM) Index futures contracts deliverable in the
           current delivery month shall be the trading day immediately preceding
           the final settlement day (as described in Regulation
_________________________
/1/   "Dow Jones", "Dow Jones Transportation Average" and "DJTA" are service
   marks of Dow Jones & Company, Inc. and have been licensed for use for certain
   purposes by the Board of Trade of the City of Chicago (CBOT(R)). The CBOT's
   futures and futures options contracts based on the Dow Jones Transportation
   Average are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow
   Jones makes no representation regarding the advisability of trading in such
   product(s).



                           Ch 41 Trading Conditions

           4142.03).(08/01/00)


4109.02    Liquidation During the Delivery Month -- After trading in
           contracts for future delivery in the current delivery month
           has ceased, in accordance with Regulation 4109.01 of this
           chapter, outstanding contracts for such delivery shall be
           liquidated by cash settlement as prescribed in Regulation
           4142.01. (08/01/00)

4110.01    Margin Requirements -- Margin requirements shall be as determined by
           the Board by regulation. (08/01/00)

4112.01    Position Limits and Reportable Positions --  (See 425.01.) (08/01/00)



Delivery Procedures

4136.01    Standards -- The contract grade shall be the final settlement price
           (as described in Regulation 4142.02) of the Dow Jones Transportation
           Average(SM) Index on final settlement day (as described in Regulation
           4142.03). 08/01/00)

4142.01    Delivery on Futures Contracts -- Delivery against the CBOT Dow Jones
           Transportation Average(SM) Index Futures contract must be made
           through the Clearing Corporation. Delivery under these regulations
           shall be on the final settlement day (as described in regulation
           4142.03) and shall be accomplished by cash settlement as hereinafter
           provided.

           Clearing members holding open positions in a CBOT Dow Jones
           Transportation Average(SM) Index futures contract at the time of
           termination of trading shall make payment to and receive payment
           through the Clearing Corporation in accordance with normal variation
           settlement procedures based on a settlement price equal to the final
           settlement price (as described in Regulation 4142.02). (08/01/00)

4142.02    Final Settlement Price-- The final settlement price shall be
           determined on the final settlement day. The final settlement price
           shall be $20.00 times a Special Open Quotation (SOQ) of the Dow Jones
           Transportation Average(SM) Index based on the opening prices of the
           component stocks in the index, or on the last sale price of a stock
           that does not open for trading on the regularly scheduled day of
           final settlement (as described in Regulation 4142.03).

           If the designated primary market for a component stock in the index
           does not open on the day scheduled for the determination of the final
           settlement price, then the final settlement price shall be based on
           the next opening price for such component stock. (08/01/00)

4142.03    The Final Settlement Day -- The final settlement day shall be defined
           as the third Friday of the contract month, or if the Dow Jones
           Transportation Average(SM) is not scheduled to be published for that
           day, the first preceding business day for which the Dow Jones
           Transportation Average(SM) is scheduled to be published. (08/01/00)

4147.01    Payment -- (See Regulation 1049.04.) (08/01/00)

4148.01    Disclaimer

           CBOT Dow Jones Transportation Average(SM) Index futures and futures
           options contracts are not sponsored, endorsed, sold or promoted by
           Dow Jones. Dow Jones makes no representation or warranty, express or
           implied, to the owners of CBOT Dow Jones Transportation Average(SM)
           Index futures and futures options contracts or any member of the
           public regarding the advisability of trading in CBOT Dow Jones
           Transportation Average(SM) Index futures and futures options
           contracts. Dow Jones' only relationship to the Exchange is the
           licensing of certain service marks and trade names of Dow Jones and
           of the Dow Jones Transportation Average(SM) which is determined,
           composed and calculated by Dow Jones without regard to the Chicago
           Board of Trade or CBOT Dow Jones Transportation Average(SM) Index
           futures and futures options contracts, Dow Jones has no obligation to
           take the needs of the Chicago Board of Trade or the owners of CBOT
           Dow Jones Transportation Average(SM) Index futures and futures
           options contracts into consideration in determining, composing or
           calculating the Dow Jones Transportation Average(SM). Dow Jones is
           not responsible for and has not participated in the determination of
           the timing of, prices at, or quantities of CBOT Dow Jones
           Transportation



                           Ch 41 Delivery Procedures

           Average(SM) Index futures and futures options contracts to be listed
           or in the determination or calculation of the equation by which CBOT
           Dow Jones Transportation Average(SM) Index futures and futures
           options contracts are to be converted into cash. Dow Jones has no
           obligation or liability in connection with the administration,
           marketing or trading of the CBOT Dow Jones Transportation Average(SM)
           Index futures and futures options contracts.

           DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
           THE DOW JONES TRANSPORTATION AVERAGE(SM) OR ANY DATA INCLUDED THEREIN
           AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
           INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
           IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE CHICAGO BOARD OF TRADE,
           OWNERS OF CBOT DOW JONES TRANSPORTATION AVERAGE(SM) INDEX FUTURES AND
           FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE
           OF THE DOW JONES TRANSPORTATION AVERAGE(SM) OR ANY DATA INCLUDED
           THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
           EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR
           A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES
           TRANSPORTATION AVERAGE(SM) OR ANY DATA INCLUDED THEREIN, WITHOUT
           LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY
           LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR
           CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
           THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY
           BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND
           THE CHICAGO BOARD OF TRADE. (08/01/00)




=========================================================================================================
Chapter 43
CBOT(R) Dow Jones Industrial Average(SM) Index Futures
=========================================================================================================
                                                                                                  
     Ch 43 Trading Conditions.....................................................................
            4301.00   Authority...................................................................
            4302.01   Application of Regulation...................................................
            4303.01   Emergencies, Acts of God, Acts of Government................................
            4304.01   Unit of Trading.............................................................
            4305.01   Months Traded In............................................................
            4306.01   Price Basis.................................................................
            4307.01   Hours of Trading............................................................
            4308.01   Price Limits and Trading Halts..............................................
            4309.01   Last Day of Trading.........................................................
            4309.02   Liquidation During the Delivery Month.......................................
            4310.01   Margin Requirements.........................................................
            4312.01   Position Limits and Reportable Positions....................................

     Ch 43 Delivery Procedures....................................................................
            4336.01   Standards...................................................................
            4342.01   Delivery on Futures Contracts...............................................
            4342.02   Final Settlement Price......................................................
            4342.03   The Final Settlement Day....................................................
            4347.01   Payment.....................................................................
            4348.01   Disclaimer..................................................................




================================================================================
 Chapter 43
 CBOT(R) Dow Jones Industrial Average(SM) Index/1/ Futures

================================================================================
 Ch 43 Trading Conditions

 4301.00   Authority - (See 1701.00)  (11/01/97)

 4302.01   Application of Regulations - Futures transactions in CBOT Dow Jones
 Industrial Average(SM) ("DJIA") Index contracts shall be subject to the general
 rules of the Association as far as applicable and shall also be subject to the
 regulations contained in this chapter, which are exclusively applicable to
 trading in CBOT Dow Jones Industrial Average(SM) Index contracts. (09/01/00)

 4303.01   Emergencies, Acts of God, Acts of Government - If delivery or
 acceptance or any precondition or requirement of either, is prevented by
 strike, fire, accident, act of government, act of God or other emergency, the
 seller or buyer shall immediately notify the Chairman. If the Chairman
 determines that emergency action may be necessary, he shall call a special
 meeting of the Board and arrange for the presentation of evidence respecting
 the emergency condition. If the Board determines that an emergency exists, it
 shall take such action under Rule 180.00 as it deems necessary under the
 circumstances and its decision shall be binding upon all parties to the
 contract. (11/01/97)

 4304.01   Unit of Trading - The unit of trading shall be $10.00 times the Dow
 Jones Industrial Average(SM). The Dow Jones Industrial Average(SM) is a price-
 weighted composite index of 30 stocks. (11/01/97)

 4305.01   Months Traded In - The months listed for trading are March, June,
 September and December, at the discretion of the Exchange. (11/01/97)

 4306.01   Price Basis - The price of the CBOT Dow Jones Industrial Average(SM)
 Index futures shall be quoted in points. One point equals $10.00. The minimum
 price fluctuation shall be one point per contract. Contracts shall not be made
 on any other price basis. (11/01/97)

 4307.01   Hours of Trading - The hours of trading for future delivery in CBOT
 Dow Jones Industrial Average(SM) Index futures shall be determined by the
 Board.

 The market shall be opened and closed for all months simultaneously, or in such
 other manner as the Regulatory Compliance Committee shall direct. (11/01/97)

 4308.01   Price Limits and Trading Halts - (See Regulation 1008.01) (11/01/97)

 4309.01   Last Day of Trading - The last day of trading in CBOT Dow Jones
 Industrial Average
_____________________
1          "Dow Jones(SM)", "The Dow(SM)", Dow Jones Industrial Average(SM)" and
           "DJIA(SM)" are service marks of Dow Jones & Company, Inc. and have
           been licensed for use for certain purposes by the Board of Trade of
           the City of Chicago ("CBOT".). The CBOT's futures and futures option
           contracts based on the Dow Jones Industrial Average(SM) are not
           sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones,
           and Dow Jones makes no representation regarding the advisability of
           trading in such product(s).



                           Ch 43 Trading Conditions
                           ------------------------

Index futures contracts deliverable in the current delivery month shall be the
trading day immediately preceding the final settlement day (as described in
Regulation 4342.03). (11/01/97)

4309.02    Liquidation During the Delivery Month - After trading in contracts
for future delivery in the current delivery month has ceased, in accordance with
Regulation 4309.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 4342.01.
(11/01/97)

4310.01    Margin Requirements - (See Regulation 431.03) (11/01/97)

4312.01    Position Limits and Reportable Positions - (See Regulation 425.01)
(11/01/97)



Ch 43 Delivery Procedures

4336.01    Standards - The contract grade shall be the final settlement price
(as described in Regulation 4342.02) of the Dow Jones Industrial Average(SM)
Index on final settlement day (as described in Regulation 4342.03). (11/01/97)

4342.01    Delivery on Futures Contracts - Delivery against the CBOT Dow Jones
Industrial Average(SM) Index Futures contract must be made through the Clearing
Corporation. Delivery under these regulations shall be on the final settlement
day (as described in regulation 4342.03) and shall be accomplished by cash
settlement as hereinafter provided.

Clearing members holding open positions in a CBOT Dow Jones Industrial
Average(SM) Index futures contract at the time of termination of trading shall
make payment to and receive payment through the Clearing Corporation in
accordance with normal variation settlement procedures based on a settlement
price equal to the final settlement price (as described in Regulation 4342.02).
(11/01/97)

4342.02    Final Settlement Price - The final settlement price shall be
determined on the final settlement day. The final settlement price shall be $10
times a Special Open Quotation (SOQ) of the Dow Jones Industrial Average(SM)
Index based on the opening prices of the component stocks in the index, or on
the last sale price of a stock that does not open for trading on the regularly
scheduled day of final settlement (as described in Regulation 4342.03).

If the New York Stock Exchange ("NYSE") does not open on the day scheduled for
the determination of the final settlement price, then the NYSE-stock component
of the final settlement price shall be based on the next opening prices for NYSE
stocks. (11/01/97)

4342.03    The Final Settlement Day - The final settlement day shall be defined
as the third Friday of the contract month, or if the Dow Jones Industrial
Average(SM) is not published for that day, the first preceding business day for
which the Dow Jones Industrial Average(SM) is scheduled to be published.
(11/01/97)

4347.01    Payment - (See Regulation 1049.04.) (11/01/97)

4348.01    Disclaimer -

CBOT Dow Jones Industrial Average(SM) Index futures and futures options
contracts are not sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones
makes no representation or warranty, express or implied, to the owners of CBOT
Dow Jones Industrial Average(SM) Index futures and futures options contracts or
any member of the public regarding the advisability of trading in CBOT Dow Jones
Industrial Average(SM) Index futures and futures options contracts. Dow Jones'
only relationship to the Exchange is the licensing of certain trademarks and
trade names of Dow Jones and of the Dow Jones Industrial Average(SM) which is
determined, composed and calculated by Dow Jones without regard to the Chicago
Board of Trade or CBOT Dow Jones Industrial Average(SM) Index futures and
futures options contracts. Dow Jones has no obligation to take the needs of the
Chicago Board of Trade or the owners of CBOT Dow Jones Industrial Average(SM)
Index futures and futures options contracts into consideration in determining,
composing or calculating the Dow Jones Industrial Average(SM). Dow Jones is not
responsible for and has not participated in the determination of the timing of,
prices at, or quantities of CBOT Dow Jones Industrial Average(SM) Index futures
and futures options contracts to be listed or in the determination or
calculation of the equation by which CBOT Dow Jones Industrial Average(SM) Index
futures and futures options contracts are to be converted into cash. Dow Jones
has no obligation or liability in connection with the administration, marketing
or trading of the CBOT Dow Jones Industrial Average(SM) Index futures and
futures options contracts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF CBOT DOW JONES INDUSTRIAL AVERAGE(SM) INDEX
FUTURES AND FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW
JONES MAKES NO EXPRESS OR IMPLIED



                           Ch 43 Delivery procedures
                           -------------------------

WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL
AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND THE
CHICAGO BOARD OF TRADE. (11/01/97)





=======================================================================================================
Chapter 44
CBOT(R) Dow Jones Industrial Average(SM) Index Futures Options
=======================================================================================================
                                                                                                
    Ch 44 Trading Conditions.....................................................................
           4401.00  Authority....................................................................
           4401.01  Application of Regulations...................................................
           4402.01  Nature of CBOT Dow Jones Industrial Average(SM) Index Futures Put Options....
           4402.02  Nature of Dow Jones Industrial Average(SM) Index Futures Call Options........
           4403.01  Trading Unit.................................................................
           4404.01  Striking Prices..............................................................
           4405.01  Payment of Option Premium....................................................
           4406.01  Option Premium Basis.........................................................
           4407.01  Exercise of Option...........................................................
           4407.02  Automatic Exercise...........................................................
           4408.01  Expiration of Option.........................................................
           4409.01  Months Traded In.............................................................
           4410.01  Trading Hours................................................................
           4411.01  Position Limits and Reportable Positions.....................................
           4412.01  Margin Requirements..........................................................
           4413.01  Last Day of Trading..........................................................
           4414.01  Option Premium Fluctuation Limits............................................
           4414.02  Trading Halts on Project A.02................................................
           4415.01  Disclaimer...................................................................




================================================================================
Chapter 44
CBOT(R) Dow Jones Industrial Average(SM) Index/1/
Futures Options
================================================================================

Ch 44 Trading Conditions

4401.00   Authority - (See Rule 2801.00) (11/01/97)

4401.01   Application of Regulations - Transactions in put and call options on
CBOT Dow Jones Industrial Average(SM) ("DJIA") Index futures contracts shall be
subject to the general rules of the Association as far as applicable and shall
also be subject to the regulations contained in this chapter which are
exclusively applicable to trading in put and call options on CBOT Dow Jones
Industrial Average(SM) Index futures contracts. (See Rule 490.00) (09/01/00)

4402.01   Nature of CBOT Dow Jones Industrial Average(SM) Index Futures Put
Options- The buyer of one (1) CBOT Dow Jones Industrial Average(SM) Index
futures put option may exercise his option at any time prior to expiration
(subject to Regulation 4407.01), to assume a short position in one (1) CBOT Dow
Jones Industrial Average(SM) Index futures contract of a specified contract
month at a striking price set at the time the option was purchased. The seller
of one (1) CBOT Dow Jones Industrial Average(SM) Index futures put option incurs
the obligation of assuming a long position in one (1) CBOT Dow Jones Industrial
Average(SM) Index futures contract of a specified contract month at a striking
price set at the time the option was sold, upon exercise by a put option buyer.
(11/01/97)

4402.02   Nature of Dow Jones Industrial Average(SM) Index Futures Call
Options -The buyer of one (1) CBOT Dow Jones Industrial Average(SM) Index
futures call option may exercise his option at any time prior to expiration
(subject to Regulation 4407.01), to assume a long position in one (1) CBOT Dow
Jones Industrial Average(SM) Index futures contract of a specified contract
month at a striking price set at the time the option was purchased. The seller
of one (1) CBOT Dow Jones Industrial Average(SM) Index futures call option
incurs the obligation of assuming a short position in one (1) CBOT Dow Jones
Industrial Average(SM) Index futures contract of a specified contract month at a
striking price set at the time the option was sold, upon exercise by a call
option buyer. (11/01/97)

4403.01   Trading Unit - One (1) CBOT Dow Jones Industrial Average(SM) Index
futures contract of a specified contract month on the Chicago Board of Trade.
(11/01/97)

4404.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one hundred (100) index points per
CBOT Dow Jones Industrial Average Index futures contract and in integral
multiples of two hundred (200) index points per CBOT Dow Jones Industrial
Average(SM) Index futures contract as follows:

A.   At the commencement of trading for quarterly and non-quarterly expirations,
     the following strike prices in one hundred point intervals shall be listed:
     one with a striking price closest to the previous day's settlement price on
     the underlying CBOT Dow Jones Industrial Average Index futures contract and
     the next twenty consecutive higher and the next twenty consecutive lower
     striking prices closest to the previous day's settlement price. If the
     previous day's settlement price is midway between two striking prices, the
     closest price shall be the larger of the two. Over time new striking prices
     will be added

____________

/1/  "Dow Jones(SM)", "The Dow(SM)", "Dow Jones Industrial Average(SM)", and
     "DJIA(SM)" are service marks of Dow Jones & Company, Inc. and have been
     licensed for use for certain purposes by the Board of Trade of the City of
     Chicago ("CBOT."). The CBOT's futures and futures options contracts based
     on the Dow Jones Industrial Average(SM) are not sponsored, endorsed, sold
     or promoted by Dow Jones, and Dow Jones makes no representation regarding
     the advisability of trading in such product(s).



                           Ch 44 Trading Conditions
                           ------------------------

     to ensure that at least twenty one hundred point striking prices always
     exist above and below the previous day's settlement price in the underlying
     futures.

B.   At the commencement of trading for quarterly and non-quarterly expirations,
     the following strike prices in two hundred point intervals shall be listed:
     the next twenty consecutive higher and the next twenty consecutive lower
     strike prices above and below the strike price band as stipulated in
     Regulation 4404.01(A). Over time new striking prices will be added to
     ensure that at least twenty striking prices in two hundred point intervals
     always exist above and below the strike price band as stipulated in
     Regulation 4404.01(A).

C.   All new strike prices will be added prior to the opening of trading on the
     following business day. The Exchange may modify the procedure for the
     introduction of striking prices as it deems appropriate in order to respond
     to market conditions. (10/01/99)

4405.01   Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (11/01/97)

4406.01   Option Premium Basis - The premium for CBOT Dow Jones Industrial
Average(SM) Index futures options shall be in multiples of one-half (1/2) of one
index point of a CBOT Dow Jones Industrial Average(SM) Index futures contract
which shall equal $5.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $5.00 in $1.00 increments per option contract.
(11/01/97)

4407.01   Exercise of Option - The buyer of a CBOT Dow Jones Industrial
Average(SM) Index futures option may exercise the option on any business day
prior to expiration by giving notice of exercise to the Clearing Corporation by
6:00 p.m., or by such other time designated by the Board of Directors, on such
day. (12/01/99)

4407.02   Automatic Exercise - Notwithstanding the provisions of Regulation
4407.01, for options with quarterly expirations, all in-the-money2 options shall
be automatically exercised after 6:00 p.m. on the business day following the
last day of trading, unless notice to cancel automatic exercise is given to the
Clearing Corporation. Notwithstanding the provisions of Regulation 4407.01, for
options with non-quarterly expirations, all in-the-money options shall be
automatically exercised after 6:00 p.m. on the last day of trading, unless
notice to cancel automatic exercise is given to the Clearing Corporation.

For options with quarterly expirations, notice to cancel automatic exercise
shall be given to the Clearing Corporation by 6:00 p.m., or by such other time
designated by the Board of Directors, on the business day following the last day
of trading. For options with non-quarterly expirations, notice to cancel
automatic exercise shall be given to the Clearing Corporation by 6:00 p.m., or
by such other time designated by the Board of Directors, on the last day of
trading. (12/01/99)

4408.01   Expiration of Option - Unexercised CBOT Dow Jones Industrial
Average(SM) Index futures options with quarterly expirations shall expire at
7:00 p.m. on the business day following the last day of trading.

Unexercised CBOT Dow Jones Industrial Average(SM) Index futures options with
non-quarterly expirations shall expire at 7:00 p.m. on the last day of trading.
(11/01/97)

4409.01   Months Traded In - The months listed for trading are January through
December at the discretion of the Exchange; provided however, that the Exchange
may determine not to list a contract month. For options that are traded in
months in which CBOT Dow Jones Industrial Average(SM) Index futures are not
traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the October or November option contract is the December futures
contract. (01/01/98)

4410.01   Trading Hours - The hours of trading of options on CBOT Dow Jones
Industrial

_______________

/2/  An option is in-the-money if the settlement price of the underlying futures
     contract is less in the case of a put, or greater in the case of a call
     than the exercise price for the option.



                           Ch 44 Trading Conditions
                           ------------------------

Average(SM) Index futures contracts shall be determined by the Board.
On the last day of trading in an expiring option the closing time for such
option shall be the same as the underlying futures contract, subject to the
provisions of the second paragraph of Rule 1007.00. On the last day of trading
in an expiring option, the expiring CBOT Dow Jones Industrial Average(SM) Index
futures options shall be closed with a public call, made strike price by strike
price, conducted by such persons as the Regulatory Compliance Committee shall
direct. CBOT Dow Jones Industrial Average(SM) Index futures options shall be
opened and closed for all months and strike prices simultaneously or in such a
manner as the Regulatory Compliance Committee shall direct. (11/01/97)

4411.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(10/01/00)

4412.01   Margin Requirements - (See Regulation 431.05) (11/07/97)

4413.01   Last Day of Trading - For options expiring on the quarterly cycle,
trading shall terminate at the same date and time as the underlying futures
contract. For options that expire in months other than those in the quarterly
cycle, options trading shall terminate on the third Friday of the option
contract month, at the end of the regular trading session. If that day is not an
Exchange business day, options trading shall terminate on the first preceding
business day. (11/01/97)

4414.01   Option Premium Fluctuation Limits - Option premium limits for the CBOT
Dow Jones Industrial Average(SM) Index futures options shall correspond to the
daily trading limit in effect at that time for the underlying futures contract
as specified in Regulation 1008.01F. There shall be no trading in any option
contract during a period in which trading in the underlying future is halted as
specified in Regulation 1008.01F. On the first day of trading, limits shall be
set from the lowest premium of the opening range. (11/01/97)

4414.02   Trading Halts on e-cbot - There shall be no trading in any option
contract during e-cbot trading hours when the CBOT Dow Jones Industrial
Average(SM) Index primary futures contract is limit bid or limit offered at the
e-cbot price limit. (09/01/00)

4415.01   Disclaimer -

CBOT Dow Jones Industrial Average(SM) Index futures and futures options are not
sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones makes no
representation or warranty, express or implied, to the owners of CBOT Dow Jones
Industrial Average(SM) Index futures and futures options contracts or any member
of the public regarding the advisability of trading in CBOT Dow Jones Industrial
Average(SM) Index futures and futures options contracts. Dow Jones' only
relationship to the Exchange is the licensing of certain trademarks and trade
names of Dow Jones and of the Dow Jones Industrial Average(SM) which is
determined, composed and calculated by Dow Jones without regard to the Chicago
Board of Trade or CBOT Dow Jones Industrial Average(SM) Index futures and
futures options contracts. Dow Jones has no obligation to take the needs of the
Chicago Board of Trade or the owners of CBOT Dow Jones Industrial Average(SM)
Index futures and futures options contracts into consideration in determining,
composing or calculating the Dow Jones Industrial Average(SM). Dow Jones is not
responsible for and has not participated in the determination of the timing of,
prices at, or quantities of CBOT Dow Jones Industrial Average(SM) Index futures
and futures options contracts to be listed or in the determination or
calculation of the equation by which CBOT Dow Jones Industrial Average(SM) Index
futures and futures options contracts are to be converted into cash. Dow Jones
has no obligation or liability in connection with the administration, marketing
or trading of CBOT Dow Jones Industrial Average(SM) Index futures and futures
options contracts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
CHICAGO BOARD OF TRADE, OWNERS OF CBOT DOW JONES INDUSTRIAL AVERAGE(SM) INDEX
FUTURES AND FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW
JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF



                           Ch 44 Trading Conditions
                           ------------------------

THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO
THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES
AND THE CHICAGO BOARD OF TRADE. (11/01/97)



================================================================================
Chapter 45
Long Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac Reference Notes(SM)
(6 Years 6 Months - 10 Years 3 Months)
================================================================================

                                                                                                         
         Ch45 Trading Conditions............................................................................4502
                4501.00      Authority......................................................................4502
                4502.01      Application of Regulation......................................................4502
                4503.01      Emergencies, Acts of God, Acts of Government...................................4502
                4504.01      Unit of Trading................................................................4503
                4505.01      Months Traded In...............................................................4503
                4506.01      Price Basis....................................................................4503
                4507.01      Hours of Trading...............................................................4503
                4509.01      Last Day of Trading............................................................4503
                4509.02      Liquidation in the Last Seven Days of Delivery Months..........................4503
                4510.01      Margin Requirements............................................................4503
                4512.02      Position Limits and Reportable Positions.......................................4503
                4513.01      All-Or-None Orders.............................................................4503

         Ch45 Delivery Procedures...........................................................................4504
                4536.01      Standards......................................................................4504
                4542.01      Deliveries of Futures Contracts................................................4504
                4542.02      Wire Failure...................................................................4505
                4546.01      Date of Delivery...............................................................4505
                4547.01      Delivery Notices...............................................................4505
                4548.01      Method of Delivery.............................................................4505
                4549.00      Time of Delivery, Payment, Form of Delivery Notice.............................4505
                4549.02      Buyer's Report of Eligibility to Receive Delivery..............................4505
                4549.03      Seller's Invoice to Buyers.....................................................4505
                4549.04      Payment........................................................................4505
                4549.05      Buyers Banking Notification....................................................4505
                4550.00      Duties of Members..............................................................4506
                4551.01      Office Deliveries Prohibited...................................................4506
                4554.00      Failure to Accept Delivery.....................................................4506

         Ch45 Regularity of Banks....-......................................................................4507
                4580.01      Banks..........................................................................4507



                                     4501


================================================================================
Chapter 45
Long Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac Reference Notes(SM)
(6 Years 6 Month - 10 Years 3 Months)
================================================================================

*Note:  These contracts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch45 Trading Conditions

4501.00   Authority - (See Rule 1701.00) (04/01/00)

4502.01   Application of Regulation - Futures transactions in Long Term Fannie
Mae(R) Benchmark Notes(SM) and Freddie Mac Reference Notes(SM) shall be subject
to the general rules of the Association as far as applicable and shall also be
subject to the regulations contained in this chapter, which are exclusively
applicable to trading in Long Term Fannie Mae Benchmark Notes and Freddie Mac
Reference Notes. Long Term Fannie Mae Benchmark Notes and Freddie Mac Reference
Notes are listed for trading by the Association pursuant to Commodity Futures
Trading Commission exchange certification procedures. (02/01/01)

4503.01   Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
Fannie Mae Benchmark Notes and/or Freddie Mac Reference Notes, it may, upon a
two-thirds vote under Rule 180.00, take such action as may be in the Board's
sole discretion appear necessary to prevent, correct or alleviate the condition.
Without limiting the foregoing or the authority of the Board under Rule 180.00,
the Board may:

     (1)  designate as deliverable, callable Fannie Mae Benchmark Notes and
     Bonds, and/or Freddie Mac Reference Notes and Bonds otherwise meeting the
     specifications and requirements stated in this chapter;

     (2)  designate as deliverable one or more issues of Fannie Mae Benchmark
     Notes and Freddie Mac Reference Notes and/or Fannie Mae Benchmark Bonds and
     Freddie Mac Reference Bonds having maturities shorter than six and one-half
     years, or longer than ten years three months and otherwise meeting the
     specifications and requirements stated in this chapter; and/or

                                     4502


                              Regularity of Banks
                              -------------------


     (3) determine a cash settlement based on the current cash value of an 6%
     coupon rate, six and one-half years to ten years three months Fannie Mae
     Benchmark Note and/or Freddie Mac Reference Note, as determined by using
     the current market yield curve for Fannie Mae Benchmark Notes and Freddie
     Mac Reference Notes on the last day of trading. (04/01/00)

4504.01   Unit of Trading - The unit of trading shall be Fannie Mae Benchmark
Notes or Freddie Mac Reference Notes having a face value at maturity of one
hundred thousand dollars ($100,000) or multiples thereof. (04/01/00)

4505.01   Months Traded In - Trading in Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures may be scheduled in such months as determined
by the Exchange. (04/01/00)

4506.01   Price Basis - Minimum price fluctuations shall be in multiples of one-
half of one thirty-second (1/32) point per 100 points ($15.625 rounded up to the
nearest 1(cent) per contract) except for intermonth spreads, where minimum price
fluctuations shall be in multiples of one-fourth of one thirty-second point per
100 points ($7.8125 per contract). Par shall be on the basis of 100 points.
Contracts shall not be made on any other price basis. (02/01/01)

4507.01   Hours of Trading - The hours of trading for future delivery in Long
Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes shall be
determined by the Board. On the last day of trading in an expiring future, the
closing time for such future shall be 12:00 noon (Chicago time), subject to the
provisions of the second paragraph of Rule 1007.00.

The market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct. (04/01/00)

4509.01   Last Day of Trading - No trades in Long Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures deliverable in the current month shall be
made during the last seven business days of that month and any contracts
remaining open must be settled by delivery or as provided in Regulation 4509.02
after trading in such contracts has ceased. (04/01/00)

4509.02   Liquidation in the Last Seven Days of Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 4509.01 of this chapter, outstanding contracts may be
liquidated by the delivery of book-entry Fannie Mae Benchmark Notes or Freddie
Mac Reference Notes (Regulation 4542.01) or by mutual agreement by means of a
bona fide exchange of such current futures for actual Fannie Mae Benchmark Notes
or Bonds and/or Freddie Mac Reference Notes or Bonds or comparable instruments.
Such exchange must, in any event, be made no later than the fifth business day
immediately preceding the last business day of the delivery month. (04/01/00)

4510.01   Margin Requirements - (See Regulation 431.03) (04/01/00)

4512.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(04/01/00)

4513.01   All-Or-None Orders - The minimum threshold established for All-Or-None
orders in Long- Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) futures and the Long-Term U.S. Treasury Note Futures/Long-Term Fannie
Mae(R) Benchmark Notes(SM) and Freddie Mac Reference Notes(SM) futures spreads
is one hundred contracts. Such orders must be executed in accordance with
Regulation 331.03. (07/01/00)

                                     4503


                              Delivery Procedures
                              -------------------

Ch45 Delivery Procedures

4536.01   Standards - The contract grade for delivery on futures contracts made
under these regulations shall be non-callable Fannie Mae Benchmark Notes or non-
callable Freddie Mac Reference Notes which have an original issue size of at
least $3 billion and an original maturity of not more than ten years three
months and which have a remaining maturity of not less than six years six months
as defined below. All notes delivered against a contract must be of the same
issue. For settlement, the time to maturity of a given issue is calculated in
complete quarter year increments (e.g., 8 years, 10 months, 17 days is taken to
be 8 years, 9 months) from the first day of the delivery month. The price at
which a note with this time to maturity and with the same coupon rate as this
issue will yield 6%, according to bond tables prepared by the Financial
Publishing Co. of Boston, Mass., is multiplied by the settlement price to arrive
at the amount at which the short invoices the long.

Fannie Mae Benchmark Notes and Freddie Mac Reference Notes deliverable against
futures contracts under these regulations must have semi-annual fixed coupon
payments.

Interest accrued on the notes shall be charged to the long by the short on the
basis of a 360 - day year consisting of twelve 30 - day months.

New issues of Fannie Mae Benchmark Notes and Freddie Mac Reference Notes which
satisfy the standards in this regulation shall be added to the deliverable grade
as they are issued. To be eligible for delivery in the current month, the newly
issued notes must have been issued and settled at least three business days
before the first eligible day for delivery (see 4542.01).

If during the issuance of notes Fannie Mae or Freddie Mac re-opens an existing
issue, thus rendering the existing issue indistinguishable from the newly issued
one, the older issue would be deliverable if it meets the following standards.
The reopening must have an original issue size of at least $3 billion, and meet
the maturity standards of this chapter at the time of the reopening.

The Exchange reserves the right to exclude any new issue from deliverable status
or to further limit outstanding issues from deliverable status. (06/01/01)

4542.01   Deliveries of Futures Contracts - Deliveries against Long Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall be by
book-entry transfer between accounts of Clearing Members at qualified banks
(Regulation 4580.01) in accordance with Department of Housing and Urban
Development Title 24 CFR Part 81. Delivery must be made no earlier than the
first business day of the month and no later than the last business day of the
month. Notice of intention to deliver shall be given to the Board of Trade
Clearing Corporation by 8:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on the second business day preceding
delivery day. In the event the long Clearing Member does not agree with the
terms of the invoice received from the short Clearing Member, the long Clearing
Member must notify the short Clearing Member, and the dispute must be settled by
9:30 a.m. (Chicago time) on delivery day. The short Clearing Member must have
contract grade Fannie Mae Benchmark Notes or Freddie Mac Reference Notes in
place at his bank in acceptable (to his bank) delivery form no later than 10:00
a.m. (Chicago time) on delivery day. The short Clearing Member must notify his
bank (Regulation 4580.01) to transfer contract grade Fannie Mae Benchmark Notes
or Freddie Mac Reference Notes by book-entry to the long Clearing Member's
account at the long Clearing Member's bank on a delivery versus payment basis.
That is, payment shall not be made until the notes are delivered. On delivery
day, the long Clearing Member must make funds available by 7:30 a.m. (Chicago
time) and notify his bank (Regulation 4580.01) to accept contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes and to remit federal funds to
the short Clearing Member's account at the short Clearing Member's bank
(Regulation 4580.01) in payment for delivery of the notes. Contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes must be transferred and
payment must be made before 1:00 p.m. (Chicago time) on delivery day. All
deliveries must be assigned by the Clearing Corporation. Where a commission
house as a member of the Clearing Corporation has an interest both long and
short for customers on its own books, it must tender to the Clearing Corporation
such notices of intention to deliver as it received from its customers who are

                                     4504


                              Delivery Procedures
                              -------------------

short. (04/01/00)

4542.02   Wire Failure - In the event that delivery cannot be accomplished
because of a failure of the Federal Reserve wire or because of a failure of
either the long Clearing Member's bank or the short Clearing Member's bank
access to the Federal Reserve wire, delivery shall be made before 9:30 a.m.
(Chicago time) on the next business day on which the Federal Reserve wire is
operable. Interest shall accrue to the long paid by the short beginning on the
day at which the notes were to be originally delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 4542.01 and 4549.04 and that all other provisions of
Regulations 4542.01 and 4549.04 have been complied with. (04/01/00)

4546.01   Date of Delivery - Delivery of Long Term Fannie Mae Benchmark Notes or
Freddie Mac Reference Notes may be made by the short upon any permissible
delivery day of the delivery month the short may select. Delivery of Long Term
Fannie Mae Benchmark Notes and Freddie Mac Reference Notes must be made no later
than the last business day of that month. (04/01/00)

4547.01   Delivery Notices - (See Regulation 1047.01) (04/01/00)

4548.01   Method of Delivery - (See Regulation 1048.01) (04/01/00)

4549.00   Time of Delivery, Payment, Form of Delivery Notice - (See Rule
1049.00) (04/01/00)

4549.02   Buyer's Report of Eligibility to Receive Delivery - (See Regulation
1049.02) (04/01/00)

4549.03   Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m. (Chicago time), or by such other time designated
by the Board of Directors, on the day of intention except on the last intention
day of the month, where such invoices shall be delivered to the Clearing House
by 3:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors. Upon receipt of such invoices, the Clearing House shall promptly make
them available to buyers to whom they are addressed, by placing them in buyers'
mail boxes provided for that purpose in the Clearing House. (04/01/00)

4549.04   Payment - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payment before 1:00 p.m. (Chicago
time) on the day of delivery, except on banking holidays when delivery must be
taken and payment made before 9:30 a.m. (Chicago time) the next business day.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
accordance with its by-laws and resolutions. (04/01/00)

4549.05   Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (Chicago time) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of Fannie Mae Benchmark Notes or Freddie Mac
Reference Notes. (04/01/00)

4550.00   Duties of Members - (See Rule 1050.00) (04/01/00)

                                     4505


                              Delivery Procedures
                              -------------------

4551.01   Office Deliveries Prohibited - (See Regulation 1051.01) (04/01/00)

4554.00   Failure to Accept Delivery - (See Rule 1054.00) (04/01/00)

                                     4506


                              Regularity of Banks
                              -------------------

Ch45 Regularity of Banks

4580.01   Banks - For purposes of these regulations relating to trading in Long
Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes, the word "Bank"
(Regulation 4542.01) shall mean a U.S. commercial bank (either Federal or State
charter) that is a member of the Federal Reserve System and with capital
(capital, surplus and undivided earnings) in excess of one hundred million
dollars ($100,000,000). (04/01/00)

                                     4507


===============================================================================
Chapter 46A (Standard Options)
Long Term Fannie Mae(R)Benchmark Note(SM) and Freddie Mac Reference Note(SM)
Futures Options
===============================================================================

                                                                                                        
         Ch 46A Trading Conditions.........................................................................4602A
                A4601.00     Authority.....................................................................4602A
                A4601.01     Application of Regulations....................................................4602A
                A4602.01     Nature of Long Term Fannie Mae  Benchmark  Note and Freddie Mac Reference
                             Note Futures Put Options......................................................4602A
                A4602.02     Nature of Long Term Fannie Mae  Benchmark  Note and Freddie Mac Reference
                             Futures Call Options..........................................................4602A
                A4603.01     Trading Unit..................................................................4602A
                A4604.01     Striking Prices...............................................................4603A
                A4605.01     Payment of Option Premium.....................................................4603A
                A4606.01     Option Premium Basis..........................................................4603A
                A4607.01     Exercise of Option............................................................4603A
                A4607.02     Automatic Exercise............................................................4603A
                A4608.01     Expiration of Option..........................................................4604A
                A4609.01     Months Traded In..............................................................4604A
                A4610.01     Trading Hours.................................................................4604A
                A4611.01     Position Limits and Reportable Positions......................................4604A
                A4612.01     Margin Requirements...........................................................4604A
                A4613.01     Last Day of Trading...........................................................4604A



                                     4601A


================================================================================
Chapter 46A(Standard Options)
Long Term Fannie Mae(R)Benchmark Note(SM) and Freddie Mac Reference Note(SM)
Futures Options
================================================================================

*Note: These contacts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch46A Trading Conditions

A46601.00 Authority - (See Rule 2801.00) (04/01/00)

A4601.01  Application of Regulations - Transactions in put and call options on
Long Term Fannie Mae(R) Benchmark Note(SM) and Freddie Mac Reference Note(SM)
futures contracts shall be subject to the general rules of the Association as
far as applicable and shall also be subject to the regulations contained in this
chapter which are exclusively applicable to trading in put and call options on
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures
contracts. (See Rule 490.00.) Options on Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures are listed for trading pursuant to Commodity
Futures Trading Commission exchange certification procedures. (02/01/01)

A4602.01  Nature of Long Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Put Options - - The buyer of one (1) Long Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation A4607.01), to
assume a short position in one (1) Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month at a
striking price set at the time the option was purchased. The seller of one (1)
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures put
option incurs the obligation of assuming a long position in one (1) Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract of a
specified contract month at a striking price set at the time the option was
sold, upon exercise by a put option buyer. (04/01/00)

A4602.02  Nature of Long Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Call Options - The buyer of one (1) Long Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures call option may exercise
his option at any time prior to expiration (subject to Regulation A4607.01), to
assume a long position in one (1) Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month at a
striking price set at the time the option was purchased. The seller of one (1)
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures call
option incurs the obligation of assuming a short position in one (1) Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract of a
specified contract month at a striking price set at the time the option was
sold, upon exercise by a call option buyer. (04/01/00)

A4603.01  Trading Unit - One (1) Long Term Fannie Mae Benchmark Note and Freddie
Mac Reference Note futures contract of a specified contract month on the Chicago
Board of Trade. (04/01/00)

A4604.01  Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one (1) point per Long Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contract. At the
commencement of trading for such option contracts, the following strike prices
shall be listed: one with a striking price closest to the previous day's
settlement price on the underlying Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract, the next fifteen consecutive higher
and the next fifteen consecutive lower striking prices closest to the previous
day's settlement price; and all strike prices listed for all other option

                                     4602A


                           Ch46A Trading Conditions
                           ------------------------

contract months listed at that time. If the previous day's settlement price is
midway between two striking prices, the closest price shall be the larger of the
two. When a sale in the underlying Long Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract occurs at a price greater than or
equal to the fifteenth largest striking price, a new striking price one
increment higher than the existing striking prices will be added. When a sale in
the underlying Long Term Fannie Mae Benchmark Note and Freddie Mac Reference
Note futures contract occurs at a price less than or equal to the fifteenth
smallest striking price, a new striking price one increment lower than the
existing striking prices will be added. When a new strike price is added for an
option contract month, the same strike price will be added to all options
contract months or which that strike price is not already listed. All new strike
prices will be added prior to the opening of trading on the following business
day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (04/01/00)


A4605.01  Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (04/01/00)

A4606.01  Option Premium Basis - The premium for Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures options shall be in multiples of one
sixty-fourth (1/64) of one point ($1,000) of a Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures contract which shall equal $15.63
per 1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (e.g., 10.0%, 10.1%, 10.2%, etc.). (04/01/00)

A4607.01  Exercise of Option - The buyer of a Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures option may exercise the option on
any business day prior to expiration by giving notice of exercise to the
Clearing Corporation by 6:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. (Chicago time)
on the expiration date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions; and

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. (Chicago
          time) on the last day of trading. (04/01/00)

A4607.02  Automatic Exercise - Notwithstanding the provisions of Regulation
4607.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the last day of trading, except that such notice may be given to
the Clearing Corporation prior to 10:00 a.m. (Chicago time) on the expiration
date:

i)        to correct errors or mistakes made in good faith;

ii)       to take appropriate action as the result of unreconciled Exchange
          option transactions; and

                                     4603A


                           Ch46A Trading Conditions
                           ------------------------

iii)      in exceptional cases involving a customer's inability to communicate
          to the member firm exercise instructions or the member firm's
          inability to receive such instructions prior to 6:00 p.m. (Chicago
          time) on the last day of trading. (04/01/00)

A4608.01     Expiration of Option - Unexercised Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures options shall expire at 10:00 a.m.
(Chicago time) on the first Saturday following the last day of trading.
(04/01/00)

A4609.01     Months Traded In - Trading in Long Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures options may be scheduled in such months
as determined by the Exchange. For options that are traded in months in which
Long Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures are
not traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the October or November option contract is the December futures
contract. (04/01/00)

A4610.01     Trading Hours - The hours of trading of options on Long Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall be
determined by the Board. On the last day of trading in an expiring option, the
closing time for such option shall be the same as the close of trading of the
Regular Daytime open outcry trading session for the corresponding Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Long Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures options shall
be opened and closed for all months and strike prices simultaneously or in such
a manner as the Regulatory Compliance Committee shall direct. (04/01/00)

A4611.01     Position Limits and Reportable Positions - (See Regulation 495.01)
(04/01/00)

A4612.01     Margin Requirements - (See Regulation 431.05) (04/01/00)

A4613.01     Last Day of Trading - No trades in Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures put and call options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Long Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures contract on the last Friday which
precedes by at least five business days the last business day of the month
preceding the option month.1 If such Friday is not a business day, or there is a
Friday which is not a business day which precedes by four business days the last
business day of the month preceding the option month, the last day of trading
will be the business day prior to such Friday./1/ (04/01/00)


------------------
/1/  Starting with the June 2001 listing, the Last Day of Trading will be "the
last Friday which precedes by at least two business days the last business day
                                       ---
of the month preceding the option month. If such a Friday is not a business day,
or there is a Friday which is not a business day which precedes by one business
                                                                   ---
day the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday."

                                     4604A


   =========================================================================
   Chapter 47
   Mortgage Futures
   =========================================================================

          Ch47 Trading Conditions....................................   4702
               4701.00   Authority...................................   4702
               4702.01   Application of Regulations..................   4702
               4704.01   Unit of Trading.............................   4702
               4705.01   Months Traded In............................   4702
               4706.01   Price Basis.................................   4702
               4707.01   Hours of Trading............................   4702
               4709.01   Last Day of Trading.........................   4702
               4709.02   Liquidation During the Delivery Month.......   4702
               4710.01   Margin Requirements.........................   4702
               4712.01   Position Limits and Reportable Positions....   4702

          Ch47 Delivery Procedures...................................   4703
               4736.01   Standards...................................   4703
               4742.01   Delivery on Futures Contracts...............   4703
               4747.01   Payment.....................................   4703
               4750.01   Index Composition...........................   4703
               4750.02   Disclaimer..................................   4707

                                   4701








================================================================================
ChAPTER 47
Mortgage Futures
================================================================================

Note: These contracts are listed for trading by the Chicago Board of Trade
----
pursuant to Commodity Futures Trading Commission exchange certification
procedures


Ch47 Trading Conditions

4701.00  Authority - Trading in Mortgage futures may be conducted under such
terms and conditions as may be prescribed by regulation. (04/01/01)

4702.01  Application of Regulations - Futures transactions in Mortgage futures
contracts shall be subject to the general rules of the Association as far as
applicable and shall also be subject to the regulations contained in this
chapter, which are exclusively applicable to trading in Mortgage futures
contracts. Mortgage futures are listed for trading by the Association pursuant
to Commodity Futures Trading Commission exchange certification procedures.
(04/01/01)

4704.01  Unit of Trading - The unit of Trading shall be $1,000.00 times The
current Mortgage Price Index. (04/01/01)

4705.01  Months Traded In - Trading shall be conducted the nearest four calendar
months. (04/01/01)

4706.01  Price Basis - The price of Mortgage futures contracts shall be quoted
in points. One point equals $1,00.00. The minimum price fluctuation shall be 1/4
of 1/32 of one point or seven dollars and eighty-one and one-quarter cents
($7.8125), rounded up to the nearest one cent per contract. Contracts shall not
be made on any other price basis. (04/01/01)

4707.01  Hour of Trading - The hours of trading for future delivery in Mortgage
futures shall be determined by the Board. Trading in an expiring futures
contract shall cease at 2.00 p.m. Chicago time on the last trading day of said
futures contract. The market shall be opened and closed for all months
simultaneously or in such other manner as the Regulatory Compliance Committee
shall direct. (04/01/01)

4709.01  Last Day of Trading - The last trading day shall be two business days
before Notification Day for To-Be-Announced delivery of Class A mortgage-backed
securities (where Notification Day for To-Be-Announced delivery of Class A
mortgage-backed securities shall be as defined by the Bond Market Association).
(04/01/01)

4709.02  Liquidation During the Delivery Month - After trading in contracts for
the future delivery in the current delivery month has ceased, in accordance with
Regulation 4709.01 of this chapter, outstanding contracts for such delivery
shall be liquidated by cash settlement as prescribed in Regulation 4742.01
(04/01/01)

4710.01  Margin Requirements - (See Regulation 431.03). (04/01/01)

4712.01  Position Limits and Reportable Positions - (See Regulation 425.01).
(04/01/01)

                                     4702




Ch47 Delivery Procedures

4736.01   Standards - The contract grade shall be $1,000.00 times the closing
value of the Current Mortgage Price Index on the last day of trading, as
determined by the procedure prescribed in Regulation 4750.01. (04/01/01)

4742.01   Delivery on Futures Contracts - Delivery against Mortgage futures
contracts shall be made through the Clearing House. Delivery under these
regulations shall be accomplished by cash settlement as hereinafter provided.

After trading ceases on the last day of trading, the Clearing House shall advise
clearing members holding open positions in current-month Mortgage futures
contracts of the closing value of the Current Mortgage Price Index on the last
day of trading. Clearing members shall make and receive payment through the
Clearing House in accordance with normal variation settlement procedures. The
settlement price on the last day of trading is equal to $1,000.00 times the
closing value of the Current Mortgage Price Index on the last day of trading.
(04/01/01)

4747.01   Payment - (See Regulation 1049.04) (04/01/01)

4750.01   Index Composition - The Current Mortgage Price Index will be
calibrated and valued in accordance with the following criteria:

(a)  Index Calibration: Each Mortgage futures contract will be listed on the
seventh business day of the month four months prior to that contract's
expiration month. The Current Mortgage Price Index underlying that contract will
be calibrated on the fifth business day of the month of that contract's listing
according to the following procedure:

(1)  Determination of eligible mortgage coupon levels for inclusion in the
Current Mortgage Price Index.

     (A)  The Exchange or its approved index administrator will use data
     published by the Securities Industry Automation Corporation (or other data
     provider approved by the Exchange) to identify all mortgage coupon levels
     at which either the Federal National Mortgage Association (hereafter,
     Fannie Mae) or the Federal Home Loan Mortgage Corporation (hereafter,
     Freddie Mac) over the preceding three calendar months have issued
     mortgage-backed pass-through securities backed solely by conventional
     30-year fixed-rate conforming mortgages.

     (B) For each of the mortgage coupon levels identified in (a.1.A) the
     Exchange or its approved index administrator will obtain from the
     Securities Industry Automation Corporation (or other data provider approved
     by the Exchange) the dollar amounts of issuance of mortgage-backed pass-
     through securities backed solely by conventional 30-year fixed-rate
     conforming mortgages by each of the two agencies (Fannie Mae and Freddie
     Mac) over the preceding three calendar months.

     (C) The Exchange or its approved index administrator will exclude from
     eligibility any mortgage coupon level at which combined issuance by Fannie
     Mae and Freddie Mac over the preceding three calendar months is less than
     5% of total issuance by both agencies at all coupon levels over the
     preceding three calendar months.

     All remaining mortgage coupon levels identified in (a.1.A) will be deemed
     eligible.

(2)  Computation of Average Coupon Price and Par-Adjusted Average Coupon Price.

                                     4703


                           Ch47 Delivery Procedures
                           ------------------------

     (A)  For each agency (Fannie Mae or Freddie Mac) and each eligible mortgage
     coupon level identified in (a.1), the Exchange or its approved index
     administrator will survey seven (7) mortgage-backed securities dealers,
     randomly selected from an Exchange-approved list of seven (7) or more
     mortgage-backed securities dealers, to obtain a price evaluation as
     prescribed in (a.2.B).

     (B)  For the purpose of (a.2.A) a price evaluation will be defined as the
     mortgage-backed securities dealer's closing mark, as of 3:00 p.m. New York
     time, for Class A To-Be-Announced delivery four calendar months from the
     current month, in accordance with the delivery calendar and Good Delivery
     guidelines established by the Bond Market Association. Said closing marks
     must be quoted in points and fractions of 1/32 of one point no smaller than
     one quarter 1/32 of one point (such that par will be on the basis of 100
     points).

     (C)  In the event that circumstances prevent at least seven (7) mortgage-
     backed securities dealers from making price evaluations for any agency
     (Fannie Mae or Freddie Mac) and/or any eligible mortgage coupon level, the
     Exchange may, without prior notice, allow price evaluations to be collected
     from less than seven (7) but no fewer than three (3) mortgage-backed
     securities dealers.

     (D)  For each agency (Fannie Mae or Freddie Mac) and each eligible mortgage
     coupon level, the Exchange or its approved index administrator will compute
     the median price as the median of the price evaluations referenced in
     (a.2.A), (a.2.B), and (a.2.C).

     (E)  For each agency (Fannie Mae or Freddie Mac) and each eligible mortgage
     coupon level, the Exchange or its approved index administrator will use the
     issuance volumes obtained in (a.1.B) and the median prices obtained in
     (a.2.D) to compute an average coupon price equal to the issuance-weighted
     average of the median prices. Specifically, the average coupon price will
     be computed as

     (Sigma)\\k\\ (issuance volume\\k\\ x median price\\k\\) / (Sigma)\\k\\
     (issuance volume\\k\\)

     where the summations are taken over all combinations of agencies and
     eligible mortgage coupon levels. (For example, if the eligible mortgage
     coupon levels for the purpose of computing the average coupon price are 7%,
     7 1/2%, and 8%, then the summations will be taken over Fannie Mae 7%,
     Freddie Mac 7%, Fannie Mae 7 1/2%, Freddie Mac 7 1/2%, Fannie Mae 8%, and
     Freddie Mac 8%.)

     (F)  The Exchange or its approved index administrator will use the average
     coupon price computed in (a.2.E) to compute a par-adjusted average coupon
     price equal to the midpoint of the average coupon price and 100.
     Specifically, the par-adjusted average coupon price will be computed as

     (average coupon price + 100)/2

(3)  Determination of composition of Current Mortgage Price Index.

     (A)  For each eligible mortgage coupon level, the Exchange or its approved
     index administrator will use the issuance volumes obtained in (a.1.B) and
     the median prices obtained in (a.2.D) to compute an agency average coupon
     price equal to the issuance-weighted average of the median prices.
     Specifically, the agency average coupon price will be computed as

     (Sigma)\\k\\ (issuance volume\\k\\ x median price\\k\\) / (Sigma)\\k\\
     (issuance volume\\k\\)

     where the summations are taken over Fannie Mae and Freddie Mac. (For
     example, in computing the agency average coupon price for a coupon level of
     7%, the summations will be taken over Fannie Mae 7% and Freddie Mac 7%.)

                                     4704




                           Ch47 Delivery Procedures
                           ------------------------


     (B)  The Exchange or its approved index administrator will rank each
     eligible mortgage coupon level according to the closeness of its respective
     agency average coupon price and the par-adjusted average coupon price
     (where closeness is defined in terms of absolute value of distance between
     agency average coupon price and par-adjusted average coupon price). First
     rank will correspond to closest, and last rank will correspond to most
     distant.

     If two eligible mortgage coupon levels are tied for first rank, then the
     higher of the two mortgage coupon levels will be assigned first rank, and
     the lower of the two mortgage coupon levels will be assigned second rank.

     (C)  The Exchange or its approved index administrator will use the ranks
     established in (a.3.B) to set the composition of the Current Mortgage Price
     Index as follows:

          The eligible mortgage coupon level with first rank will have an index
          weight of 50%.

          The eligible mortgage coupon levels with second and third rank will
          each have index weights of 25%.

          If (a.1) identifies only one eligible mortgage coupon level, then this
          mortgage coupon level will have an index weight of 100%.

          If (a.1) identifies only two eligible mortgage coupon levels, then
          these mortgage coupon levels will each have index weights of 50%.

     (D)  Once the weights for the Current Mortgage Price Index have been
          determined for a given Mortgage futures contract, they shall remain
          fixed over the life of that contract.

Mortgage coupon levels represented in the Current Mortgage Price Index and the
index weights assigned to individual mortgage coupon levels may vary among
Mortgage futures contracts that differ by expiration month.

(b)  Index Valuation: On the last day of trading of a Mortgage futures
contract, the Exchange or its approved index administrator will compute the
closing value of the Mortgage futures contract according to the following
procedure:

(1)  Survey of market prices

     (A)  The Exchange or its approved index administrator will survey seven(7)
     mortgage-backed securities dealers, randomly selected from an
     Exchange-approved list of seven (7) or more mortgage-backed securities
     dealers, to obtain price evaluations for each agency (Fannie Mae and
     Freddie Mac) at each mortgage coupon level represented in the Current
     Mortgage Price Index for the expiring Mortgage futures contract.

     (B)  For the purpose of (b.1.A) a price evaluation will be defined the
     mortgage-backed securities dealer's closing mark, as of 3:00 p.m. New York
     time for Class A To-Be-Announced delivery in the current calendar month, in
     accordance with the delivery calendar and Good Delivery guidelines
     established by the Bond Market Association. Said closing marks must be
     quoted in points and fractions of 1/32 of one point no smaller than one
     quarter of 1/32 of one point (such that par will be on the basis of 100
     points).

     (C)  In the event that circumstances prevent at least seven (7)
     mortgage-backed securities dealers from making price evaluations for any
     agency (Fannie Mae or Freddie Mac) and/or any mortgage coupon level
     represented in the Current Mortgage Price Index, the Exchange may, without
     prior notice, allow price evaluations to be collected from less than
     seven (7) but no fewer than three (3) mortgage-backed securities dealers.


     (D)  For each agency (Fannie Mae or Freddie Mac) and each mortgage coupon
     level

                                     4705


                           Ch47 Delivery Procedures
                           ------------------------

     represented in the Current Mortgage Price Index, the Exchange or its
     approved index administrator will compute the median price as the median of
     the price evaluations referenced in (b.1.A), (b.1.B), and (b.1.C).

(2)  Valuation of the Current Mortgage Price Index

     (A)    For each mortgage coupon level represented in the Current Mortgage
     Price Index, the Exchange or its approved index administrator will compute
     an adjusted Fannie Mae median price equal to the product of the Fannie Mae
     median price and a cash-flow adjustment factor. Said cash-flow adjustment
     factor will be equal to the sum of one (1) and the cash-flow adjustment
     yield, which sum will be raised to the power of an exponent equal to ten
     (10) divided by three hundred sixty-five (365). Specifically, the cash-
     flow adjustment factor will be equal to

     (1 + cash-flow adjustment yield) /10/365/

     (B)    For the purposes of (b.2.A), the cash-flow adjustment yield will be
     expressed in decimal terms (e.g., 10% will be rendered as 0.10) and will be
     determined according to the following procedure:

     (i)    If, among the mortgage coupon levels represented in the Current
     Mortgage Price Index, there is at least one associated Fannie Mae median
     price above 100 and at least one associated Fannie Mae median price below
     100, then the Exchange or its approved index administrator will select the
     following two mortgage coupon levels:

            that coupon level which is associated with the Fannie Mae median
            price that is closest to 100 among those Fannie Mae median prices
            that are above 100 (hereafter, the low coupon), and

            that coupon level which is associated with the Fannie Mae median
            price that is closest to 100 among those Fannie Mae median prices
            that are below 100 (hereafter, the low coupon).

     The Exchange or its approved index administrator will then compute the
     cash-flow adjustment yield as the weighted average of the high coupon and
     the low coupon, with greater weight given to whichever coupon has a Fannie
     Mae median price closer to 100, and lesser weight given to whichever coupon
     has a Fannie Mae median price further from 100. Specifically, the cash-flow
     adjustment yield will equal

     [((100-low coupon price) x high coupon) + ((high coupon price - 100) x low
     coupon)]

     divided by [high coupon price - low coupon price]

     where "low coupon price" refers to the Fannie Mae median price associated
     with the low coupon and "high coupon price" refers to the Fannie Mae median
     price associated with the high coupon.

     (ii)   If, among the mortgage coupon levels represented in the Current
     Mortgage Price Index, all associated Fannie Mae median prices are above
     100, or all associated Fannie Mae median prices are below 100, then the
     Exchange or its approved index administrator will set the cash-flow
     adjustment yield equal to the mortgage coupon level for which the
     associated Fannie Mae median price is closest to 100.

     (iii)  If, among the mortgage coupon levels represented in the Current
     Mortgage Price Index, there is one associated Fannie Mae median price
     exactly equal to 100, then the Exchange or its approved index administrator
     will set the cash-flow adjustment yield equal to the corresponding mortgage
     coupon level. If, among the mortgage coupon levels represented

                                     4706



                           Ch47 Delivery Procedures
                           ------------------------

     in the Current Mortgage Price Index, there is more than one associated
     Fannie Mae median price precisely equal to 100, then the Exchange or its
     approved  index administrator will set the cash-flow adjustment yield equal
     to the lowest of all mortgage coupon levels for which the associated Fannie
     Mae median prices are precisely equal to 100.

     (C) To each mortgage coupon level represented in the Current Mortgage Price
     Index, the Exchange or its approved index administrator will assign an
     expiry price equal to the lesser of the Freddie Mac median price
     corresponding to that mortgage coupon level or the Fannie Mae median Price
     corresponding to that mortgage coupon level.

     (D) For each mortgage coupon level represented in the Current Mortgage
     Price Index the Exchange or its approved index administrator will compute
     the product of the expiry price assigned to that mortgage coupon level in
     (b.2.C) and the index weight assigned to that mortgage coupon level in
     (a.3.C). The Exchange or its approved index administrator will compute
     expiry value of the Current Mortgage Price Index as the sum of said
     products, with the sum taken across all mortgage coupon levels represented
     in the Current Mortgage Price Index. The closing value of the Mortgage
     futures contract will equal the expiry value of the Current Mortgage Price
     Index rounded down to the nearest one quarter of 1/32. (04/01/01)

4750.02 Disclaimer -- Mortgage futures and futures options are not sponsored or
sold by any agent employed by the Exchange to administer the Current Mortgage
Price Index or by any of the various dealers that evaluate mortgage-backed
securities for purposes of calibrating or evaluating the Current Mortgage Price
Index ("Entities"). These Entities make no representation or warranty, express
or implied, to the owners of Mortgage futures or futures options or any member
of the public regarding the advisability of trading in Mortgage futures or
futures options. These Entities have no obligation to take the needs of the
Board of Trade of the City of Chicago, Inc. or the owners of Mortgage futures
and futures options into consideration in determining, composing, or calculating
the Current Mortgage Price Index. These Entities are not responsible for and
have not participated in the determination of when Mortgage futures and futures
options are listed for trading and (in case of futures options) at what strike
prices or in the determination or calculation of how such Mortgage futures and
futures options may be converted into cash. These entities have no obligation or
liability in connection with the administration, marketing, or trading of
Mortgage futures and futures options.

THESE ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., DO NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE CURRENT MORTGAGE PRICE
INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. THESE ENTITIES, AND THE BOARD OF TRADE OF
THE CITY OF CHICAGO, INC., MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS
TO BE OBTAINED BY THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., OWNERS OF
MORTGAGE FUTURES AND FUTURES OPTIONS, OR ANY OTHER PERSON OR ENTITY, FROM THE
USE OF THE CURRENT MORTGAGE PRICE INDEX OR ANY DATA INCLUDED THEREIN. THESE
ENTITIES AND THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., MAKE NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABLIITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE CURRENT MORTGAGE
PRICE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT SHALL THESE ENTITIES, OR THE BOARD OF TRADE OF THE CITY OF CHICAGO,
INC., HAVE ANY LIABILITY FOR LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS BETWEEN THESE ENTITIES AND BETWEEN THESE ENTITIES AND THE BOARD OF
TRADE OF THE CITY OF CHICAGO, INC., (04/01/01)











================================================================================
Chapter 48
Mortgage Futures Options
================================================================================

                                                                         
    Ch48 Trading Conditions.............................................    4802
         4801.00   Authority............................................    4802
         4801.01   Application of Regulations...........................    4802
         4802.01   Nature of Mortgage Futures Put Options...............    4802
         4802.02   Nature of Mortgage Futures Call Options..............    4802
         4803.01   Trading Unit.........................................    4802
         4804.01   Striking Prices......................................    4802
         4805.01   Payment of Option Premium............................    4803
         4806.01   Option Premium Basis.................................    4803
         4807.01   Exercise of Option...................................    4803
         4808.01   Expiration of Option.................................    4803
         4809.01   Months Traded In.....................................    4803
         4810.01   Trading Hours........................................    4803
         4811.01   Position Limits and Reportable Positions.............    4803
         4812.01   Margin Requirements..................................    4803
         4813.01   Last Day of Trading..................................    4803
         4850.02   Disclaimer...........................................    4803




                                     4801








================================================================================
Chapter 48
Mortgage Futures Options
================================================================================

Note:  These contracts are listed for trading by the Chicago Board of Trade
----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch48 Trading Conditions

4801.00   Authority - Trading in put and call options on Mortgage futures
contracts may be conducted under such terms and conditions as may be prescribed
by regulation. (04/01/01)

4801.01   Application of Regulations - Transactions in put and call options on
Mortgage futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this Chapter which are exclusively applicable to trading in put and
call options on Mortgage futures contracts. (See Rule 490.00.)  Options on
Mortgage futures are listed for trading by the Association pursuant to
Commodity Futures Trading Commission exchange certification procedures.
(04/01/01)

4802.01   Nature of Mortgage Futures Put Options - The buyer of one (1) Mortgage
futures put option may exercise his option at any time prior to expiration
(subject to Regulation 4807.01), to assume a short position in one (1) Mortgage
futures contract of a specified contract month at a strike price set at the time
the option was purchased.  The seller of one (1) Mortgage futures put option
incurs the obligation of assuming a long position in one (1) Mortgage futures
contract of a specified contract month at a strike price set at the time the
option was sold, upon exercise by a put option buyer. (04/01/01)

4802.02   Nature of Mortgage Futures Call Options - The buyer of one (1)
Mortgage futures call option may exercise his option at any time prior to
expiration (subject to Rule 4807.01), to assume a long position in one (1)
Mortgage futures contract of a specified contract month at a strike price set at
the time the option was purchased.  The seller of one (1) Mortgage futures call
option incurs the obligation of assuming a short position in one (1) Mortgage
futures contract of a specified contract month at a strike price set at the time
the option was sold, upon exercise by a call option buyer. (04/01/01)

4803.01   Trading Unit - One (1) Mortgage futures contract of a specified
contract month on the Board of Trade of the City of Chicago, Inc. (04/01/01)

4804.01 Striking Prices - Trading shall be conducted for put and call options
with strike prices in integral multiples of one-half (1/2) point per Mortgage
futures contract. At the commencement of trading for such option contracts, the
following strike prices shall be listed: one with a strike price closest to the
previous day's settlement price on the underlying Mortgage futures contract, the
next fifteen (15) consecutive higher and the next fifteen (15) consecutive lower
strike prices closest to the previous day's settlement price; and all strike
prices listed for all other option contract months listed at the time. If the
previous day's settlement price is midway between two strike prices, the closest
price shall be the larger of the two. When a sale in the underlying Mortgage
futures contract occurs at a price greater than or equal to the fifteenth
largest strike prices, a new strike price one increment higher than the existing
strike prices will be added. When a sale in the underlying Mortgage futures
contract occurs at a price less than or equal to the fifteenth smallest strike
price, a new strike price one increment lower than the existing strike prices
will be added. When a new strike price is added for an option contract month,
the same strike price will be added to all option contract months for which that
strike price is not already listed. All new strike prices will be added prior to
the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of strike prices as
it deems appropriate in order to respond to market conditions. (04/01/01)

                                     4802









                            Ch48 Trading Conditions
                            -----------------------

4805.01   Payment of Option Premium - The option premium must be paid in full by
each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (04/01/01)

4806.01   Option Premium Basis - The premium for Mortgage futures options shall
be in multiples of points and quarters of 1/32 of one point, or seven dollars
and eighty one and one-quarter cents ($7.8125), rounded up to the nearest one
cent, with one point equal to $1,000.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $6.00 in $1.00 increments per option contract.
(04/01/01)

**4807.01 Exercise of Option - The buyer of a Mortgage futures option may
exercise the option on any business day up to and including the day such option
expires by giving notice of exercise to the Clearing House by 6:00 p.m. Chicago
time, or by such other time designated by the Board of Directors, on such day.
In-the-money options** that have not been liquidated or exercised on the last
day of trading in such option shall be automatically exercised in the absence of
contrary instructions delivered to the Clearing House by 6:00 p.m. Chicago time,
or by such other time designated by the Board of Directors, on the last day of
trading by the clearing member representing the option buyer.

**An option is in-the-money if the settlement price of the underlying futures
contract is less in the case of a put, or greater in the case of a call, than
the exercise price of the option. (04/01/01)

4808.01   Expiration of Option - Unexercised Mortgage futures options shall
expire at 6:00 p.m. Chicago time on the day of termination of trading. (See
Regulation 4813.01.) (04/01/01)

4809.01   Months Traded In - Trading shall be conducted in the nearest four
calendar months.) (04/01/01)

4810.01   Trading Hours - The hours of trading for options on Mortgage Futures
shall be determined by the Board.  Trading in an expiring option contract shall
cease at 2:00 p.m. Chicago time on the last trading day of said option contract.
Mortgage futures options shall be opened and closed for all months and strike
prices simultaneously or in such a manner as the Regulatory Compliance Committee
shall direct. On the last day of trading in an expiring option, the expiring
Mortgage futures options shall be closed with a public call, made strike price
by strike price, conducted by such persons as the Regulatory Compliance
Committee shall direct. (04/01/01)

4811.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(04/01/01)

4812.01   Margin Requirements - (See Regulation 431.05) (04/01/01)

4813.01   Last Day of Trading - The last trading day shall be two business
days before Notification Day for To-Be-Announced delivery of Class A
mortgage-backed securities (where Notification Day for To-Be-Announced delivery
of Class A mortgage-backed securities shall be as defined by the Bond Market
Association). (04/01/01)

4850.02   Disclaimer - Mortgage futures and futures options are not sponsored or
sold by any agent employed by the Exchange to administer the Current Mortgage
Price Index or by any of the various dealer that evaluate mortgage-backed
securities for purposes of calibrating or evaluating the Current Mortgage Price
Index ("Entities").  These Entities make no representation or warranty, express
or implied, to the owners of Mortgage futures or futures options or any member
of the public regarding the advisability of trading in Mortgage futures or
futures options. These Entities have no obligation to take the needs of the
Board of Trade of the City of Chicago, Inc. or the owners of Mortgage futures
and futures options into consideration in determining, composing, or calculating
the Current Mortgage Price Index. These Entities are not responsible for and
have not participated in the determination of when Mortgage futures and futures
options are listed for trading and (in the case of futures options) at what
strike prices or in the determination or calculation of how such Mortgage
futures and futures options may be converted into cash. These Entities have no
obligation or liability in connection with the administration, marketing, or
trading of Mortgage futures and futures options.

THESE ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF CHICAGO, INC., DO NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE CURRENT MORTGAGE PRICE
INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN.  THESE ENTITIES, AND THE BOARD OF TRADE
OF THE CITY OF CHICAGO, INC.,     MAKE NO WARRANTY, EXPRESS OR

                                     4803




                            Ch48 Trading Conditions
                            -----------------------

IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BOARD OF TRADE OF THE CITY OF
CHICAGO, INC., OWNERS OF MORTGAGE FUTURES AND FUTURES OPTIONS, OR ANY OTHER
PERSON OR ENTITY, FROM THE USE OF THE CURRENT MORTGAGE PRICE INDEX OR ANY DATA
INCLUDED THEREIN.  THESE ENTITIES, AND THE BOARD OF TRADE OF THE CITY OF
CHICAGO, INC., MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE CURRENT MORTGAGE PRICE INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THESE ENTITIES, OR THE
BOARD OF TRADE OF THE CITY OF CHICAGO, INC., HAVE ANY LIABILITY FOR LOST PROFITS
OR INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE NO
THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN THESE
ENTITIES AND BETWEEN THESE ENTITIES AND THE BOARD OF TRADE OF THE CITY OF
CHICAGO, INC. (04/01/01)

                                     4804



================================================================================
Chapter 53
CBOT(R) Dow Jones Composite Average(SM) Index Futures
================================================================================
                                                                         
     Ch 53 Trading Conditions............................................
          5301.00  Authority.............................................
          5302.01  Application of Regulation.............................
          5303.01  Emergencies, Acts of God, Acts of Government..........
          5304.01  Unit of Trading.......................................
          5305.01  Months Traded In......................................
          5306.01  Price Basis...........................................
          5307.01  Hours of Trading......................................
          5308.01  Price Limits and Trading Halts........................
          5309.01  Last Day of Trading...................................
          5309.02  Liquidation During the Delivery Month.................
          5310.01  Margin Requirements...................................
          5312.01  Position Limits and Reportable Positions..............

     Ch 53 Delivery Procedures...........................................
          5336.01  Standards.............................................
          5342.01  Delivery on Futures Contracts.........................
          5342.02  Final Settlement Price................................
          5342.03  The Final Settlement Day..............................
          5347.01  Payment...............................................
          5348.01  Disclaimer............................................
 



================================================================================
Chapter 53
CBOT(R) Dow Jones Composite Average(SM) Index/1/
Futures
================================================================================

Ch 53 Trading Conditions

5301.00   Authority -  (See Regulation 1701.00.) (08/01/00)


5302.01   Application of Regulation - Futures transactions in CBOT(R) Dow Jones
          Composite Average(SM) Index contracts shall be subject to the general
          rules of the Association as far as applicable and shall also be
          subject to the regulations contained in this chapter, which are
          exclusively applicable to trading in CBOT(R) Dow Jones Composite
          Average(SM) Index contracts. (08/01/00)

5303.01   Emergencies, Acts of God, Acts of Government If the delivery or
          acceptance or any precondition or requirement of either, is prevented
          by strike, fire, accident, act of government, act of God or other
          emergency, the seller or buyer shall immediately notify the Chairman.
          If the Chairman determines that emergency action may be necessary, he
          shall call a special meeting of the Board and arrange for the
          presentation of evidence respecting the emergency condition. If the
          Board determines that an emergency exists, it shall take such action
          under Rule 180.00 as it deems necessary under the circumstances and
          its decision shall be binding upon all parties to the contract.
          (08/01/00)

5304.01   Unit of Trading The unit of trading shall be $20.00 times the Dow
          Jones Composite Average(SM) Index.. The Dow Jones Composite
          Average(SM) Index is a market capitalization-weighted index consisting
          of 65 blue-chip stocks. (08/01/00)

________________________
     /1/ "Dow Jones", "Dow Jones Composite Average" and "DJCA" are service marks
of Dow Jones & Company, Inc. and have been licensed for use for certain purposes
by the Board of Trade of the City of Chicago (CBOT(R)). The CBOT's futures and
futures options contracts based on the Dow Jones Composite Average are not
sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no
representation regarding the advisability of trading in such product(s).



                           Ch 53 Trading Conditions
                           ------------------------

5305.01   Months Traded In - The months listed for trading are March, June,
          September and December, at the discretion of the Exchange. (08/01/00)

5306.01   Price Basis - The price of the CBOT(R) Dow Jones Composite Average(SM)
          Index futures shall be quoted in points and 1/2 points. One point
          equals $20.00 and one-half of one point equals $10.00. The minimum
          price fluctuation shall be one-half of one point per contract.
          Contracts shall not be made on any other price basis. (08/01/00)

5307.01   Hours of Trading - The hours of trading for future delivery in CBOT(R)
          Dow Jones Composite Average(SM) Index futures shall be determined by
          the Board. (08/01/00)

          The market shall be opened and closed for all months simultaneously,
          or in such other manner as the Regulatory Compliance Committee shall
          direct. (08/01/00)

5308.01   Price Limits and Trading Halts - (See Regulation 1008.01.) (08/01/00)

5309.01   Last Day of Trading - The last day of trading in CBOT(R) Dow Composite
          AverageSM Index futures contracts deliverable in the current delivery
          month shall be the trading day immediately preceding the final
          settlement day (as described in Regulation 4542.03). (08/01/00)

5309.02   Liquidation During the Delivery Month - After trading in contracts for
          future delivery in the current delivery month has ceased, in
          accordance with Regulation 4509.01 of this chapter, outstanding
          contracts for such delivery shall be liquidated by cash settlement as
          prescribed in Regulation 4542.01. (08/01/00)

5310.01   Margin Requirements - (See Regulation 431.03.) (08/01/00)

5312.01   Position Limits and Reportable Positions - (See Regulation 425.01.)
          (08/01/00)



Ch 53 Delivery Procedures

5336.01   Standards - The contract grade shall be the final settlement price (as
          described in Regulation 4542.02) of the Dow Jones Composite AverageSM
          Index on final settlement day (as described in Regulation 4542.03).
          (08/01/00)

5342.01   Delivery on Futures Contracts - Delivery against the CBOT(R) Dow Jones
          Composite Average(SM) Index futures contract must be made through the
          Clearing Corporation. Delivery under these regulations shall be on the
          final settlement day (as described in regulation 4542.03) and shall be
          accomplished by cash settlement as hereinafter provided.

          Clearing members holding open positions in a CBOT(R) Dow Jones
          Composite Average(SM) Index futures contract at the time of
          termination of trading shall make payment to and receive payment
          through the Clearing Corporation in accordance with normal variation
          settlement procedures based on a settlement price equal to the final
          settlement price (as described in Regulation 4542.02). (08/01/00)

5342.02   Final Settlement Price - The final settlement price shall be
          determined on the final settlement day. The final settlement price
          shall be $20 times a Special Open Quotation (SOQ) of the Dow Jones
          Composite Average(SM) Index based on the opening prices of the
          component stocks in the index, or on the last sale price of a stock
          that does not open for trading on the regularly scheduled day of final
          settlement (as described in Regulation 4542.03).

          If the designated primary market for a component stock does not open
          on the day scheduled for the determination of the final settlement
          price, then the final settlement price shall be based on the next
          opening price for the component stock.

          If a component stock does not trade on the day scheduled for
          determination of the final settlement price while the primary market
          for the stock is open for trading, the last sale price of the stock
          will be used to calculate the final settlement price. (08/01/00)

5342.03   The Final Settlement Day - The final settlement day shall be defined
          as the third Friday of the contract month, or if the Dow Jones
          Composite Average(SM) is not scheduled to be published for that day,
          the first preceding business day for which the Dow Jones Composite
          Average(SM) is scheduled to be published. (08/01/00)

5347.01   Payment - (See Regulation 1049.04.) (08/01/00)

5348.01   Disclaimer

          CBOT(R) Dow Jones Composite Average(SM) Index futures and futures
          options are not sponsored, endorsed, sold or promoted by Dow Jones.
          Dow Jones makes no representation or warranty, express or implied, to
          the owners of CBOT(R) Dow Jones Composite Average(SM) Index futures
          and futures options contracts or any member of the public regarding
          the advisability of trading in CBOT(R) Dow Jones Composite Average(SM)
          Index futures and futures options contracts. Dow Jones' only
          relationship to the Exchange is the licensing of certain trademarks
          and trade names of Dow Jones and of the Dow Jones Composite
          Average(SM) which is determined, composed and calculated by Dow Jones
          without regard to the Chicago Board of Trade or CBOT(R) Dow Jones
          Composite Average(SM) Index futures and futures options contracts, Dow
          Jones has no obligation to take the needs of the Chicago Board of
          Trade or the owners of CBOT(R) Dow Jones Composite Average(SM) Index
          futures and futures options contracts into consideration in
          determining, composing or calculating the Dow Jones



                           CH 53 Delivery Procedures
                           -------------------------

          Composite Average(SM). Dow Jones is not responsible for and has not
          participated in the determination of the timing of, prices at, or
          quantities of CBOT(R) Dow Jones Composite Average(SM) Index futures
          and futures options contracts to be listed or in the determination or
          calculation of the equation by which CBOT(R) Dow Jones Composite
          Average(SM) Index futures and futures options contracts are to be
          converted into cash. Dow Jones has no obligation or liability in
          connection with the administration, marketing or trading of CBOT(R)
          Dow Jones Composite Average(SM) Index futures and futures options
          contracts.

          DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
          THE DOW JONES COMPOSITE AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND
          DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
          INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR
          IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE CHICAGO BOARD OF TRADE,
          OWNERS OF CBOT(R) DOW JONES COMPOSITE AVERAGE(SM) INDEX FUTURES AND
          FUTURES OPTIONS CONTRACTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE
          OF THE DOW JONES COMPOSITE AVERAGE(SM) OR ANY DATA INCLUDED THEREIN.
          DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
          DISCLAIMS ALL WARRANTIES, OR MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES COMPOSITE
          AVERAGE(SM) OR ANY DATA INCLUDED THEREIN, WITHOUT LIMITING ANY OF THE
          FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST
          PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES
          (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
          DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR
          ARRANGEMENTS BETWEEN DOW JONES AND THE CHICAGO BOARD OF TRADE. BOARD
          OF TRADE. (08/01/00)



================================================================================
Chapter 57
Medium Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) (4 Years to 5 Years 3 Months)
================================================================================



                                                                                                         
         Ch57 Trading Conditions........................................................................... 5702
                5701.00      Authority..................................................................... 5702
                5702.01      Application of Regulation..................................................... 5702
                5703.01      Emergencies, Acts of God, Acts of Government.................................. 5702
                5704.01      Unit of Trading............................................................... 5703
                5705.01      Months Traded In.............................................................. 5703
                5706.01      Price Basis................................................................... 5703
                5707.01      Hours of Trading.............................................................. 5703
                5709.01      Last Day of Trading........................................................... 5703
                5709.02      Liquidation in the Last Seven Days of Delivery Months......................... 5703
                5710.01      Margin Requirements........................................................... 5703
                5712.12      Position Limits and Reportable Positions...................................... 5703
                5713.01      All-Or-None Orders............................................................ 5703

         Ch57 Delivery Procedures.......................................................................... 5704
                5736.01      Standards..................................................................... 5704
                5742.01      Deliveries of Futures Contracts............................................... 5704
                5742.02      Wire Failure.................................................................. 5704
                5746.01      Date of Delivery.............................................................. 5705
                5747.01      Delivery Notices.............................................................. 5705
                5748.01      Method of Delivery............................................................ 5705
                5749.00      Time of Delivery, Payment, Form of Delivery Notice............................ 5705
                5749.02      Buyer's Report of Eligibility to Receive Delivery............................. 5705
                5749.03      Seller's Invoice to Buyers.................................................... 5705
                5749.04      Payment....................................................................... 5705
                5749.05      Buyers Banking Notification................................................... 5705
                5750.00      Duties of Members............................................................. 5705
                5751.01      Office Deliveries Prohibited.................................................. 5705
                5754.00      Failure to Accept Delivery.................................................... 5706

         Ch57 Regularity of Banks.......................................................................... 5707
                5780.01      Banks......................................................................... 5707


                                     5701


================================================================================
Chapter 57
Medium Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac Reference Notes(SM)
(4 Years to 5 Years 3 Months)
================================================================================
*Note:  These contracts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch57 Trading Conditions

5701.00   Authority - (See Rule 1701.00) (02/01/01)

5702.01   Application of Regulation - Futures transactions in Medium Term Fannie
Mae(R) Benchmark Notes(SM) and Freddie Mac Reference Notes(SM) shall be subject
to the general rules of the Association as far as applicable and shall also be
subject to the regulations contained in this chapter, which are exclusively
applicable to trading in Medium Term Fannie Mae Benchmark Notes and Freddie Mac
Reference Notes. Medium Term Fannie Mae Benchmark Notes and Freddie Mac
Reference Notes are listed for trading by the Association pursuant to Commodity
Futures Trading Commission exchange certification procedures. (02/01/01)

5703.01   Emergencies, Acts of God, Acts of Government - If the delivery or
acceptance or any precondition or requirement of either is prevented by strike,
fire, accident, act of government, act of God or other emergency, the seller or
buyer shall immediately notify the Chairman. If the Chairman determines that
emergency action may be necessary, he shall call a special meeting of the Board
and arrange for the presentation of evidence respecting the emergency condition.
If the Board determines that an emergency exists, it shall take such action
under Rule 180.00 as it deems necessary under the circumstances and its decision
shall be binding upon all parties to the contract. For example, and without
limiting the Board's power, it may extend delivery dates and designate
alternative delivery points in the event of conditions interfering with the
normal operations of approved facilities.

In the event the Board determines that there exists a shortage of deliverable
Fannie Mae Benchmark Notes and/or Freddie Mac Reference Notes, it may, upon a
two-thirds vote under Rule 180.00, take such action as may be in the Board's
sole discretion appear necessary to prevent, correct or alleviate the condition.
Without limiting the foregoing or the authority of the Board under Rule 180.00,
the Board may:

     (1) designate as deliverable, callable Fannie Mae Benchmark Notes and
     Bonds, and/or Freddie Mac Reference Notes and Bonds otherwise meeting the
     specifications and requirements stated in this chapter;

     (2) designate as deliverable one or more issues of Fannie Mae Benchmark
     Notes and Freddie Mac Reference Notes and/or Fannie Mae Benchmark Bonds and
     Freddie Mac Reference Bonds having maturities shorter than four years, or
     longer than five year three months and otherwise meeting the specifications
     and requirements stated in this chapter; and/or

                                     5702


                              Regularity of Banks
                              -------------------

     (3) determine a cash settlement based on the current cash value of an 6%
     coupon rate, four year to five year three month Fannie Mae Benchmark Note
     and/or Freddie Mac Reference Note, as determined by using the current cash
     market yield curve for Fannie Mae Benchmark Notes and Freddie Mac Reference
     Notes on the last day of trading. (02/01/01)

5704.01   Unit of Trading - The unit of trading shall be Fannie Mae Benchmark
Notes or Freddie Mac Reference Notes having a face value at maturity of one
hundred thousand dollars ($100,000) or multiples thereof. (02/01/01)

5705.01   Months Traded In - Trading in Medium Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures may be scheduled in such months as
determined by the Exchange. (02/01/01)

5706.01   Price Basis - Minimum price fluctuations shall be in multiples of
one-half of one thirty-second (1/32) point per 100 points ($15.625 rounded up to
the nearest 1(cent) per contract) except for intermonth spreads, where minimum
price fluctuations shall be in multiples of one-fourth of one thirty-second
point per 100 points ($7.8125 per contract). Par shall be on the basis of 100
points. Contracts shall not be made on any other price basis. (02/01/01)


5707.01   Hours of Trading - The hours of trading for future delivery in Medium
Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes shall be
determined by the Board. On the last day of trading in an expiring future, the
closing time for such future shall be 12:00 noon (Chicago time), subject to the
provisions of the second paragraph of Rule 1007.00.

The market shall be opened and closed for all months simultaneously, or in such
other manner as the Regulatory Compliance Committee shall direct. (02/01/01)

5709.01   Last Day of Trading - No trades in Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures deliverable in the current month
shall be made during the last seven business days of that month and any
contracts remaining open must be settled by delivery or as provided in
Regulation 5709.02 after trading in such contracts has ceased. (02/01/01)

5709.02   Liquidation in the Last Seven Days of Delivery Month - After trading
in contracts for future delivery in the current delivery month has ceased in
accordance with Regulation 5709.01 of this chapter, outstanding contracts may be
liquidated by the delivery of book-entry Fannie Mae Benchmark Notes or Freddie
Mac Reference Notes (Regulation 5742.01) or by mutual agreement by means of a
bona fide exchange of such current futures for actual Fannie Mae Benchmark Notes
or Bonds and/or Freddie Mac Reference Notes or Bonds or comparable instruments.
Such exchange must, in any event, be made no later than the fifth business day
immediately preceding the last business day of the delivery month. (02/01/01)

5710.01   Margin Requirements - (See Regulation 431.03) (02/01/01)

5712.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(02/01/01)

5713.01   All-Or-None Orders - The minimum threshold established for All-Or-None
orders in Medium Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac
Reference Notes(SM) futures and the Medium Term U.S. Treasury Note
Futures/Medium-Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) futures spreads is one hundred contracts. Such orders must be executed
in accordance with Regulation 331.03. (02/01/01)

                                     5703


                              Delivery Procedures
                              -------------------

Ch57 Delivery Procedures

5736.01   Standards - The contract grade for delivery on futures contracts made
under these regulations shall be non-callable Fannie Mae Benchmark Notes or
non-callable Freddie Mac Reference Notes which have an original issue size of at
least $3 billion and an original maturity of not more than five years three
months and which have a remaining maturity of not less than four years as
defined below. All notes delivered against a contract must be of the same issue.
For settlement, the time to maturity of a given issue is calculated in complete
one month increments (e.g., 4 years, 5 months, and 14 days is taken to be 4
years and 5 months) from the first day of the delivery month. The price at which
a note with this time to maturity and with the same coupon rate as this issue
will yield 6%, according to bond tables prepared by the Financial Publishing Co.
of Boston, Mass., is multiplied by the settlement price to arrive at the amount
at which the short invoices the long.
Fannie Mae Benchmark Notes and Freddie Mac Reference Notes deliverable against
futures contracts under these regulations must have semi-annual fixed coupon
payments.

Interest accrued on the notes shall be charged to the long by the short on the
basis of a 360 - day year consisting of twelve 30 - day months.

New issues of Fannie Mae Benchmark Notes and Freddie Mac Reference Notes which
satisfy the standards in this regulation shall be added to the deliverable grade
as they are issued. To be eligible for delivery in the current month, the newly
issued notes must have been issued and settled at least three business days
before the first eligible day for delivery (see 5742.01).

If during the issuance of notes Fannie Mae or Freddie Mac re-opens an existing
issue, thus rendering the existing issue indistinguishable from the newly issued
one, the older issue would be deliverable if it meets the following standards.
The reopening must have an original issue size of at least $3 billion, and meet
the maturity standards of this chapter at the time of the reopening.

The Exchange reserves the right to exclude any new issue from deliverable status
or to further limit outstanding issues from deliverable status.

5742.01   Deliveries of Futures Contracts - Deliveries against Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall
be by book-entry transfer between accounts of Clearing Members at qualified
banks (Regulation 5780.01) in accordance with Department of Housing and Urban
Development Title 24 CFR Part 81. Delivery must be made no earlier than the
first business day of the month and no later than the last business day of the
month. Notice of intention to deliver shall be given to the Board of Trade
Clearing Corporation by 8:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on the second business day preceding
delivery day. In the event the long Clearing Member does not agree with the
terms of the invoice received from the short Clearing Member, the long Clearing
Member must notify the short Clearing Member, and the dispute must be settled by
9:30 a.m. (Chicago time) on delivery day. The short Clearing Member must have
contract grade Fannie Mae Benchmark Notes or Freddie Mac Reference Notes in
place at his bank in acceptable (to his bank) delivery form no later than 10:00
a.m. (Chicago time) on delivery day. The short Clearing Member must notify his
bank (Regulation 5780.01) to transfer contract grade Fannie Mae Benchmark Notes
or Freddie Mac Reference Notes by book-entry to the long Clearing Member's
account at the long Clearing Member's bank on a delivery versus payment basis.
That is, payment shall not be made until the notes are delivered. On delivery
day, the long Clearing Member must make funds available by 7:30 a.m. (Chicago
time) and notify his bank (Regulation 5780.01) to accept contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes and to remit federal funds to
the short Clearing Member's account at the short Clearing Member's bank
(Regulation 5780.01) in payment for delivery of the notes. Contract grade Fannie
Mae Benchmark Notes or Freddie Mac Reference Notes must be transferred and
payment must be made before 1:00 p.m. (Chicago time) on delivery day. All
deliveries must be assigned by the Clearing Corporation. Where a commission
house as a member of the Clearing Corporation has an interest both long and
short for customers on its own books, it must tender to the Clearing Corporation
such notices of intention to deliver as it received from its customers who are
short. (02/01/01)

5742.02 Wire Failure - In the event that delivery cannot be accomplished because
of a failure of the Federal Reserve wire or because of a failure of either the
long Clearing Member's bank or the short Clearing Member's bank access to the
Federal Reserve wire, delivery shall be made before 9:30 a.m. (Chicago time) on
the next business day on which the Federal Reserve wire is operable. Interest
shall accrue to the long paid by the short beginning on the day at which the
notes were to be originally

                                     5704


                              Delivery Procedures
                              -------------------

delivered.

In the event of such failure, both the long and short must provide documented
evidence that the instructions were given to their respective banks in
accordance with Regulations 5742.01 and 5749.04 and that all other provisions of
Regulations 5742.01 and 5749.04 have been complied with. (02/01/01)
5746.01   Date of Delivery - Delivery of Medium Term Fannie Mae Benchmark Notes
or Freddie Mac Reference Notes may be made by the short upon any permissible
delivery day of the delivery month the short may select. Delivery of Medium Term
Fannie Mae Benchmark Notes and Freddie Mac Reference Notes must be made no later
than the last business day of that month. (02/01/01)

5747.01   Delivery Notices - (See Regulation 1047.01) (02/01/01)

5748.01   Method of Delivery - (See Regulation 1048.01) (02/01/01)

5749.00   Time of Delivery, Payment, Form of Delivery Notice - (See Rule
          1049.00) (02/01/01)

5749.02   Buyer's Report of Eligibility to Receive Delivery - (See Regulation
          1049.02) (02/01/01)

5749.03   Seller's Invoice to Buyers - Upon determining the buyers obligated to
accept deliveries tendered by issuers of delivery notices, the Clearing House
shall promptly furnish each issuer the names of the buyers obligated to accept
delivery from him and a description of each commodity tendered by him which was
assigned by the Clearing House to each such buyer. Thereupon, sellers (issuers
of delivery notices) shall prepare invoices addressed to their assigned buyers
describing the documents to be delivered to each such buyer. Such invoices shall
show the amount which buyers must pay to sellers in settlement of the actual
deliveries, based on the delivery prices established by the Clearing House, and
adjusted for applicable interest payments. Such invoices shall be delivered to
the Clearing House by 2:00 p.m. (Chicago time), or by such other time designated
by the Board of Directors, on the day of intention except on the last intention
day of the month, where such invoices shall be delivered to the Clearing House
by 3:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors. Upon receipt of such invoices, the Clearing House shall promptly make
them available to buyers to whom they are addressed, by placing them in buyers'
mail boxes provided for that purpose in the Clearing House. (02/01/01)

5749.04   Payment - Payment shall be made in federal funds. The long obligated
to take delivery must take delivery and make payment before 1:00 p.m. (Chicago
time) on the day of delivery, except on banking holidays when delivery must be
taken and payment made before 9:30 a.m. (Chicago time) the next business day.
Adjustments for differences between contract prices and delivery prices
established by the Clearing House shall be made with the Clearing House in
accordance with its by-laws and resolutions. (02/01/01)

5749.05   Buyers Banking Notification - The long Clearing Member shall provide
the short Clearing member by 4:00 p.m. (Chicago time) on the day of intention,
one business day prior to delivery day, with a Banking Notification. The Banking
Notification form will include the following information: the identification
number and name of the long Clearing Member; the delivery date; the notification
number of the delivery assignment; the identification number and name of the
short Clearing Member making delivery; the quantity of the contract being
delivered; the long Clearing Member's bank, account number and specific Federal
Wire instructions for the transfer of Fannie Mae Benchmark Notes or Freddie Mac
Reference Notes. (02/01/01)

5750.00   Duties of Members - (See Rule 1050.00) (02/01/01)

5751.01   Office Deliveries Prohibited - (See Regulation 1051.01) (02/01/01)

5754.00   Failure to Accept Delivery - (See Rule 1054.00) (02/01/01)

                                     5705


                              Regularity of Banks
                              -------------------

Ch57 Regularity of Banks

5780.01   Banks - For purposes of these regulations relating to trading in
Medium Term Fannie Mae Benchmark Notes and Freddie Mac Reference Notes, the word
"Bank" (Regulation 5742.01) shall mean a U.S. commercial bank (either Federal or
State charter) that is a member of the Federal Reserve System and with capital
(capital, surplus and undivided earnings) in excess of one hundred million
dollars ($100,000,000). (02/01/01)

                                     5706




================================================================================================================
Chapter 58A
Medium Term Fannie Mae(R)Benchmark Notes(SM) and Freddie Mac
Reference Notes(SM) Futures Options
================================================================================================================
                                                                                                        
         Ch 58A Trading Conditions.........................................................................5802A
                A5801.00     Authority.....................................................................5802A
                A5801.01     Application of Regulations....................................................5802A
                A5802.01     Nature  of  Medium  Term  Fannie  Mae  Benchmark  Note  and  Freddie  Mac
                             Reference Note Futures Put Options............................................5802A
                A5802.02     Nature  of  Medium  Term  Fannie  Mae  Benchmark  Note  and  Freddie  Mac
                             Reference Futures Call Options................................................5802A
                A5803.01     Trading Unit..................................................................5802A
                A5804.01     Striking Prices...............................................................5803A
                A5805.01     Payment of Option Premium.....................................................5803A
                A5806.01     Option Premium Basis..........................................................5803A
                A5807.01     Exercise of Option............................................................5803A
                A5807.02     Automatic Exercise............................................................5803A
                A5808.01     Expiration of Option..........................................................5804A
                A5809.01     Months Traded In..............................................................5804A
                A5810.01     Trading Hours.................................................................5804A
                A5811.01     Position Limits and Reportable Positions......................................5804A
                A5812.01     Margin Requirements...........................................................5804A
                A5813.01     Last Day of Trading...........................................................5805A


                                     5801A


================================================================================
Ch58A Trading Conditions
Medium Term Fannie Mae(R)Benchmark Notes(SM) and
Freddie Mac Reference Notes(SM) Futures Options
================================================================================

*Note:  These contacts are listed for trading by the Chicago Board of Trade
 ----
pursuant to Commodity Futures Trading Commission exchange certification
procedures.

Ch58A Trading Conditions

A58601.00  Authority - (See Rule 2801.00) (02/01/01)
A5801.01 Application of Regulations - Transactions in put and call options on
Medium Term Fannie Mae(R) Benchmark Notes(SM) and Freddie Mac Reference
Notes(SM) futures contracts shall be subject to the general rules of the
Association as far as applicable and shall also be subject to the regulations
contained in this chapter which are exclusively applicable to trading in put and
call options on Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference
Note futures contracts. (See Rule 490.00.) Options on Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures are listed for trading
pursuant to Commodity Futures Trading Commission exchange certification
procedures. (02/01/01)

A5802.01     Nature of Medium Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Put Options - The buyer of one (1) Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures put option may exercise
his option at any time prior to expiration (subject to Regulation A5807.01), to
assume a short position in one (1) Medium Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month at a
striking price set at the time the option was purchased. The seller of one (1)
Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures put
option incurs the obligation of assuming a long position in one (1) Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract of a
specified contract month at a striking price set at the time the option was
sold, upon exercise by a put option buyer. (02/01/01)

A5802.02     Nature of Medium Term Fannie Mae Benchmark Note and Freddie Mac
Reference Note Futures Call Options - The buyer of one (1) Medium Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures call option may
exercise his option at any time prior to expiration (subject to Regulation
A5807.01), to assume a long position in one (1) Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures contract of a specified contract
month at a striking price set at the time the option was purchased. The seller
of one (1) Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note
futures call option incurs the obligation of assuming a short position in one
(1) Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures
contract of a specified contract month at a striking price set at the time the
option was sold, upon exercise by a call option buyer. (02/01/01)

A5803.01     Trading Unit - One (1) Medium Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract of a specified contract month on the
Chicago Board of Trade. (02/01/01)

A5804.01   Striking Prices - Trading shall be conducted for put and call options
with striking prices in integral multiples of one-half (1/2) point per Medium
Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract.
At the commencement of trading for such option contracts, the following strike
prices shall be listed: one with a striking price closest to the previous day's
settlement price on the underlying Medium Term Fannie Mae Benchmark Note and
Freddie Mac Reference Note futures contract, the next twelve consecutive higher
and the next twelve consecutive lower striking prices closest to the previous
day's settlement price; and all strike prices listed for all other option
contract months listed at that time. If the previous day's settlement price is
midway

                                     5802A


                           Ch58A Trading Conditions
                           ------------------------

between two striking prices, the closest price shall be the larger of the two.
When a sale in the underlying Medium Term Fannie Mae Benchmark Note and Freddie
Mac Reference Note futures contract occurs at a price greater than or equal to
the twelfth largest striking price, a new striking price one increment higher
than the existing striking prices will be added. When a sale in the underlying
Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures
contract occurs at a price less than or equal to the twelfth smallest striking
price, a new striking price one increment lower than the existing striking
prices will be added. When a new strike price is added for an option contract
month, the same strike price will be added to all options contract months for
which that strike price is not already listed. All new strike prices will be
added prior to the opening of trading on the following business day.

The Exchange may modify the procedure for the introduction of striking prices as
it deems appropriate in order to respond to market conditions. (02/01/01)

A5805.01   Payment of Option Premium - The option premium must be paid in full
by each clearing member to the Clearing House and by each option customer to his
commission merchant at the time that the option is purchased, or within a
reasonable time after the option is purchased. (02/01/01)

A5806.01   Option Premium Basis - The premium for Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures options shall be in
multiples of one sixty-fourth (1/64) of one point ($1,000) of a Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract which
shall equal $15.63 per 1/64 and $1,000 per full point.

However, when both sides of the trade are closing transactions, the option
premium may range from $1.00 to $15.00 in $1.00 increments per option contract

If options are quoted in volatility terms, the minimum price fluctuation shall
be .10 percent (e.g., 10.0%, 10.1%, 10.2%, etc.). (02/01/01)

A5807.01   Exercise of Option - The buyer of a Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures option may exercise the option on
any business day prior to expiration by giving notice of exercise to the
Clearing Corporation by 6:00 p.m. (Chicago time), or by such other time
designated by the Board of Directors, on such day. Notwithstanding the
foregoing, the buyer may exercise the option prior to 10:00 a.m. (Chicago time)
on the expiration date:

i)         to correct errors or mistakes made in good faith;

ii)        to take appropriate action as the result of unreconciled Exchange
           option transactions; and

iii)       in exceptional cases involving a customer's inability to communicate
           to the member firm exercise instructions or the member firm's
           inability to receive such instructions prior to 6:00 p.m. (Chicago
           time) on the last day of trading. (02/01/01)

A5807.02   Automatic Exercise - Notwithstanding the provisions of Regulation
5807.01, after the close on the last day of trading, all in-the-money options
shall be automatically exercised, unless notice to cancel automatic exercise is
given to the Clearing Corporation.

Notice to cancel automatic exercise shall be given to the Clearing Corporation
by 6:00 p.m. (Chicago time), or by such other time designated by the Board of
Directors, on the last day of trading, except that such notice may be given to
the Clearing Corporation prior to 10:00 a.m. (Chicago time) on the expiration
date:

i)         to correct errors or mistakes made in good faith;

ii)        to take appropriate action as the result of unreconciled Exchange
           option transactions; and

iii)       in exceptional cases involving a customer's inability to communicate
           to the member firm

                                     5803A


                           Ch58A Trading Conditions
                           ------------------------

           exercise instructions or the member firm's inability to receive such
           instructions prior to 6:00 p.m. (Chicago time) on the last day of
           trading. (02/01/01)

A5808.01   Expiration of Option - Unexercised Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures options shall expire at 10:00 a.m.
(Chicago time) on the first Saturday following the last day of trading.
(02/01/01)

A5809.01   Months Traded In - Trading in Medium Term Fannie Mae Benchmark Note
and Freddie Mac Reference Note futures options may be scheduled in such months
as determined by the Exchange. For options that are traded in months in which
Medium Term Fannie Mae Benchmark Note and Freddie Mac Reference Note futures are
not traded, the underlying futures contract is the next futures contract that is
nearest to the expiration of the option. For example, the underlying futures
contract for the October or November option contract is the December futures
contract. (02/01/01)

A5810.01   Trading Hours - The hours of trading of options on Medium Term Fannie
Mae Benchmark Note and Freddie Mac Reference Note futures contracts shall be
determined by the Board. On the last day of trading in an expiring option, the
closing time for such option shall be the same as the close of trading of the
Regular Daytime open outcry trading session for the corresponding Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures contract,
subject to the provisions of the second paragraph of Rule 1007.00. Medium Term
Fannie Mae Benchmark Note and Freddie Mac Reference Note futures options shall
be opened and closed for all months and strike prices simultaneously or in such
a manner as the Regulatory Compliance Committee shall direct. (02/01/01)

A5811.01   Position Limits and Reportable Positions - (See Regulation 425.01)
(02/01/01)

A5812.01   Margin Requirements - (See Regulation 431.05)  (02/01/01)

                                     5804A


                           Ch58A Trading Conditions
                           ------------------------

A5813.01   Last Day of Trading - No trades in Medium Term Fannie Mae Benchmark
Note and Freddie Mac Reference Note futures put and call options expiring in the
current month shall be made after the close of trading of the Regular Daytime
open outcry trading session for the corresponding Medium Term Fannie Mae
Benchmark Note and Freddie Mac Reference Note futures contract on the last
Friday which precedes by at least five business days the last business day of
the month preceding the option month./1/ If such Friday is not a business day,
or there is a Friday which is not a business day which precedes by four business
days the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday./1/ (02/01/01)



__________________________

/1/ Starting with the June 2001 listing, the Last Day of Trading will be "the
last Friday which precedes by at least two business days the last business day
                                       ---
of the month preceding the option month. If such a Friday is not a business day,
or there is a Friday which is not a business day which precedes by one business
                                                                   ---
day the last business day of the month preceding the option month, the last day
of trading will be the business day prior to such Friday."

                                     5805A


Appendix Summary


------------
 APPENDIX

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



Appendix Summmary

APPENDIX SUMMARY

1.      Reserved
2.      Summary of Membership Privileges
3.      Exchange Floor Operations and Procedures
        A.  Guidelines for Guests and Visitors While on the Exchange Floor of
the Chicago Board of Trade
        B.  Instructions for Floor Clerk Access to the Floor of the Board of
Trade of the City of Chicago
        C.  Dress Code
        D.  Pit Openings and Closings
        E.  Contract Month Symbols
        F.  Reserved
        G.  Guidelines - Badge Validation and Return
4.      Futures Commission Merchants
        A.  Reserved
        B.  Reserved
        C.  Minimum Financial Requirements - Non-FCM Member Firms
        D.  Reserved
        E.  Financial Requirements for Agricultural Regularity
5.      Reserved
6.      Arbitration Fees
        A.  Member Claims
        B.  Non-Member Claims
7.      Reserved
8.      Reserved
9.      Reserved
9B      Implementation Regulations of e-cbot
10.     Grains
        A.  Regular Warehousemen - Chicago and Burns Harbor Switching Districts
        B.  Regular Warehousemen - St. Louis-East St. Louis and Alton Switching
Districts
        C.  Regular Warehousemen - Minneapolis and St. Paul Switching Districts
        D.  Regular Warehousemen - Toledo, Ohio Switching District
        E.  Storage Rates
        F.  Reciprocal Switching Charges within Chicago, IL and Burns Harbor, IN
        G.  Grain Load-Out Procedures
10C(A)  Corn and Soybean Shipping Stations
10S(A)  Soybean Only Shipping Stations
11.     Soybean Oil
        A.  Regular Shippers
        B.  Differentials
12.     Soybean Meal
        A.  Regular Shippers
        B.  Differentials
13. Reserved
14.     Silver
        A.  Approved Brands
        B.  Regular Vaults
        C.  Regular New York Vaults
        D.  Storage Rates
        E.  Official Assayers
15.  Gold
        A.  Approved Brands
        B.  Regular Vaults
        C.  Storage Rates
        D.  Official Assayers
        E.  Approved Sources & Vaults
16. Reserved
17. Government National Mortgage Association (GNMA) Collateralized Depositary
    Receipt (CDR)



         A.  Approved Depositaries
         B.  Approved Originators
18.     Reserved
19.     Pricing Brokers/Bond Buyer Municipal Bond Index
20-36.       Reserved
37.     Rough Rice
        A.  Mill Site Warehouses
        B.  Rough Rice Regular Warehouses Delivery Differentials
        C.  Definitions
        D.  Minimum Financial Requirements for Rough Rice Regularity
39-46.  Reserved
47.     Mortgage Futures Price Evaluation Providers



                                  Appendix 2

APPENDIX 2



------------------------------------------------------------------------------------------------
                                      COMMITTEE              CBOE TRADING           DISSOLUTION
                     VOTE           APPOINTMENTS              PRIVILEGES               RIGHTS
------------------------------------------------------------------------------------------------
                                                                    
FULL              Yes          Yes                               Yes                    Yes
------------------------------------------------------------------------------------------------
AM                Yes          Yes                                No                1/6 of Full
                  (1/6)                                                            Members Share
------------------------------------------------------------------------------------------------
COM               None         As Advisor                         No                .005 of Full
                                                                                   Members Share
------------------------------------------------------------------------------------------------
GIM               None         As Advisor                         No                .11 of Full
                                                                                   Members Share
------------------------------------------------------------------------------------------------
IDEM              None         As Advisor                         No                .005 of Full
                                                                                   Members Share
------------------------------------------------------------------------------------------------
DELEGATES         None         Member of specified          Only for Full              None
                               committees; Advisor on          Delegate
                               others
------------------------------------------------------------------------------------------------




-------------------------------------------------------------------------------------------------------
                              TRADING PRIVILEGES                  COMMUNICATION FROM EXCHANGE FLOOR
                                                      
-------------------------------------------------------------------------------------------------------
FULL                All CBOT (& CBOE) Contracts             Allowed in all contracts
-------------------------------------------------------------------------------------------------------
AM                  All Existing & Prospective Futures &    Allowed only in contracts for which Trading
                    Option Contracts in Government          Privileges are specified
                    Instruments Mkt., Index, Debt &
                    Energy Mkt., & Comm. Options Mkt.
-------------------------------------------------------------------------------------------------------
COM                 All Options Contracts listed on the     Allowed only in contracts for which Trading
                    Exchange                                Privileges are specified
-------------------------------------------------------------------------------------------------------
GIM                 U.S. T-Bond, U.S. T-Note (6-10 yr.),    Allowed only in contracts for which Trading
                    (5 yr.), (2 yr.), & Agency Note         Privileges are specified
                    (Long-Term and Medium Term) & Mortgage
                    futures
-------------------------------------------------------------------------------------------------------
IDEM                30-Day Fed Funds, CBOT(R) DJIA(SM)      Allowed only in contracts for which Trading
                    Index, DJTA(SM) Index, DJUA(SM) Index,  Privileges are specified
                    DJCA(SM) Index Muni Bond Index & Gold
                    futures
-------------------------------------------------------------------------------------------------------
DELEGATES           Those contracts authorized for the      In those contracts authorized for the
                    specific Membership or Membership       Membership or Interest delegated
                    Interest.
-------------------------------------------------------------------------------------------------------


                                  Page 1 of 2


                                  Appendix 2

                       CBOT(R) TRADING PRIVILEGE SUMMARY
                       ---------------------------------
                                (as of 06-01-01)
FULL MEMBERSHIP
----------------
-  All futures & options.
   ----------------------

ASSOCIATE MEMBERSHIP
--------------------
-  Treasury Bond, Long-Term Treasury Note, Medium-Term Treasury Note, Short Term
   Treasury Note, Long-Term Agency Note, Medium-Term Agency Note, Municipal Bond
   Index, Mortgage and CBOT(R) DJIA(SM) futures and options.
                                        -------------------

-  30-Day Fed Fund, Gold, CBOT(R) DJTA(SM), DJUA(SM) and DJCA(SM) futures;
                                                                  -------

-  Corn, Oat, Rough Rice, Soybean, Soybean Meal, Soybean
   Oil, Silver and Wheat options;
                         -------

-  Silver futures (pit trading only) (to 09-28-02).
          -------

GIM MEMBERSHIP INTEREST
-----------------------

-  Treasury Bond, Long-Term Treasury Note, Medium-Term Treasury Note, Short Term
   Treasury Note, Long-Term Agency Note, Medium-Term Agency Note and Mortgage
   futures;
   -------

-  CBOT(R) DJIA(SM) futures & options (to 12-31-01);
                    -------   -------

-  CBOT(R) DJTA(SM), DJUA(SM) and DJCA(SM) futures (to 12-31-01).
                                           -------

-  Mortgage options (to 12-31-03).
            -------

IDEM MEMBERSHIP INTEREST
------------------------

-  30-Day Fed Fund, Municipal Bond Index, Gold, CBOT(R) DJIA(SM), DJTA(SM),
   DJUA(SM), and DJCA(SM) futures;
                          -------

-  Short-Term Treasury Note futures and options (pit trading only) (to 12-31-
                            -------------------
   01);

-  Municipal Bond Index options (pit trading only) (to 12-31-01);
                        -------

-  CBOT(R) DJIA(SM) options (to 12-31-01);
                    -------

-  Silver futures & options (pit trading only)  (to 09-28-02).
          -----------------

-  Mortgage futures and options (to 12-31-03).
            -------------------

COM MEMBERSHIP INTEREST
-----------------------

-  Treasury Bond, Long-Term Treasury Note, Medium-Term Treasury Note, Short Term
   Treasury Note, Long-Term Agency Note, Medium-Term Agency Note, Municipal Bond
   Index, Mortgage, CBOT(R) DJIA(SM), Corn, Oat, Rough Rice, Soybean, Soybean
   Meal, Soybean Oil, Silver and Wheat options;
                                       -------

-  CBOT(R) DJIA(SM), DJTA(SM), DJUA(SM), and DJCA(SM) futures (to 12-31-01).
                                                      -------

-  Mortgage futures (to 12-31-03).
            -------

                                  Page 2 of 2


                                  Appendix 3A


APPENDIX 3A - GUIDELINES FOR GUESTS AND VISITORS WHILE ON THE EXCHANGE FLOOR OF
THE CHICAGO BOARD OF TRADE

1.   Bringing guests on the Exchange Floor is a privilege extended to all
     members who comply with the Rules pertaining thereto.

2.   Guests shall be admitted to the Exchange Floor between 1/2 hour before the
     opening on each Floor and 1/2 hour after the close on each Floor.

3.   No more than 50 guests shall be allowed on the Exchange Floor at any one
     time during trading hours.

4.   A member may reserve a time for five guests, which reservation will be held
     no longer than ten minutes. Such reservation privileges will be denied if
     they are abused.

5.   Guests must be accompanied by a member at all times. Both the guest and the
     host member will sign on to and off of the Floor. The guest will wear, on
     visible display, a guest badge. The member will be responsible for the
     guest's conduct on the Floor.

     6.  A)   A guest may remain on the Floor for a period of 30 minutes; if he
     has not signed out, he will be paged. It will be the member's
     responsibility to see that the guest leaves the Floor within five minutes
     of being paged and that the guest returns the badge to the Service Desk on
     the 4th Floor. Failure to return the guest badge immediately will subject
     the member to a minimum fine of twenty-five dollars.

         B)   At the end of the initial 30 minutes, a guest may ask to extend
     his visit for (a) subsequent period(s) of 30 minutes, although such
     extension(s) will not be granted if there are more than 50 guests on the
     Floor at any one time.

         C)   If necessary, an All Day Guest Pass may be obtained for a foreign
     visitor, firm executive, firm branch employee, customer or consultant (and
     other persons with the approval of the Floor Conduct Committee Chairman) by
     completing a short application form at the fourth floor Service Desk.
     Except for the 30-minute time limit, the same guidelines apply to All Day
     Guests, including the requirement that they be accompanied at all times by
     a member.

7.   No privileges other than admittance to the Floor any be extended to a
     guest. A guest is specifically prohibited from performing any functions of
     an employee of a member or of a member firm. Entering a trading pit, using
     a telephone, using the market display equipment and blocking the area are
     also prohibited.

8.   Guests of management for business purposes only shall be allowed in the
     Exchange Floor.

9.   The President of the Exchange may issue special permits beyond the above
     limit (five individuals) when he deems it in the interest of the Exchange
     to do so. On a case-by-case basis, he may schedule admission to the Floor
     for small groups who have made appropriate arrangements.

     (Tour Groups: can be no larger than 12, can visit between the hours of
     10:30 a.m. and 12:15 p.m., must be escorted at all times, are limited to 15
     minutes per tour, will be limited to no more than two groups on the Floor
     at any one time, and all such groups must be coordinated through the
     Communications Department.)

10.  No other guests of staff members may be allowed on the Exchange Floor.

11.  Members shall accompany guests in the Member's cafeteria.

12.  No guests may be allowed on the Exchange Floor more than five times in one
     month.

13.  No guest may be allowed on the Exchange Floor who is under twelve years of
     age.

14.  Members who violate and/or allow their guest(s) to violate any of these
     guidelines may be denied visitor's privileges for a period of up to six
     months and/or fined appropriately.



                                  Appendix 3B

APPENDIX 3B - INSTRUCTIONS FOR FLOOR CLERK ACCESS TO
THE FLOOR OF THE BOARD OF TRADE OF THE CITY OF CHICAGO

     Please be advised that access to the Floor of the Board of Trade of the
City of Chicago (hereinafter referred to as the Exchange) is a right of
membership. Associate Members and GIM, IDEM and COM Membership Interest Holders
have floor access rights only with respect to specified contracts (See Rules
211.00, 291.00, 292.00 and 293.00). Any and all access by non-members is solely
a privilege extended by the membership for the strictly limited purposes
outlined below. Any violation of any of these instructions shall be just cause
for the revocation of the privilege.

     Functions and Responsibilities of Floor Clerks on the Exchange Floor:
A.   Floor Clerks and Trainee-Floor Clerks may perform only the following duties
     and no others while on the Floor of the Exchange:

          1.  Receive messages (including trading cards and written orders) from
     their employers or members representing such employers;

          2.  Deliver said messages (including trading cards and written orders)
     and communicate orders to the pit from their position or communication
     instrument by use of hand signals or verbal communication;

          3.  Write broker's cards from endorsed orders, endorse orders from
     broker's cards and write the brokers' acronym on the broker's order, during
     trading hours on the Exchange Floor and for a reasonable period of time
     thereafter;

          4.  Operate order processing terminals;

          5.  Receive and write up orders from, and report order status to,
     their employers and their employers' duly registered Associated Persons,
     Introducing Brokers, proprietary traders and customers with respect to
     commodities traded on the Floor;

          6.  Communicate information of any nature directly to an individual
     Member, provided that the information communicated may only concern a
     contract which is within that individual Member's membership category;

          7.  Communicate information of any nature to a trader who is trading
     for the proprietary account of the clerk's member firm employer or for the
     proprietary account of a firm which has one of the following relationships
     to the clerk's member firm employer:

              - 100% parent firm;

              - Wholly owned subsidiary; or

              - Affiliate through a common 100% parent firm;

          8.  Provide market information (not the clerk's own personal opinion)
     regarding activities on the Floor to any of the following:

              -     duly registered Associated Persons of the clerk's member
     firm employer;

              -     duly registered Introducing Brokers of the clerk's member
     firm employer; and

              -     established customers of the clerk's member firm employer;

              For the purposes of this section 8., an "established customer"
     shall be defined as an individual or entity which has an open and active
     trading account with the clerk's member firm employer.

              A clerk may initiate contact with any of the foregoing to provide
     market information provided that the clerk expresses no personal opinion
     regarding market direction or specific trades.

              A clerk may relay the opinions of a member or of the clerk's
     member firm employer with the prior approval of such member or member firm
     employer to any of the following:

                    -     duly registered Associated Persons of the clerk's
     member firm employer;

                    -     duly registered Introducing Brokers of the clerk's
     member firm employer; and

                                  Page 1 of 5


                                  Appendix 3B

               -    established customers of the clerk's member firm employer.

          9.  Initiate contact with a customer of the clerk's member firm
     employer to report the status of that customer's order;

Floor Clerks and Trainee-Floor Clerks may not, while on the Floor of the
Exchange, perform any other duties except those explicitly prescribed above.
The following Exchange Floor activities are permissible only for members and
only with respect to the contracts in which they have membership privileges.
The following activities are prohibited for Floor Clerks and Trainee Floor
Clerks:

          1.  Soliciting customer business;

          2.  Trading for their own accounts or having any interest in a trading
     account, except as prescribed in Regulation 301.05;

          3.  Being an RCR or an Associated Person, a Commodity Pool Operator or
     a Commodity Trading Advisor under the Commodity Exchange Act.

          4.  Initiating orders or trades of any sort, including arbitrage;

          5.  Exercising discretion of any sort with respect to any order,
     including arbitrage;

          6.  Loitering by or in the trading pits;

          7.  Being compensated on a commission or per contract basis.

B.   Trade Checkers (only) may perform only the following duty and no others
     --------------
     while on the Floor of the Exchange.

          1.  Check and reconcile trades of, for, and on behalf of their member
     firm employers. Absent extraordinary circumstances, the Floor Governors
     Committee would expect such Trade Checkers to be off the Floor of the
     Exchange by 10:30 a.m.

              This 10:30 a.m. limitation does not apply to floor clerks who are
     employed by individual members.

Trade Checkers may not, while on the Floor of the Exchange, perform any other
                   ----
duties except that explicitly prescribed above.  The following is a list of the
most common abuses of the Trade Checker privilege:

          1.  Loitering by or in the trading pits or congregating in unassigned
     areas;

          2.  Communicating in any manner with members or member firms;

          3.  Entering verbal orders with members or member firms;

          4.  Trading for their own accounts;

          5.  Being or acting in any other capacity, including chartist, with a
     member or member firm;

          6.  Being an RCR or Associated Person under the Commodity Exchange
     Act, as amended by the Commodity Futures Trading Commission Act of 1974.

C.   Personnel

          1.  Emergency Personnel - See Floor Clerks and Trainee-Floor Clerks
     (Paragraph A above);

          2.  Summer Personnel - See Floor Clerks and Trainee-Floor Clerks
     (Paragraph A above);

D.   Registered Commodity Representatives (RCRs) and Applicant Observers may
     -------------------------------------
     perform only the following duty and no other while on the Floor of the
     Exchange:

          1.  Observe the various floor activities of the members and other
     privileged non-members who have been allowed access to the Floor.  Such
     observation shall be limited to a period of two weeks (ten market days).

RCR Observers and Applicant Observers may not, while on the Floor of the
Exchange, perform any other duties except that explicitly prescribed above.  The
following are the areas most prone to abuse and which the RCR Observer and
Applicant Observer must be especially aware of:

          1.  Loitering by or in the Trading pits or congregating in unassigned
     areas;

                                 Page 2 of 5


                                  Appendix 3B

          2.  Answering phones;

          3.  Placing verbal orders with members of member firms;

          4.  Writing orders;

          5.  Trading for their own accounts;

          6.  Being or acting in  any other capacity, including chartist, with a
     member or member firm.

E.   The Floor Conduct Committee has established a special broker assistant
     badge, in addition to a regular floor clerk badge, and has set up the
     following guidelines to be used in issuing this special badge.

              A broker assistant badge will only be issued for the following
     purposes:

          -   a broker having a high volume of orders and who needs an assistant
              to hold and sort the orders;

          -   Consistent with these duties, a broker assistant also may
              communicate market information by means of hand signals and verbal
              communication.

              A badge will not be issued if used for the following reasons:

          -   card counting - if a floor clerk is a card counter, he/she must
              quickly enter and take the cards and count them outside of the pit
              and;

          -   Information - a floor clerk who obtains information about other
              brokers or another commodity.

     Please keep in mind that the abuses of the floor clerk badge will still be
     upheld for those issued a broker assistant badge, as follows:

          1.  Loitering by or in the trading pits or congregating in unassigned
              areas.

          2.  Not properly displaying their assigned floor badges.

          3.  Trading for their own accounts.

          4.  Being or acting in any other capacity, including chartist, with a
              member or member firm. A limited exception to this provision
              applies, only with respect to agricultural markets, as follows.
              Clearing firms may arrange with floor brokers to place clearing
              firm floor clerks in pits to perform broker assistant
              responsibilities for such floor brokers when conditions of high
              volume/high volatility occur. Such arrangements must be registered
              with the Exchange as prescribed by the Exchange. Under these
              arrangements, clearing firms will continue to be responsible for
              these clerks' supervision and compensation. When conditions of
              high volume/high volatility are not present, such clerks will
              return to their normal duties on behalf of their clearing firm
              employers.

          5.  Being an Associated Person under the Commodity Exchange Act, as
              amended by the Commodity Futures Trading Commission Act of 1974.

     The committee advises members that the Board of Directors gave fining
     authority to the Floor Conduct Committee of up to $500 for conduct
     violations of Floor Employees of Members.  The fining authority begins
     December 21, 1981.

     Your cooperation in this matter would be greatly appreciated.

F.   The Exchange has established guidelines regarding the use of headsets in
     the Trading Pits:

          1.  Brokers' Assistants and Floor Clerks with headset privileges shall
     be subject to all applicable CBOT Rules and Regulations, including Rule
     301.00; Regulations 301.01, 301.05 and 310.01; and this Appendix.  In
     addition, members who either sponsor or employ an individual utilizing a
     headset are responsible for ensuring that the sponsored or employed
     individual complies with the Exchange's Headset Policy.

          2.  All members and member firms are eligible to receive authorization
     to utilize headsets.  The authority to govern the administration of the use
     of headsets (including who has authorization and where an authorized
     individual may utilize the headset apparatus) rests with the Floor
     Committee.  The Floor Committee should establish fair and equitable
     guidelines for

                                  Page 3 of 5


                                  Appendix 3B

     administering the use of headsets, and when administering its guidelines,
     the Floor Committee should consult with the relevant Pit Committee. The
     Floor Committee shall not arbitrarily deny any member or member firm the
     use of a headset.

          3.  Headsets may be worn by Brokers' Assistants, Floor Clerks, and
     Members who have been authorized by the Floor Committee.  "Brokers'
     Assistants" and "Floor Clerks" as used in preceding sentence may include
     members and membership interest holders who do not have membership
     privileges in the contract for which the headset is being utilized.

          4.  A Broker's Assistant or Floor Clerk wearing a headset may
     communicate order information and fill information but may not communicate
     his or her personal opinion regarding activities in the trading pit
     including, but not limited to, interpretations of technical or fundamental
     market factors or perspective with respect to member trading sentiment or
     trading bias. Any other information may be communicated via a headset if
     the information has been conveyed to the headset operator directly by a
     member (providing that the member conveying the information has trading
     privileges in the relevant underlying market). In addition, Brokers'
     Assistants and Floor Clerks wearing headsets may communicate via a headset
     any market information that is clearly within the respective pit's "public
     domain". In other words, individuals who are wearing headsets may
     communicate any market information that has been "publicly" exposed to the
     respective trading pits. The member sponsor or member employer of the
     individual wearing the headset is responsible for the content and nature of
     any headset communications.

          Only members on the floor may communicate with non-members located off
     the floor for the purposes of communicating or receiving market news and
     personal opinion regarding interpretations of technical or fundamental
     market factors or perspective with respect to a member's trading sentiment
     or trading bias.  This level of communication is restricted to members with
     trading privileges in the respective contract who are located on the floor
     communicating with other members or non-members located either on or off of
     the trading floor.

          5.   Headsets may communicate between trading pits and from pit to
     Exchange floor booth spaces in any CBOT(R) trading room. This includes COM
     Membership Interest Holders communicating with a floor broker or the floor
     broker's broker assistant in a futures pit for the purposes of entering
     futures orders.

     Direct communication via headsets located in or around the Exchange's
     trading pits to and from off-site locations is only allowed provided the
     individual assigned to a headset adheres to the following requirements when
     communicating with any individual off the Exchange floor:

              -  Headset communications shall be permissible between the DowSM
                 pits and the floors of other exchanges which trade equity-
                 related products.

              -  An individual member located outside a trading pit (e.g., at a
                 floor booth or in an off-site office) may communicate via
                 headset with a member or clerk in or around a trading pit
                 provided that the individual member has trading privileges in
                 the contract which is traded in the pit which the individual
                 accesses.

              -  Members off the floor can enter orders via headsets for their
                 customer, proprietary and personal accounts provided they have
                 trading privileges in the respective contract.

              -  Members off the floor utilizing headsets for the purposes of
                 entering customer orders directly into the pit must comply with
                 Exchange audit trail regulations previously mandated by the
                 CFTC which require that customer orders be: recorded on member
                 firm floor order tickets; contain the account identification of
                 the customer; contain an exchange designated time stamp upon
                 receipt and upon confirmation of an execution. The Exchange
                 provides a telephonic link between the booth and the pit to
                 allow for a floor broker to communicate directly with a member
                 who is located off the floor, while simultaneously allowing
                 personnel at the member firm's booth to record the required
                 audit trail information.

                                  Page 4 of 5


                                  Appendix 3B

               -  Floor brokers who utilize headsets in conjunction with an
                  electronic order routing/endorsement system are not required
                  to maintain a booth to pit link provided that customer orders
                  are entered electronically and the order entry system provides
                  the requisite audit trail.

               -  Floor brokers receiving orders from another member not present
                  on the Exchange Floor may record such trades on their trading
                  cards in lieu of obtaining an order ticket. However, the
                  executing member must record the order instructions, account
                  designation, and execution time on the member's order.

               -  Only Members located on the floor may communicate with non-
                  members located off the floor for the purpose of placing
                  orders for the member's personal trading account or the member
                  firm's proprietary account in CBOT contracts and non-CBOT
                  markets.

               -  Members or members' broker assistants located on the floor may
                  communicate with non-members located off of the trading floor
                  to accept orders or instructions to change orders from the
                  non-member for agricultural and financial futures and options
                  contracts. The requisite audit trail requirements must be met
                  utilizing the booth to pit link unless the FCM authorizes the
                  executing floor broker to accept the non-member's order
                  without the booth to pit link. Under such authorization of the
                  FCM, the executing floor broker is responsible for meeting all
                  audit trail requirements including: recording customer orders
                  on member firm floor order tickets; recording the account
                  identifier of the customer; and time stamping the customer
                  order upon receipt and upon confirmation of an execution.

                  Member firms may also permit member or non-member employees
                  (including APs) located off the floor to communicate orders
                  for its proprietary or customer accounts directly to a floor
                  broker or his broker assistant without requiring the booth to
                  pit link upon the member firm's sole discretion. Under this
                  provision, the floor broker would be responsible for capturing
                  the required audit trail information.


          6.    Any and all headset communications must be voice recorded by the
     member or member firm authorized to use the headset(s). Members and member
     firms are permitted to utilize their own recording devices, providing that
     the devices meet reasonable standards with respect to quality and
     reliability, or members and member firms may utilize an Exchange
     administered voice recording system for a fee to be paid to the Exchange by
     the member or member firm utilizing the Exchange's system.

          7.    For reasons relating to the general safety and space concerns
     that arise out of the use of wired headsets, the Floor Committee is
     encouraged to facilitate, as the development of technology permits, a
     movement to a wireless headset only environment.

          8.    Authorization to use a headset does not entitle the authorized
     individual to a particular spot or site within a pit. In addition, Floor
     Clerks utilizing headsets may not loiter in the trading pits and must exit
     the trading pits when they are not conducting business. (06/01/01)

                                  Page 5 of 5


APPENDIX 3C - DRESS CODE

APPENDIX 3-C - DRESS CODE

Members and member firms must make every effort to ensure that their employees
and guests conform to the Chicago Board of Trade's Dress Code, as hereafter
defined. The Dress Code is designed to provide a safe and businesslike
atmosphere on the trading floor for all members and employees; an individual may
be refused access to the trading floor for violating the Dress Code. Members and
Member firms are subject to fines and/or other disciplinary measures imposed by
the Floor Conduct Committee for individual violations of the dress code and
violations of the dress code by their employees.

The Chicago Board of Trade Dress Code requires "Business Dress Attire" to be
worn at all times on the trading floor-not only during trading hours.  "Business
Dress Attire" is defined as conventional and businesslike attire which is neat,
clean and presentable; does not pose a safety hazard or distraction to the
wearer or others; and that which conforms to the following provisions:

     A)   Jackets (Suit Coat, Blazer or a Trading Jacket as prescribed by the
          Association) must be worn on the trading floor by Members and
          employees at all times.  No trading jackets from other Exchanges are
          allowed on the floor.  Guests may not wear trading jackets on the
          Exchange floor during trading hours. The display of patches or buttons
          with crude or offensive slogans is prohibited.

     B)   Badges, as prescribed by the Association, designating Member trading
          and access rights and non-member affiliation and access rights must be
          worn at all times. Badges must be worn in plain view, on the upper
          front of the jacket (not inside pockets or attached to lower pockets.)
          Badges from other Exchanges are prohibited. The wearing of out-dated,
          unauthorized or lapsed membership badges from the Exchange is
          prohibited. Badges must not be defaced, altered, or affixed with
          stickers or pictures not approved by the Association.

     C)   Men must wear ties (bow ties or neckties) at all times on the trading
          floor, with the exception of days when there is an early close for any
          part of the Exchange. Ties must be in good condition, knotted in a
          conventional manner, and drawn up to at least the second button from
          the collar. Collared shirts that can be worn with a tie must be worn
          at all times on the trading floor and must be neat, presentable and
          businesslike. Shirts must be clean, neat, presentable, tucked in and
          buttoned up to at least the second button from the collar. Golf-type
          shirts are permitted. Turtleneck sweaters for men are not allowed.
          Crewneck sweaters worn over a collared shirt are permitted if a
          necktie is visible; a trading jacket must also be worn. Shirts with
          offensive, crude or distracting slogans or pictures are prohibited.
          Pants or slacks must be neat, presentable and businesslike. Work
          pants, athletic pants and blue jeans are prohibited.

     D)   Women must wear pants, skirts or dresses that are neat, presentable,
          and businesslike. Skirts may be no shorter than two inches above the
          knee and must be significantly longer than the trading coat. Full,
          generously cut, businesslike split skirts may be worn. Shirts,
          blouses, sweaters or other tops must be neat, presentable, and
          businesslike. Shirts with offensive, crude or distracting slogans or
          pictures are prohibited. Work pants, athletic pants and blue jeans are
          prohibited. Attire should not expose the body in an inappropriate
          manner (e.g. bare midriffs, backs or thighs.)



     E)   Shoes must be worn at all times. Shoes must neither be of a design nor
          worn in a manner which presents a safety hazard. Slippers, open-toed
          shoes and sandals of any kind are prohibited. High platform shoes or
          high heeled shoes or boots with soles and/or heels greater than three
          inches are not permitted. Athletic shoes are permitted. Shoes must be
          in neat condition and must be tied or fastened at all times.

     F)   Shirts: T-Shirts, sweatshirts, athletic jerseys, hooded shirts,
          flannel shirts, hospital scrubs and shirts bearing messages,
          advertisements, pictures or slogans are prohibited. Attire should not
          expose the body in a manner inappropriate for business (e.g. bare
          midriffs, chests, or backs.)

     G)   Pants: The following are all prohibited: blue jeans, stone washed
          jeans, bib overalls, fatigues, tie dyes, shorts of any kind, tightly
          fitting stretch pants, spandex pants, bicycling pants, painter pants,
          sweat pants, athletic/exercise pants, pants with elastic at the
          ankles, tights worn in lieu of pants, pants with slogans,
          advertisements, or work loops, and any pants shorter than 2 inches
          above the ankle.

     H)   Piercing & Jewelry:  Jewelry may not be worn if it presents a safety
          hazard to the wearer or others.

     I)   Miscellaneous:  All headgear or head coverings are prohibited, except
          for religious reasons.  Sunglasses are prohibited unless they have
          prescription lenses.


In Summary: All dirty, frayed, faded, torn, badly wrinkled, revealing or
unbusinesslike clothing is prohibited. All clothing intended for athletic
activity or appropriate for manual labor is prohibited. Attire, worn by members,
employees or their guests, which exposes the body in a manner inappropriate for
a business atmosphere is prohibited from the trading floor at all times.

While the foregoing is comprehensive and employers and security staff shall
enforce the dress code as defined above, they are not limited to the specific
examples given.  10/01/00



                                  Appendix 3D

APPENDIX 3D - CHICAGO BOARD OF TRADE PIT OPENINGS AND
CLOSINGS/ELECTRONIC TRADING HOURS



-------------------------------------------------------------------------------------------------------------
     Commodity
        Code              Commodity            Open        Close        Type         Room        Symbol
-------------------------------------------------------------------------------------------------------------
                                                                               
         W            Wheat                  9:30 am      1:15 pm       Regular      Main           W
-------------------------------------------------------------------------------------------------------------
         W            Wheat Options             "            "
                         (Puts)                                         Regular      Main          WZ
                         (Calls)                                        Regular      Main          WY
-------------------------------------------------------------------------------------------------------------
         C            Corn                   9:30 am      1:15 pm       Regular      Main           C
-------------------------------------------------------------------------------------------------------------
         C            Corn Options              "            "
                         (Puts)                                         Regular      Main          PY
                         (Calls)                                        Regular      Main          CY
-------------------------------------------------------------------------------------------------------------
         O            Oats                   9:30 am      1:15 pm       Call         Main           O
-------------------------------------------------------------------------------------------------------------
         O            Oats Options              "            "
                         (Puts)                                         Call         Main          OV
                         (Calls)                                        Call         Main          OO
-------------------------------------------------------------------------------------------------------------
         S            Soybeans               9:30 am      1:15 pm       Regular      Main           S
-------------------------------------------------------------------------------------------------------------
         S            Soybean Options           "            "
                         (Puts)                                         Regular      Main          PZ
                         (Calls)                                        Regular      Main          CZ
-------------------------------------------------------------------------------------------------------------
         1C           CBOT(R) DJCA(SM)       7:20 am      3:15 pm       Regular      Finc'l        DE
                         Index
-------------------------------------------------------------------------------------------------------------
         1T           CBOT(R) DJTA(SM)       7:20 am      3:15 pm       Regular      Finc'l        DQ
                         Index
-------------------------------------------------------------------------------------------------------------
         1U           CBOT(R) DJUA(SM)       7:20 am      3:15 pm       Regular      Finc'l        DR
                         Index
-------------------------------------------------------------------------------------------------------------
         2B           Mortgage               7:20 am      2:00 pm       Regular      Finc'l        MF (open
                                                                                                    Outcry)
                                                                                                   ZG (a/c/c)
-------------------------------------------------------------------------------------------------------------
         2B           Mortgage Options        "             "           Regular     Finc'l       MFP (puts)
                         (Puts)                                                                  MFC (calls)
                         (Calls)                                                                 OZG (a/c/e)
-------------------------------------------------------------------------------------------------------------
         2F           Agency Notes  (10      7:20 am      2:00 pm       Regular     Finc'l      DN (open
                      Year)                                                                      outcry)
                                                                                               AN (e-cbot)
-------------------------------------------------------------------------------------------------------------
         2F           Agency Notes  (10         "           "
                      Year) Options
                      (Puts)                                            Regular     Finc'l         DNP
                      (Calls)                                           Regular     Finc'l         DNC
-------------------------------------------------------------------------------------------------------------
         2G           Agency Notes  (5       7:20 am      2:00 pm       Regular     Finc'l      DF (open
                      year)                                                                      outcry)
                                                                                               AF (a/c/e)
-------------------------------------------------------------------------------------------------------------
                      Agency Notes  (5       7:20 am      2:00 pm
                      Year) Options
        2GP           (Puts)                                            Regular     Finc'l     DFP (puts)
        2GC           (Calls)                                           Regular     Finc'l     DFC (calls)
                                                                                               OAF (a/c/e)
-------------------------------------------------------------------------------------------------------------
         06           Soybean Meal           9:30 am      1:15 pm       Call         Main          SM
-------------------------------------------------------------------------------------------------------------
         06           Soybean Meal Options      "            "
                         (Puts)                                         Call         Main          MZ
                         (Calls)                                        Call         Main          MY
-------------------------------------------------------------------------------------------------------------
         07           Soybean Oil            9:30 am      1:15 pm       Call         Main          BO
-------------------------------------------------------------------------------------------------------------
         07           Soybean Oil Options       "            "
                         (Puts)                                         Call         Main          OZ
                         (Calls)                                        Call         Main          OY
-------------------------------------------------------------------------------------------------------------
         10           1000 oz. Silver        7:25 am      1:25 pm       Call         Main          AG
-------------------------------------------------------------------------------------------------------------
         10           Silver Options            "            "
                         (Puts)                                         Call         Main          AP
                         (Calls)                                        Call         Main          AC
-------------------------------------------------------------------------------------------------------------
         11           CBOT(R) DJIA(SM) Index 7:20 am      3:15 pm       Regular      Finc'l        DJ
-------------------------------------------------------------------------------------------------------------
         11           CBOT(R) DJIA(SM) Index    "            "
                         (Puts)                                         Regular     Finc'l         DJP
                         (Calls)                                        Regular     Finc'l         DJC
-------------------------------------------------------------------------------------------------------------
         12           5000 oz. Silver        7:25 am      1:15 pm      Call          Main          SV
-------------------------------------------------------------------------------------------------------------



                                  Appendix 3D



----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
      Commodity
         Code                          Commodity                    Open       Close         Type         Room          Symbol
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
                                                                                                  
          14            Rough Rice Futures                         9:15 am    1:30 pm      Regular        Main            RR
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          14            Rough Rice Options                         9:15 am    1:30 pm
                           (Puts)                                                          Regular        Main           RRP
                           (Calls)                                                         Regular        Main           RRC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          15            Kilo Gold                                  7:20 am    1:40 pm        Call         Main            KI
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          19            100 oz. Gold                               7:20 am    1:40 pm        Call         Main            GH
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          17            T-Bonds                                    7:20 am    2:00 pm      Regular       Finc'l           US
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          17            T-Bonds Options                               "          "
                           (Puts)                                                          Regular       Finc'l           PG
                           (Calls)                                                         Regular       Finc'l           CG
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          21            T-Notes                                    7:20 am    2:00 pm      Regular       Finc'l.          TY
                        (6 1/2- 10 Year)
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          21            Long Term T-Note Options                      "          "
                           (Puts)                                                          Regular       Finc'l.          TP
                           (Calls)                                                         Regular       Finc'l.          TC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          25            T-Notes (5 Year)                           7:20 am    2:00 pm      Regular       Finc'l.          FV
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          25            Medium Term T-Note Options                    "          "
                           (Puts)                                                          Regular       Finc'l.          FP
                           (Calls)                                                         Regular       Finc'l.          FL
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          26            T-Notes (2 Year)                           7:20 am    2:00 pm      Regular       Finc'l.          TU
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          26            Short Term T-Note Options                     "          "
                           (Puts)                                                          Regular       Finc'l.         TUP
                           (Calls)                                                         Regular       Finc'l.         TUC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          41            30-Day Fed Fund                            7:20 am    2:00 pm      Regular       Finc'l.          FF
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          42            Long-Term Municipal Bond Index             7:20 am    2:00 pm      Regular       Finc'l.          MB
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------
          42            Long-Term Municipal Bond Index Options        "          "
                           (Puts)                                                          Regular       Finc'l.          QP
                           (Calls)                                                         Regular       Finc'l.          QC
----------------------- ----------------------------------------- ---------- ----------- ------------- ------------ ---------------


                                  Page 2 of 3


                                   Appendix 3D

     *SUPPLEMENTAL INFORMATION
     -------------------------
     -    Wheat Options open by call.

     -    DJIA(SM) Index, Corn, Soybean, Rough Rice and Wheat Options will close
          by call on the last day in an expiring series.



                         Electronic Trading Schedules
                         ----------------------------



        ---------------------------------------------------------------------------------------------------------------------------
                                    T-Bonds & T-Notes (2 Year, 5 Year and 6 1/2 - 10 Year),
                                    Agency Note (10 Year and 5 Year), Municipal Bond Index, Mortgage
                                         Futures & Options & 30 Day Fed Funds Futures
        ---------------------------------------------------------------------------------------------------------------------------
        Trading Day                                 Trading Session
        -----------                                 ---------------
                                                 
        Monday                                      Sun.   (8:00 p.m.) - Mon. (4:00 p.m.)
        Tuesday                                     Mon.   (8:00 p.m.) - Tue. (4:00 p.m.)
        Wednesday                                   Tue.   (8:00 p.m.) - Wed. (4:00 p.m.)
        Thursday                                    Wed.   (8:00 p.m.) - Thurs. (4:00 p.m.)
        Friday                                      Thurs. (8:00 p.m.) - Fri. (4:00 p.m.)
        ---------------------------------------------------------------------------------------------------------------------------




        ---------------------------------------------------------------------------------------------------------------------------
                                            Grains & Soybean Complex (Futures & Options)
        ---------------------------------------------------------------------------------------------------------------------------
        Trading Day                                 Trading Session
        -----------                                 ---------------
                                                 
        Monday                                      Sun.   (8:30 p.m.) - Mon. (6:00 a.m.)
        Tuesday                                     Mon.   (8:30 p.m.) - Tue. (6:00 a.m.)
        Wednesday                                   Tue.   (8:30 p.m.) - Wed. (6:00 a.m.)
        Thursday                                    Wed.   (8:30 p.m.) - Thurs. (6:00 a.m.)
        Friday                                      Thurs. (8:30 p.m.) - Fri. (6:00 a.m.)
        ---------------------------------------------------------------------------------------------------------------------------




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

                             CBOT(R) DJIA(SM) Index (Futures & Options), CBOT(R) DJTA(SM), DJUA(SM), & DJCA(SM) Index
                                             (Futures), 100 oz. Gold & 5000 Silver (Futures)
        ---------------------------------------------------------------------------------------------------------------------------
        Trading Day                                 Trading Sessions
        -----------                                 ----------------
                                                 
        Monday                                      Sun.   (8:15 p.m.) - Mon. (4:00 p.m.)
        Tuesday                                     Mon    (8:15 p.m.) - Tue. (4:00 p.m.)
        Wednesday                                   Tue.   (8:15 p.m.) - Wed. (4:00 p.m.)
        Thursday                                    Wed.   (8:15 p.m.) - Thurs. (4:00 p.m.)
        Friday                                      Thurs. (8:15 p.m.) - Fri. (4:00 p.m.)
        ---------------------------------------------------------------------------------------------------------------------------


                                                                        06/01/01

                                  Page 3 of 3


                                  Appendix 3E


APPENDIX 3E - CONTRACT MONTH SYMBOLS



First Year Month Symbols
----------------------------------------------------------------------------------------------------
                                                                           
January -            F      April -       J      July -              N     October -            V
----------------------------------------------------------------------------------------------------
February -           G      May -         K      August -            Q     November -           X
----------------------------------------------------------------------------------------------------
March -              H      June -        M      September -         U     December -           Z
----------------------------------------------------------------------------------------------------
Second Year Month Symbols
----------------------------------------------------------------------------------------------------
January -            A      April -       D      July -              L     October -            R
----------------------------------------------------------------------------------------------------
February -           B      May -         E      August -            O     November -           S
----------------------------------------------------------------------------------------------------
March -              C      June -        I      September -         P     December -           T
----------------------------------------------------------------------------------------------------


Third Year Month Symbols
------------------------

Same as first year symbols with the year noted.



                                  Appendix 3G

APPENDIX 3G - GUIDELINES - BADGE VALIDATION AND RETURN

1.   In each of the following circumstances, the referenced individual's
     membership floor access badge must be returned to the Member Services and
     Member Firm Staff Services ("Member Services") Department as indicated if
     the transaction involves the individual's only membership or all of his/her
     memberships:

          a.   A membership seller within 30 days the effective date of the
     membership sale; (Membership sale proceeds will not be released to the
     seller unless the badge has been returned).

          b.   A membership transferor within 30 days after the transfer has
     occurred.

          c.   A membership delegator within 30 days after the effectiveness
     of the delegation agreement.

2.   Each membership delegate must return the applicable delegate badge to the
     Member Services Department within 30 days after the delegation agreement's
     termination or expiration.

3.   Upon the effective date of any Exchange suspension of membership
     privileges, the suspended individual must return his/her membership floor
     access badge to the Member Services Department within 30 days of the
     effective date of the suspension for the suspension's duration.

4.   Upon the termination or expiration of any delegation agreement, the
     Exchange will delete the terminated delegate's identifying acronym from
     Exchange computer records after the delegate's 30-day grace period expires.

5.   Only Exchange-issued badges will be permissible for floor access. Sewn-on
     badges will not be permissible.

6.   No member, membership interest holder or delegate will be relieved of
     responsibility for returning the badge, even if lost, without specific
     approval of the Floor Conduct Committee.

     All cases involving lost membership floor access badges should be referred
     to the Member Services Department which shall have the authority to issue a
     replacement badge. Member Services will issue a replacement badge only to
     individuals with valid membership floor access privileges and who are
     current in their dues. Any problems or unusual circumstances involving a
     lost membership floor access badge will be referred to the Floor Conduct
     Committee.

     All cases involving lost floor clerk badges will be referred to the Co-
     Chairman or, in his absence, the Vice-Chairman of the Floor Conduct
     Committee. No floor clerk will be issued a replacement badge or be relieved
     of responsibility for returning the badge without specific approval of the
     Co-Chairman or, in his absence, the Vice Chairman of the Floor Conduct
     Committee.

7.   Floor clerk badge applicants must present acceptable identification when
     filing their applications. Exchange staff will verify member's co-
     signatures on floor clerk badge applications and will process such
     applications in no less than 24 hours after receipt.

                                                                        03/01/94




                                  Appendix 4C

APPENDIX 4C - CAPITAL REQUIREMENTS FOR NON-FCM MEMBER FIRMS

The minimum financial requirements for Non-FCM member firms are:
1.   a.   Net Worth in excess of $100,000. For the purpose of this subsection,
Net Worth is defined as total assets (inclusive of CBOT memberships at 70% of
their market value) minus all liabilities with the exception of those which
qualify as equity capital; or

     b.   For firms that are registered as a Professional Trading Firm under
Regulation 230.02(6), the net worth shall be the greater of $100,000 per active
floor trader who personally executes a significant portion of his or her orders
on the trading floor and for the firm's proprietary account or 25% of the
*SPAN(R) margin requirement. For the purpose of this subsection, Net Worth is
defined as total assets (inclusive of CBOT full and associate memberships at 70%
of their market value and COM membership interests at 50% of their market value)
minus all liabilities with the exception of those which qualify as equity
capital;

2.   Any firm which relies on subordinated debt to meet the minimum Net Worth
requirement must submit a copy of the subordinated loan to the Office of
Investigations and Audits ("OIA") for approval. All loans must generally comply
with the rules regarding subordinated loans for FCMs. Subordinated debt may not
exceed 70% of total capital. A standard Non-FCM subordinated loan agreement is
available from OIA;

3.   Each Non-FCM firm is required to file a yearly financial statement within
90 days of the firm's year-end. In addition, the Exchange may request additional
financial information as it deems appropriate;

4.   A Letter of Attestation must accompany all financial statements. The Letter
of Attestation must be signed by the individual designated as the Chief
Financial Officer (or as having these responsibilities), in accordance with
Chicago Board of Trade Regulation 230.03(a), provided that he is either a member
of the Chicago Board of Trade whose membership is registered for the firm or
that he has executed, and filed with the Exchange, a Designated Person Consent
to Jurisdiction. In the case of a partnership, such individual must also be a
general partner. The signature of the Chief Financial Officer, or the person who
has these responsibilities, may be waived by the Exchange, at the discretion of
the Exchange. In the event of such waiver, the firm will be required, in the
case of a partnership, to have a general partner sign the financial statements.
In the case of a corporation, the firm will be required to have the Chief
Executive Officer sign the financial statements. In either event, the individual
must either be a member of the Chicago Board of Trade or must have executed, and
filed with the Exchange, a Designated Person Consent to Jurisdiction.

Nothing contained herein shall be construed to prevent the Board of Trade
Clearing Corporation from establishing capital requirements, for its members or
applicants for membership in the Clearing House, different or greater than those
prescribed herein.

*    "SPAN" and "Standard Portfolio Analysis of Risk" are trademarks of the
Chicago Mercantile Exchange. The Chicago Merchantile Exchange assumes no
liability in connection with the use of SPAN by any person or entity.

01/01/99



   APPENDIX 4E - MINIMUM FINANCIAL REQUIREMENTS FOR AGRICULTURAL REGULARITY

The minimum financial requirements for firms which are regular to deliver
agricultural products are:

1.   Working Capital - (current assets less current liabilities) must be greater
     than or equal to $2,000,000. Firms which do not have $2,000,000 in Working
     Capital must deposit with the Exchange $5,000 per contract which it is
     regular to deliver, up to a maximum of $2,000,000, less SEC haircuts, as
     specified in SEC Rule 15c3-1(c)(2)(vi), (vii) and (viii) plus 3% in the
     event of liquidation;

2.   New Worth - (Total assets less total liabilities) divided by the firm's
     allowable capacity (measured in contracts) must be greater than $5,000; The
     net worth of a firm regular to deliver corn or soybeans must be greater
     than or equal to $5,000,000. The operator of a shipping station issuing
     corn or soybean shipping certificates may only issue new shipping
     certificates when the total value of all outstanding shipping certificates
     and the new shipping certificates, at the time of issuance of the new
     shipping certificates, does not exceed 25% of net worth;

3.   Each firm which is regular to deliver agricultural products is required to
     file a yearly certified financial statement within 90 days of the firm's
     year-end. Each such firm is also required to file within 45 days of the
     statement date an unaudited semi-annual financial statement. However, each
     operator of a shipping station issuing corn or soybean shipping
     certificates is required to file within 45 days of the statement dates
     unaudited quarterly financial statements for each of the three quarters
     which do not end on such firm's year-end. In addition, the Exchange may
     request additional financial information as it deems appropriate;

4.   A Letter of Attestation must accompany all unaudited financial statements.
     The Letter of Attestation must be signed by the Chief Financial Officer or
     if there is none, a general partner, executive officer, or managerial
     employee who has the authority to sign financial statements on behalf of
     the firm and to attest to their correctness and completeness.

5.   For the requirements for notification of capital reductions, see Regulation
     285.03.

                                                                        01/01/00



                                  Appendix 6A

APPENDIX 6A - FEE SCHEDULE: Member Claims

--------------------------------------------------------------------------------
Amount of Claim
--------------------------------------------------------------------------------
    $2,500 or less........................................   $150.00
    More than $2,500......................................   $250.00
--------------------------------------------------------------------------------
Stenographic Fees*
--------------------------------------------------------------------------------
    For attendance at a meeting:
    2-1/2 hour minimum....................................   $ 50.00
    Per Hour..............................................   $ 20.00
    Per Half Hour.........................................   $ 10.00
    For transcript:
    Original per page.....................................   $  2.00/page
    Carbon per page.......................................   $   .90/page
    Original per page (Daily copy)........................   $  2.60/page
    Carbon per page (Daily copy)..........................   $   .90/page
------------------------------------------------------------ -------------------

*Only for oral hearings.



                                  Appendix 6B

APPENDIX 6B - FEE SCHEDULE: Customer and Non-Member Claims

--------------------------------------------------------------------------------
Amount of Claim
--------------------------------------------------------------------------------
    $2,500 or less........................................   $150.00
    More than $2,500......................................   $350.00
--------------------------------------------------------------------------------

Unassociated Arbitrators*
------------------------
         $50 per unassoicated arbitrator per hearing** for claims heard pursuant
         to Regulation 630.12 [$2,500 or less] [minimum charge of $150].

         $100 per unassociated arbitrator per hearing date** for claims heard
         pursuant to Regulation 630.08 [more than $2,500] [minimum charge of
         $300].***

--------------------------------------------------------------------------------
Stenographic Fees*
--------------------------------------------------------------------------------
    For attendance at a meeting:
    2-1/2 hour minimum....................................   $ 50.00
    Per Hour..............................................   $ 20.00
    Per Half Hour.........................................   $ 10.00
    For transcript:
    Original per page.....................................   $  2.00/page
    Carbon per page.......................................   $   .90/page
    Original per page (Daily copy)........................   $  2.60/page
    Carbon per page (Daily copy)..........................   $   .90/page
--------------------------------------------------------------------------------

  *      Optional

 **      Hearings are normally scheduled for 2:15 p.m. and seldom last more than
         2-1/2 hours. If a hearing lasts in excess of 2-1/2 hours, requires an
         additional hearing date, or is continued on less than 24 hours' notice
         to the Administrator, fees will be charged for an additional hearing
         date.

***      These direct incremental costs attendant upon the provision of
         unassociated arbitrators will be paid by the member in cases involving
         customer claims regardless of the outcome of the arbitration unless the
         arbitrators decide that the customer has acted in bad faith in
         initiating, or participating in, the arbitration proceeding. Such
         incremental costs shall be allocated between the parties in the
         arbitrators' discretion in cases involving non-member claims.



APPENDIX 9B - IMPLEMENTATION REGULATIONS OF e-cbot CONCERNING TECHNICAL
EQUIPMENT

1    Definitions

1.1  Network

The Network (the "Network") includes the entirety of all hardware elements
combined in each network node as well as all necessary components for the
connection of the network nodes (transmission lines for telecommunications,
etc.) which form the technical basis for the implementation of trading on e-
cbot, Eurex Deutschland and Eurex Zurich (the "Alliance Exchanges"). The Network
is constructed in a radial form and contains, as network nodes in particular,
the central host node of e-cbot, the central host node of  the Eurex Deutschland
and Eurex Zurich ("the Eurex Exchanges"), and the access points and all
components of Participant Front End Installations.

1.2  Electronic Data Processing System

The Electronic Data Processing System (the "EDP System") includes both the
Network and the operation-ready installed application of one or more of the
Alliance Exchanges.

1.3  Participant Front End Installation

A Participant Front End Installation consists of one or more computers which
enable trading on e-cbot (a Participant Front End System according to subsection
1.4 or a Multi-Member- Front End System according to subsection 1.5) and Network
components by which the connection to the Network  is made. In addition, the
Participant Front End Installation shall include all necessary components for
the maintenance of such Exchange Participant's internal network connections
(e.g., Gateways, Routers, etc.), provided that they are located in a network
area reserved for the Exchange (the 'Logical Network'). Additional hardware
elements are not components of the Participant Front End Installation, although
they may be connected thereto, to the extent that they satisfy the interfacing
demands established by the Exchange and - if required- have been registered at
the Exchange.

1.4  Participant Front End System

A Participant Front End System consists of at least one Exchange Participant's
computer integrated into the Network, and is equipped with sufficient capacity
and data security options in order to secure the technical basis on the part of
the Exchange Participant for participation on e-cbot. A Participant Front End
System is a component of the Participant Front End Installation (subsection 1.3)
and as such is part of the Network.



1.5  Multi-Member-lntegrated System Server

(a)  Two or more Exchange Participants may access e-cbot by means of a common
     Front End System (Multi- Member-Front End System), which is a component of
     the Front End Installation (subsection 1.3). In such cases, the Exchange
     Participants should notify the Exchange to adjust the capacity of the
     telecommunications connection accordingly. A Multi-Member Front End System-
     should be installed as a 2-LAN configuration and connected as a MISS group
     with two servers.
(b)  CBOT Direct - e-cbot may maintain a MISS group as part of a Front End
     Installation through which one or more Exchange Participants may access e-
     cbot with the approval of their primary clearing member.

1.6  Logical Network

The Logical Network includes, in addition to the Network, all components at the
Exchange Participant's site which are connected for technical reasons to the
Network. Such components must be located in a network area reserved for the
Exchange.

1.7  Data Transmission Equipment

Telecommunication within the Network occurs by means of Data Transmission
Equipment, consisting of access points, routers and data transmission lines. A
Participant Front End System or a Multi-Member Front End System shall always be
connected by at least two data transmission lines to an access point.

1.8  Network Parameters

Network Parameters are values, dependent on the network software and its
underlying operating system software, which control the communication between
computers within a network. Network Parameters are installed with standard
settings prescribed by the Exchange upon the initial installation of the
software relating to network functions.

1.9  Auto-Quote Machines

Auto-Quote Machines are automatic quotation systems for options and futures. On
the basis of pricing information and additional parameters determined by the
Exchange Participant, quotes are automatically generated by an Auto-Quote
Machine and transmitted into the EDP System.

1.10 Electronic Eyes

Electronic Eyes are computer programs which continuously receive market prices
of Exchange products from the EDP System  and evaluate such market prices. As
soon as the price of an order or quote which is received by the Electronic Eye
lies within the range previously set by the Exchange Participant, the Electronic
Eye automatically generates an order which is then transmitted through the
programmable interfaces made available via the Participant Front End System to
the EDP System for execution.



1.11  Third Party Software

Third party software is software which is not provided by or on behalf of e-cbot
and which is connected by an Exchange Participant to the programmable interface
of the EDP System.

1.12  Location

Subject to Regulation 9X.06, Location within the meaning of this provision means
the entirety of all business premises occupied by an Exchange Participant within
a building in which Participant Front End Installations have been installed for
the purpose of active options and futures trading. Business premises in which
Participant Front End Installations are only employed in emergencies or for the
purpose of engaging in technical simulated tests are not deemed to constitute a
Location within the meaning of this provision.


2     Connection to the EDP System

2.1   Requirements

Upon admission to participate in options and futures trading, the Exchange
Participant is connected to the EDP System. This connection is subject to the
Exchange Participant's compliance with Exchange Rules, including these
Implementation Regulations. By the establishment of such connection, the EDP
System shall not be compromised on the basis of Location or any other technical
grounds.  Each Exchange Participant undertakes to ensure that it is entitled to
connect each of its Participant Front End Installations to the EDP System  and
to execute trading on e-cbot, according to the national laws and regulations
effective in the country of each respective Location.

2.2   Installation of Participant Front End Installations

Each of an Exchange Participant's Front End Installations, if not employed in
emergencies or for the purpose of participating in technical simulated tests
(subsection 1.12) must be installed at a Location of the Exchange Participant
and should be configured redundantly.

Upon receipt of prior notification from an Exchange Participant or from an
applicant for Exchange admission, the Exchange may permit the installation and
the operation of a Participant Front End Installation at the business premises
of a third party engaged by the Exchange Participant or applicant for Exchange
admission to operate such Participant Front End Installation, if the application
of and compliance with the provisions of the rules and regulations of the
Exchange and supplemental conditions thereto are ensured, in particular in
respect of such third party. By means of appropriate agreements concluded with
the third party, the Exchange Participant or applicant for Exchange admission
shall secure the granting to the Exchange by the third party of the right to
inspect the business premises of such third party at all times for the purpose
of determining compliance with the requirements for the installation and
operation of a Participant Front End Installation.



2.3  Installation of Several Participant Front End Systems

An Exchange Participant may apply for the connection of several Participant
Front End Systems. The Exchange may limit the number of Participant Front End
Systems applied for by an Exchange Participant for cause, including reasons
relating to system performance.

2.4  Connection of Quote Machines/Electronic Eyes

Upon special application by an Exchange Participant, the Exchange may permit the
connection of Auto-Quote Machines and/or Electronic Eyes to the EDP System
through the programmable interfaces made available via the Participant Front End
System, provided that the Exchange Participant continuously ensures that the
Auto-Quote Machines and/or Electronic Eyes

 .   are installed at the Locations of the Exchange Participant and

 .   are given parameters which correspond to at least one member for the
    Exchange Participant and

 .   are controlled by at least one such person during trading hours.


3   Technical Requirements

The technical requirements set forth herein are binding on all Exchange
Participants; divergence from such regulations shall require the written consent
of the Exchange. The Exchange may at any time examine the configurations and
Network Parameters of an Exchange Participant and require the modification of
divergent values. In modifying such values,  the Exchange Participant is
required to effect such technical modifications to its Participant Front End
Installation as are required by the Exchange within any timeframe imposed by the
Exchange. Upon request from the Exchange , the Exchange Participant is obligated
to grant the Exchange access to the technical infrastructure employed by it for
establishing a connection with the EDP System to facilitate the carrying out of
technical inspections. Such access and/or any right of inspection is subject to
applicable local law.  If modifications are not completed within the time frame
imposed by the Exchange, the Exchange may restrict or bar the Exchange
Participant's access to the EDP System.


4   Hardware

4.1 Requirements

EDP equipment which ensures the orderly execution of trading over the EDP System
must be made available by Exchange Participants.



4.2  Permitted Trading Platforms

The Alliance Exchanges shall specify permitted trading platforms for
installation on the Participant Front End Installation connected to the EDP
System.

4.3  Approved Hardware Configurations

All hardware configurations planned by an Exchange Participant must be approved
by the Exchange - by submitting the configuration questionnaire supplied by or
on behalf of the Exchange and filled in by the Exchange Participant- prior to
their installation; the same shall apply to modifications.

4.4  Responsibility for Operation

The operation of the Participant Front End Installation (including integrated
Routers) is the sole responsibility of the Exchange Participant. Each Exchange
Participant shall guarantee that it will operate its Participant Front End
Installation in an orderly manner, and that, by such operation, the operation
and functionality of trading and clearing on the Alliance Exchanges shall not be
compromised.


5 Software

5.1  Exchange Software

The Exchange shall make available to the Exchange Participants the application
software without source code. Subject to the rules and regulations of the
Exchange, including these Implementation Regulations, an Exchange Participant is
hereby granted a non-exclusive, non-transferable, revocable license to use the
current version of the application software as made available by the Exchange
solely for trading on e-cbot at an approved Location and may neither alter nor
copy such software without the consent of the Exchange. The foregoing shall not
apply to the production of copies of the application software if such copies are
produced solely for data storage purposes. Each Exchange Participant is
responsible for the installation of the application software on the components
of his Participant Front-End installation.

5.2  Participant's Operating System Software

The Exchange shall specify each version of the operating system software valid
at the time, including all necessary components, used for operation of the
current version of the application software on the Participant Front End
Installation.


5.3  Registration of Third Party Software

If an Exchange Participant intends to connect Third Party Software to the
programmable interface of the EDP System, the Exchange Participant shall assign
an electronic identifier to such Third Party Software before connecting it to
the programmable interface, observing the Exchange's instructions as to the



systematic composition of such identifier, and shall have the Third Party
Software registered at the Exchange.

Each Exchange Participant shall ensure that the identifier assigned to Third
Party Software used by it will be sent together with each transmission to the
EDP System, when the registered Third Party Software communicates with the EDP
System  via the programmable interface. In case the EDP System is impaired by
the Third Party Software connected to the programmable interface, the  Exchange
may prohibit the connection of such software with immediate effect.

5.4  Responsibility for the Use of Third Party Software

The application software made available by the Exchange includes interfaces for
front and back office systems. The Exchange Participant itself is responsible
for the software which uses these interfaces.


6    Extent of Use of Data Transmission Equipment

An Exchange Participant may use the Data Transmission Equipment which serves
trading on e-cbot solely for trading on e-cbot unless otherwise approved in
writing by the Exchange. However, the Exchange reserves the right to use the
Data Transmission Equipment also for trading and clearing on other institutions.


7    Transmission Lines for Telecommunication

7.1  Control of Transmission Lines

The Exchange shall control the lines for the entire physical network/Network.
Installation and operation of the transmission lines for telecommunications
which are necessary for the connection between the Participant Front End
Installation and the Exchange shall be carried out by the Exchange or may be
contracted out by the Exchange.

7.2  Range of Transmission Lines

e-cbot shall make available a connection to the Location of the Exchange
Participant, provided that the transmission paths and types of connection
supported by e-cbot are available for such Exchange Participant and, under
normal conditions and adequate expense, able to be established and operated
while meeting the security and quality standards set forth by e-cbot.

7.3  Connection to Network

A Participant Front End Installation may only be connected to the access point
designated by the Exchange, and such connection must be by means of at least two
transmission lines.



7.4  Security Against Failure

In order to increase security against failure, Participant Front End
Installations may be connected to the Network by means of more than two lines.

7.5  Number of Transmission Lines

Notwithstanding these regulations, the Exchange can set a minimum and maximum
number of the transmission lines necessary for an Exchange Participant to
connect its Participant Front End Installation to the EDP System, to the extent
that such action is necessary for reasons relating to system performance or for
other serious reasons.


8    Network Parameters


8.1  Specification of Network Parameters

To ensure the security of the Network and to protect the Participant Front End
Installations, each Exchange Participant shall comply with the following Network
Parameters.

 .   An Exchange Participant's computers which are not components of the
    Participant Front End Installation may only access the Participant Front End
    Systems of such Exchange Participant and may not access other computers in
    the Network;

 .   Only the computers of the Participant Front End Installation may access or
    be accessed from the Network;

 .   Unauthorized access by a Participant Front End Installation to the computers
    of the Alliance Exchanges is prohibited,

 .   Communication between Exchange Participants by means of the Network  is
    prohibited.

8.3 Compliance With Network Parameters

Upon installation of the Participant Front End Installation and Network
components, the Exchange Participant shall establish and maintain the Network
Parameters selected by the Exchange.

8.4 Reservation of Network Areas

The Exchange reserves network areas for its Logical Network. The network areas
selected by the Exchange can only be used for participation on the Exchange.
Within its own network, each Exchange Participant may use any network areas that
are not reserved for the Exchange.




8.5  Node Numbers/Node Names

The Exchange shall assign node numbers and node names for the entire Logical
Network. Within the Network, only the nodes authorized by the Exchange by
assignment of node numbers may communicate with the EDP System.

Consequently, no computer that has not received a corresponding node number from
the Exchange may be connected by the Exchange Participants in the network areas
reserved by the Exchange. The transfer of the assigned node number and the
related node name to a computer with a function other than that as applied for
is prohibited.


9    Emergency Plan

9.1  Responsibility

Each Exchange Participant is responsible for taking appropriate measures for
emergency planning and management.

9.2  Emergency Computer Center

An Exchange Participant may establish an inactive emergency computer center
(computer failure center) and, if necessary, may connect this center with an
inactive line to an access point. The costs incurred by the Exchange shall in
such case be paid by the Exchange Participant.

9.3  Connection Between Two Locations

It an Exchange Participant operates at two or more Locations, he may supply any
two Locations with a connection in order to ensure breakdown protection in the
event of a disruption of the connection between one Location and an access
point.


10   Personnel

Each Exchange Participant is obligated to maintain a sufficient number of
qualified personnel at all times during trading hours and to guarantee their
availability by telephone in order to ensure the orderly operation of the
components of the EDP System which are in the control of the Exchange
Participant, particularly in order to take the necessary measures at the
instruction of the Exchange in the event of a technical disruption. In addition,
each Exchange Participant shall provide the Exchange with the name and telephone
number of a person to be contacted in the event of a technical disruption.



11   Costs


11.1 Hardware and Software

The costs for the purchase, installation and maintenance of all hardware and
software used by an Exchange Participant shall be borne by the Exchange
Participant, and shall not be borne by the Exchange, provided that the
application software referred to in subsection 5.1 shall be made available by
the Exchange without additional cost.

11.2 Telecommunications Networks

The one-time and the continuing costs for establishing and operating the
Network, including the expenses for telecommunications transmission lines, will
be levied on Exchange Participants in the form of a fee established  by the
Exchange.


12   Technical Problems

12.1 Measures

During technical disruptions, the Board may suspend or restrict access to the
EDP System for one, several or all Exchange Participants, regardless of whether
such problems appear at one or more of the Alliance Exchanges or at one, several
or all Exchange Participants. The Exchange may resume trading or re-commence
after an interruption, even if one or several Exchange Participants still do not
have access to the EDP System for e-cbot if in the opinion of the Board of
Directors an orderly market continues to exist or is once again possible.

12.2 Information to Exchange Participants / Exchange Participants' Obligation to
Cooperate

Exchange Participants are obligated to inform themselves about technical
requirements and changes by means of the media made available by the Exchange.
The Exchange shall, to the extent possible, inform the Exchange Participants
without undue delay of any technical problems. In case of technical problems of
the EDP System, Exchange Participants are obligated to grant the Exchange or its
representatives access to their Locations in which Participant Front End Systems
are installed  for problem resolution.

12.3 Suspension of Options and Futures Trading

In the event of the suspension of trading on the basis of technical problems,
the Exchange shall place the EDP System on 'halt status', so that no more inputs
can be effected by Exchange Participants.

The resumption of trading after a trading suspension pursuant to the foregoing
regulation shall begin with a new Pre-Trading Period pursuant to Regulation
9x.09. Subsequently, trading will proceed consistently with Exchange Rules and
Regulations.

The Exchange shall inform Exchange Participants without delay of the reduced
time of the trading period.



                                 Appendix 10A


APPENDIX 10A - ELEVATORS IN THE CHICAGO AND BURNS HARBOR SWITCHING DISTRICTS
(WHEAT & OATS)

Following is a listing of the elevators in the Chicago and Burns Harbor
Switching Districts approved as regular for the delivery of Wheat and Oats
through June 30, 2002:



--------------------------------------------------------------------------------
                                                                CAPACITY IN
        WAREHOUSE                     LOCATION                    BUSHELS
--------------------------------------------------------------------------------
                                                    
  Cargill, Inc.              Cargill     Burns     Harbor       5,473,000
                             Portage, IN

  Chicago & Illinois         Chicago                            9,156,000

  River Marketing LLC
--------------------------------------------------------------------------------


Note:  All elevators are Federally licensed.

                                                                       07/01/00


                                 Appendix 10B



APPENDIX 10B - ELEVATORS IN THE ST. LOUIS AND EAST ST. LOUIS SWITCHING DISTRICTS
(WHEAT)

Following is a listing of the elevators in the St. Louis, East St. Louis and
Alton Switching districts approved as regular for the delivery of Wheat through
June 30, 2002:



-----------------------------------------------------------------------------------------------------------
                                                                                        CAPACITY IN
        WAREHOUSE                            LOCATION                                     BUSHELS
-----------------------------------------------------------------------------------------------------------
                                                                                
Archer-Daniels-Midland                 St. Louis                   Elevator                 2,154,000
                                       St. Louis, MO

Cargill Inc.                                                       Elevator                 2,481,000
                                       East St. Louis, IL

ConAgra Flour Mill                     Alton,                                               3,390,000
                                       IL
-----------------------------------------------------------------------------------------------------------


Note:    All Elevators listed are Federally licensed.

                                                                        07/01/00



                                  Appendix 10C


APPENDIX 10C - ELEVATORS IN THE MINNEAPOLIS AND ST. PAUL SWITCHING DISTRICTS
(OATS)

Following is a listing of the elevators in the Minneapolis and St. Paul, MN
Switching Districts which are approved as regular for the delivery of Oats
through June 30, 2002:



------------------------------------------------------------------------------------------------
                                                                           CAPACITY IN
     WAREHOUSE                           LOCATION                           BUSHELS
------------------------------------------------------------------------------------------------
                                                                  
Bunge Corporation                      Midway               Elevator        2,643,000
                                       Minneapolis, MN

                                       Port Bunge           Elevator        9,275,000
                                       Savage, MN

Cargill, Inc.                          Port                  Cargill       19,522,038
                                       Elevator                  "C"
                                       Savage, MN

Cenex Harvest States                   HSC Savage           Elevator          641,000
Co-Operatives                          Savage, MN

                                       Elevator #2                          1,400,000
                                       St. Paul, MN

                                       St. Paul         Elevator "M"        1,331,000
                                       St. Paul, MN

                                       Calumet              Elevator        1,323,000
ConAgra, Inc.                          Minneapolis, MN
                                       Electric Steel       Elevator
                                       Minneapolis, MN                      4,579,000

                                       Malt-One             Elevator        2,348,000
                                       Minneapolis, MN

                                       Marquette            Elevator        3,830,000
                                       Minneapolis, MN

                                       Shakopee             Elevator        1,122,000
                                       Shakopee, MN
                                       Delmar #4/Washburn          C

General Mills, Inc.                    Minneapolis, MN                      9,636,000

                                       Washburn             Elevator        2,400,000
                                       Checkerboard     Elevator   B
                                       Minneapolis, MN

                                       Washburn         D-Elevator T        4,047,000
                                       Minneapolis, MN

                                       Fridley              Elevator        4,955,000
                                       Fridley, MN
------------------------------------------------------------------------------------------------


NOTE:  ALL ELEVATORS ARE FEDERALLY LICENSED.

                                                                        11/01/00



                                 APPENDIX 10D

APPENDIX 10D - ELEVATORS IN THE TOLEDO, OHIO SWITCHING DISTRICT (WHEAT)

Following is a listing of the elevators in the Toledo, Ohio Switching District
which are approved as regular for the delivery of Wheat through June 30, 2002:



-----------------------------------------------------------------------------------------------------
                                                                                      CAPACITY IN
            WAREHOUSE                             LOCATION                              BUSHELS
-----------------------------------------------------------------------------------------------------
                                                                               
The Andersons Agriculture Group Andersons' Elevator                                   20,559,000
L.P.                               Maumee, Ohio

                                   Reynolds Road                                         983,000
                                   Toledo, Ohio

                                   Riverfront Elevator                                 7,232,000
                                   Toledo, Ohio

                                   Conant Street Elevator                              6,316,000
                                   Maumee, Ohio

                                   Edwin Drive Elevator                                6,732,000
                                   Toledo, Ohio
                                   Elevator
ADM/Countrymark, Inc.              Toledo, Ohio                                        9,795,000

                                   Grain Elevator                                      7,680,000
                                   Ottawa Lake, MI
-----------------------------------------------------------------------------------------------------

NOTE: ALL ELEVATORS ARE FEDERALLY LICENSED.

                                                                        07/01/00




                                 Appendix 10E

APPENDIX 10E - GRAIN

Beginning with new crop 1993 delivery months, the following maximum storage
rates, as specified in Regulation 1056.01, will be applicable to Chicago Board
of Trade approved elevators regular for the storage of grain:

          Wheat:    Effective July 1, 1993, the storage rate shall not exceed
                    15/100 of one cent per bushel per day.

          Oats:     Effective September 1, 1993, the storage rate shall not
                    exceed 13/100 of one cent per bushel per day.

The following is a listing of the storage rates effective prior to the
implementation of the maximum rates. Storage rates which are below the maximum
rates will remain in effect after implementation of the maximum rates.



-------------------------------------------------------------------------------------------------------------------
 WAREHOUSE & LOCATION                          RATE                            EFFECTIVE DATE
-------------------------------------------------------------------------------------------------------------------
                                                                         
The Andersons

    Maumee Elevator                      15/100 of a cent                       July 1, 1993
    Maumee, OH                           per bushel per day
    Conant Street                        15/100 of a cent                       July 1, 1998
    Toledo, OH                           per bushel per day
    Riverfront Elevator                  15/100 of a cent                       July 1, 1993
    Toledo, OH                           per bushel per day
    Edwin Drive                          15/100 of a cent                       July 1, 1998
    Toledo, Ohio                         per bushel per day
    Reynolds Road                        15/100 of a cent                       July 11, 1996
    Toledo, OH                           per bushel per day
ADM/Countrymark L.L.C., Inc.

    Elevator                             15/100 of a cent per bushel            April 30, 1998
    Toledo, OH                           per day (Wheat, Corn &
                                         Soybeans)
    Ottawa Lake Elevator Ottawa          15/100 of a cent per bushel            April 30, 1998
    Lake, MI                             per day

Archer-Daniels-Midland
    St. Louis Elevator                   10/100 of a cent                       October 1, 1993
    St. Louis, MO                        per bushel per day
Bunge Corporation                        13/100 of a cent                       September 1, 1993
                                         per bushel per day

    Midway Elevator                      13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Port Bunge

    Savage, MN                           13/100 of a cent                       April 3, 1996
                                         per bushel per day
Cargill, Inc.                            15/100 of a cent per bushel per day    August 18, 1999
   East St. Louis, IL
    Cargill Maumee Elevator              15/100 of a cent                       July 1, 1993
    Maumee, OH                           per bushel per day
    Cargill Maumee Elevator              13/100 of a cent                       September 1, 1993
    Toledo, OH                           per bushel per day
    Port Cargill Elevator "C"            15/100 of a cent                       July 1, 1993
    Savage, MN                           per bushel per day
    Cargill Burns Harbor
    Portage, IN                          10/100 of a cent                       October 1, 1993
                                         per bushel per day
Cenex/Harvest States Cooperatives
    St. Paul Elevator #B                 13/100 of a cent                       September 1, 1993
    St. Paul, MN                         per bushel per day
                                         (Oats)
    Harvest States Savage Elevator       13/100 of a cent                       September 1, 1993
    Savage, MN                           per bushel per day
    Elevator M                           13/100 of a cent                       September 1, 1993
    St. Paul, MN                         per bushel per day
                                         (Oats)
-------------------------------------------------------------------------------------------------------------------
Chicago & Illinois River                 15/100 of a cent per bushel per day    November 1, 1999
    Marketing L.L.C.
ConAgra Flour Mill                       15/100 of a cent per bushel per day    July 1, 1993
    Elevator
    Alton, IL
ConAgra, Inc.
-------------------------------------------------------------------------------------------------------------------




                                 Appendix 10E


-------------------------------------------------------------------------------------------------------------------
                                                                         
    Electric Steel     Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Calumet            Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Malt-one           Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Marquette          Elevator          13/100 of a cent                       October 4, 2000
    Minneapolis, MN                      per bushel per day
    Shakopee           Elevator          13/100 of a cent                       September 24,1994
    Shakopee, MN                         per bushel per day
General Mills, Inc.
    Fridley            Elevator          13/100 of a cent                       September 1, 1993
    Minneapolis, MN                      per bushel per day
    Washburn           Elevator          13/100 of a cent                       April 20, 1994
    Minneapolis, MN                      per bushel per day
                                         (Oats)
    Washburn           Elevator          13/100 of a cent                       September 1, 1993
    Checkerboard                         per bushel per day
    Minneapolis, MN                      Oats)
-------------------------------------------------------------------------------------------------------------------


NOTE:    ALL ELEVATORS LISTED ARE FEDERALLY LICENSED.

                                                                        11/01/00



                                 Appendix 10F

APPENDIX 10F - RECIPROCAL AND INTERMEDIATE SWITCHING CHARGES

REFERENCE GUIDE ONLY - EFFECTIVE MAY 1, 1997
THE FOLLOWING RECIPROCAL AND INTERMEDIATE SWITCHING CHARGES APPLY AT ELEVATORS
REGULAR FOR DELIVERY WITHIN THE CHICAGO, IL AND BURNS HARBOR, IN SWITCHING
DISTRICTS. RATES ARE IN DOLLARS PER CAR UNLESS OTHERWISE INDICATED.



                                 RESULT AND/OR INTERMEDIATE
ELEVATOR:                        RECIPROCAL CARRIER:                               CARRIER AND END RESULT:
---------                        -------------------                               -----------------------
CARGILL                          CR OR IHB LINE HAUL                               DIRECT CONNECTION WITH ALL
                                                                                   OTHER CARRIERS.
BURNS HARBOR, IN                 RATE                                              OTHER CARRIERS.
--------------------------------------------------------------------------------------------------------------------
                                                                             
CHICAGO & ILLINOIS        RIVER  IHB - $242.00 PER CAR
MARKETING, L.L.C.
117/TH/ &                              $166.00 PER CAR (25-CAR)
TORRENCE                               $ 95.00 PER CAR (50-CAR)
CHICAGO, IL                            (PRIVATE CARS, CR, NS)
DIRECT CONECTION WITH ALL OTHER CARRIERS
                                 IHB   $261.00 PER CAR
                                       $184.00 PER CAR (25-CAR)
                                       $110.00 PER CAR (50-CAR)
                                       (ALL OTHER CARRIERS)
                                 CRL - $187.00 PER CAR
--------------------------------------------------------------------------------------------------------------------


THIS APPENDIX IS ONLY A REFERENCE GUIDE AND SHOULD NOT BE CONSTRUED AS A TRADING
RECOMMENDATION OF THE CHICAGO BOARD OF TRADE. DUE TO THE RAPID CHANGES IN
FREIGHT TARIFFS, WE DO NOT GUARANTEE THIS APPENDIX AS TO ACCURACY OR
COMPLETENESS. FOR CURRENT INFORMATION ON SWITCHING CHARGES CONTACT THE
RESPECTIVE RAIL CARRIER DIRECTLY.

                                                                        01/01/00



                                 Appendix 10G

APPENDIX 10G - GRAIN LOAD-OUT PROCEDURES

Following is a general outline of procedures for the load-out of grain covered
by Chicago Board of Trade ("CBOT") registered warehouse receipts/shipping
certificates. The procedures are based upon a combination of CBOT rules and
regulations and trade practice. Where applicable, CBOT rules and regulations are
cited.

1.   Cancellation of the Warehouse Receipt/Shipping Certificate at CBOT
     Registrar's Office.

          a.   To initiate the load-out process, the receipt/certificate holder,
               or owner, requests his clearing firm to cancel the warehouse
               receipt/shipping certificate at the CBOT Registrar's Office.

          b.   The Registrar bills the owner's clearing firm a cancellation fee
               of $1 per receipt. (Internal policy of CBOT Registrar's Office.)

2.   Surrender of the Cancelled Warehouse Receipt/Shipping Certificate.

          a.   The next step is for the owner to surrender the cancelled
               receipt/certificate to the regular warehouseman/shipper or his
               representative agent in Chicago. The agent must be a registered
               clearing member of the CBOT, be located in the vicinity of the
               CBOT and be available during business hours (except Exchange
               holidays). Business hours are 8:00 a.m. - 4:30 p.m., Monday -
               Thursday and 8:00 a.m. - 3:00 p.m. on Friday.

          b.   At this time, the warehouseman/shipper, at his option, may
               require the owner to pay storage/premium and insurance charges
               that have accumulated up to and including the date of surrender.
               (See items 6(a) and (b) below.) The warehouseman's/shipper's
               agent shall accept these payments during business hours.

          c.   At this time, the warehouseman, at his option, may also require
               the owner to pay the warehouseman or his agent a load-out fee of
               up to 6 cents per bushel. A fobbing charge of 4 cents per bushel
               was already paid at the time of delivery of corn and soybean
               shipping certificates. (The maximum load-out/fobbing fee, subject
               to change, is 6 cents per bushel for receipts and 4 cents per
               bushel for certificates. CBOT Regulation 1081.01(11).)

          d.   If the owner decides against loading out grain, he may notify the
               warehouseman's/shipper's agent that warehouse receipts/shipping
               certificates are to be re-issued. The warehouseman's/shipper
               agent, if requested by the owner, shall obtain the
               receipts/certificates from the warehouseman/shipper, and if agent
               is notified by 12:00 noon, re-issued receipts shall be
               deliverable by 4:00 p.m. the following business day. (Any
               reimbursement of expenses for making the grain available for
               loading must be mutually accepted by the maker and taker.
               Notification of agents is notification of principal. All fees are
               a matter between agent and principal.)

3.   Arrangement of Transportation Conveyance.

          a.   Next, the owner arranges for proper conveyance of the grain to be
               loaded out with a carrier; the conveyance may be rail cars,
               barge, or vessel, and must be clean and ready-to-load.

          b.   The owner provides the warehouseman/shipper with written loading
               orders that identify the vessel, barge, or number of rail cars
               that will take delivery of the grain, and that specify the grade
               and estimated number of bushels to be loaded.

          c.   An owner requesting vessel load-out, having surrendered canceled
               receipts/certificates and tendered written loading orders to the
               warehouseman/shipper, is entitled to the warehouse's/shipper's
               current scheduled load-in and load-out lineups, provided the
               owner gives to the warehouseman/shipper the identity of the
               vessel and the estimated-time-of-arrival no more than 5 calendar
               days prior to constructive placement of the vessel.



                                 Appendix 10G


               In addition, an owner is entitled to receive updated information,
               upon request, on the elevator's/shipping station's scheduled
               load-in and load-out lineups.

          d.   The carrier or its agent notifies the warehouseman/shipper of the
               "constructive placement" of the conveyance. The term
               "constructive placement" is defined in CBOT Regulations
               1081.01(12)A. (1), (2) and (3). Only the warehouseman/shipper can
               order the conveyance to the elevator/shipping station for actual
               placement for loading.

          e.   The warehouseman/shipper is not responsible for the failure of
               the carrier to present clean, ready-to-load conveyance to the
               warehouseman/shipper. (CBOT Regulation 1081.01(12) B.)


4.   Request for Grain Inspection or Stevedoring Service.

          a.   The owner may, at his option and expense, request the
               warehouseman/shipper to arrange inspection and weighing service
               provided by the Federal Grain Inspection Service ("FGIS").

          b.   In case of water load-out (barge or vessel), the owner should
               request the warehouseman/shipper to arrange stevedoring service.
               In this regard, the owner may designate to the
               warehouseman/shipper the stevedoring service he would like to
               use. The owner is responsible for charges incurred for
               stevedoring service.

          c.   The warehouseman/shipper does not control the availability of the
               FGIS and the stevedoring services.

5.       Actual Load-Out.

          a.   The warehouseman/shipper must load-out all conveyances in the
               order of their constructive placement. An operator of a regular
               facility in Chicago, Burns Harbor, along the Illinois Waterway,
               and St. Louis has the obligation of loading grain represented by
               warehouse receipts or shipping certificates giving preference to
               takers of delivery. (CBOT Regulation 1081.01(12) A.)

          b.   The warehouseman/shipper informs the owner of the time of loading
               completion and the release time of the conveyance to the carrier.

          c.   The warehouseman/shipper must advise the owner of any load-out
               difficulties. Inclement weather may delay loading.

          d.   The owner should be familiar with the tariff of the
               warehouse/shipping station where the load-out is to occur.

6.       Final Settlement of All Charges By Invoice

          a.   The owner pays the warehouseman/shipper storage/premium charges
               that have accumulated up to and including the 10th business day
               after constructive placement of the conveyance or the date of
               loading completion, whichever is earlier. (CBOT Regulation
               1081.01(12).) If the owner paid storage/premium charges when he
               surrendered the cancelled warehouse receipt/shipping certificate
               (see item 2(b) above) he now pays storage/premium charges that
               have accumulated since that time as invoiced.

          b.   The owner pays the warehouseman for the FGIS service and the
               stevedoring company for stevedoring service as invoiced.

          c.   With some exceptions for Burns Harbor delivery, the owner pays
               all transportation costs, including switching charges and
               demurrage, if any, to the appropriate transportation company.



                                 Appendix  10G

*/   The outline provided above is intended to serve only as a general guide to
     grain load-out procedures; certain of the discussed obligations of the
     warehouseman and owners may not apply in a particular situation or may be
     open to negotiation between the parties. Care has been taken in the
     preparation of this outline, but there is no warranty or representation
     expressed or implied by the Chicago Board of Trade or its member firms as
     to the accuracy or completeness of the material herein. In particular, CBOT
     rules and regulations may be revised from time accordingly, current rules
     and regulations, if applicable, should be consulted when there is a
     question about load-out. Please be advised that the U.S. Warehouse Act, as
     amended, a state law may also apply to, or govern, a particular situation.
     If you have legal questions concerning load-out, we recommend that you
     consult your legal counsel. (08/01/00)




                                Appendix 10C A

APPENDIX 10C A - CORN AND SOYBEAN SHIPPING STATIONS

Following is a listing of the shipping stations approved as regular for the
delivery of Corn and Soybeans for the period through June 30, 2002:



-------------------------------------------------------------------------------------------------------------------
BOTCC Code         Firm         Location      Mile        Approved   Daily Loading  Max. Certs      Location
                                             Marker       Capacity   Rate (bu/day)                Differential
                                                            (bu)                                   (cents/bu)
                                                                            
1750       Cargill, Inc.        Burns               340    5,473,000        165,000      1,094         par
                                Harbor,  IN
1705       Chicago & Illinois   Chicago, IL      329.4R    7,680,000        165,000      1,536         par
           River Marketing, LLC
1715       Louis Dreyfus        Lockport, IL     292.8R      204,000         55,000        330          2
1751       Cargill, Inc.        Lockport, IL     292.5R      574,000        110,000        660          2
1758       Cargill, Inc.        Morris, IL       263.3R      124,000        110,000        660          2
1752       Louis Dreyfus        Morris, IL       263.0R      304,000         55,000        330          2
1730       ADM/Growmark River   Morris-E, IL     263.0R      587,000        110,000        660          2
           Systems, Inc.
1731       ADM/Growmark River   Morris-W, IL     262.9R      230,000        110,000        660          2
           Systems, Inc.
1711       CIRM                 Seneca, IL          253      THROUGH         55,000        330          2
                                                                 PUT

1759       Cargill, Inc.        Seneca, IL       252.5R      846,000        110,000        660          2
1732       ADM/Growmark River   Ottawa-N, IL     241.8R      988,000        110,000        660        2 1/2
           Systems, Inc.
1753       Cargill, Inc.        Ottawa, IL       238.5L      880,000        165,000        990        2 1/2
1733       ADM/Growmark River   Ottawa-S, IL     236.9L      107,000        110,000        660        2 1/2
           Systems, Inc.
1765       Maplehurst Farms,    Ottawa, IL       236.4R            0         55,000        330        2 1/2
           Inc.
1701       Consolidated Grain   Utica, IL          229L      681,000         55,000        330        2 1/2
           and Barge Co.
1714       Louis Dreyfus        Utica, IL          229L  THROUGH PUT        110,000        660        2 1/2
1734       ADM/Growmark River   La Salle, IL     223.3R       84,000        110,000        660        2 1/2
           Systems, Inc.
1702       Consolidated Grain   Peru, IL         222.9R            0         55,000        330        2 1/2
           and Barge Co.
1713       Louis Dreyfus        Peru, IL         222.9R  THROUGH PUT         55,000        330        2 1/2
1735       ADM/Growmark River   Spring           218.4R      109,000        110,000        660        2 1/2
           Systems, Inc.        Valley, IL
1754       Cargill, Inc.        Spring           218.3L    1,433,000        165,000        990        2 1/2
                                Valley, IL
1736       ADM/Growmark River   Hennepin, IL     207.7L      500,000        110,000        660        2 1/2
           Systems, Inc.
1760       Cargill, Inc.        Hennepin, IL     207.5L      110,000        110,000        660        2 1/2
1703       Consolidated Grain   Hennepin, IL     207.4R      416,000         55,000        330        2 1/2
           and Barge Co.
1712       Louis Dreyfus        Hennepin, IL     207.4R  THROUGH PUT        110,000        660        2 1/2
1737       ADM/Growmark River   Henry, IL        195.8R      552,000         55,000        330        2 1/2
           Systems, Inc.
1738       ADM/Growmark River   Lacon, IL        189.5L      199,000        110,000        660        2 1/2
           Systems, Inc.
1761       Cargill, Inc.        Lacon, IL        189.3L      487,000        110,000        660        2 1/2
1739       ADM/Growmark River   Chillicothe,     180.5R      172,000         55,000        330        2 1/2
           Systems, Inc.        IL
1740       ADM/Growmark River   Creve  Coeur,    158.1L    1,401,000        110,000        660          3
           Systems, Inc.        IL
1741       ADM/Growmark River   Peoria, IL       161.4R    1,931,000        110,000        660          3
           Systems, Inc.
1700       Cargill, Inc./AGRI   Pekin, IL        152.8R            0        165,000        990          3
           Grain Marketing
1720       Tomen America        Pekin, IL        152.2L      732,000        110,000        660          3
-------------------------------------------------------------------------------------------------------------------


                                            Appendix 10C A           (04/01/01)


                                Appendix 10S A


APPENDIX 10S A - SOYBEAN ONLY SHIPPING STATIONS

See Appendix 10C A - CORN AND SOYBEAN SHIPPING STATIONS for shipping stations
approved as regular for the delivery of Soybeans above Illinois River Mile
Marker 151.

Following is a listing of additional shipping stations approved as regular for
the delivery of Soybeans only for the period through June 30, 2002:



---------------------------------------------------------------------------------------------------------------------------
BOTCC              Firm            Location              Mile          Approved        Daily         Max.       Location
Code                                                    Marker         Capacity       Loading       Certs      Differential
                                                                         (bu)           Rate                    (cents/bu)
                                                                                      (bu/day)
                                                                                           
1755        Cargill, Inc.          Havana-N, IL           119.9L          575,000         55,000       330       3 1/2
1766        Prairie Central Co-op  Havana-N, IL           119.9L          THROUGH         55,000       330       3 1/2
            Inc.                                                              PUT
1762        Cargill, Inc.          Havana-S, IL           119.8L          738,000         55,000       330       3 1/2
1742        ADM/Growmark River     Havana-N, IL           119.6L        1,093,000        165,000       990       3 1/2
            Systems, Inc.
1743        ADM/Growmark River     Havana-S, IL           119.3L          178,000        110,000       660       3 1/2
            Systems, Inc.
1763        Cargill, Inc.          Beardstown, IL          88.1L          439,000         55,000       330       3 1/2
1744        ADM/Growmark River     Beardstown, IL          91.0R        2,757,000        110,000       660       3 1/2
            Systems, Inc.
1756        Cargill, Inc.          Merdedosia, IL          71.3L          962,000        110,000       660       3 1/2
1745        ADM/Growmark River     Naples, IL              66.1L          310,000        110,000       660       3 1/2
            Systems, Inc.
1706        Zen-Noh Grain Corp.    Naples, IL                65L          THROUGH         55,000       330       3 1/2
                                                                              PUT
1704        Consolidated Grain     Naples, IL                65L        6,247,000         55,000       330       3 1/2
            and Barge Co.
1746        ADM/Growmark River     Florence, IL            57.2R          143,000         55,000       330       3 1/2
            Systems, Inc.
1757        Cargill, Inc.          Florence, IL            55.3R        1,855,000        165,000       990       3 1/2
1717        Granite Grain          Granite  City, IL   UM 185.5L                0         55,000       330       6
1747        ADM/Growmark River     St. Louis, MO         UM 184R        2,154,000        220,000     1,320       6
            Systems, Inc.
1764        Cargill, Inc.          E. St.  Louis, IL     UM 179L        2,481,000        110,000       660       6
1710        Peavey Co., a          Sauget, IL            UM 177L          288,000        110,000       660       6
            ConAgra Trade
            Group company
---------------------------------------------------------------------------------------------------------------------------
                                                                     (04/01/01)



                                 Appendix 11A

APPENDIX 11A - CRUDE SOYBEAN OIL

Following is a listing of the firms approved for the delivery of Crude Soybean
Oil through June 30, 2002:



-------------------------------------------------------------------------------------------------------
                                                                                 MAXIMUM
                FIRM/FACILITIES                       REGULAR SPACE             RECEIPTS
                                                        (POUNDS)            ALLOWED TO ISSUE
-------------------------------------------------------------------------------------------------------
                                                                      
AG PROCESSING, INCORPORATED
    Dawson, MN                                           26,324,000                      438
    Eagle Grove, IA                                      20,000,000                      333
    Emmetsburg, IA                                       10,000,000                      166
    Fort Dodge, IA                                       13,000,000                      216
    Manning, IA                                           9,000,000                      150
    Mason City, IA                                       36,000,000                      600
    Omaha, NE                                            40,000,000                      666
    Sergeant Bluff, IA                                   31,500,000                      525
    Sheldon, IA                                          19,200,000                      320
    St. Joseph, MO                                       24,000,000                      400
ARCHER DANIELS MIDLAND COMPANY
    Decatur, IL                                         180,000,000                    3,000
    Des Moines, IA                                       40,600,000                      676
    Frankfort, IN                                        39,000,000                      650
    Galesburg, IL                                        11,400,000                      190
    Granite City, IL                                     40,000,000                      666
    Lincoln, NE                                          27,000,000                      450
    Mankato, MN                                          51,000,000                      850
    Mexico, MO                                           43,000,000                      716
    N. Kansas City, MO                                   42,000,000                      700
    Quincy, IL                                           54,500,000                      908
    Taylorville, IL                                      29,900,000                      498
BUNGE CORPORATION
    Emporia, KS                                          36,600,000                      610
    Fort Wayne, IN                                       45,750,000                      762
    Logansport, IN                                       62,000,000                    1,033
CARGILL, INCORPORATED
    Ackley, IA                                          160,000,000                    2,666
    Bloomington, IL                                       3,900,000                       65
    Buffalo, IA                                          36,800,000                      613
    Cedar Rapids, IA                                      1,920,000                       32
    Cedar Rapids, (E), IA                                 9,300,000                      155
    Des Moines, IA                                        8,490,000                      141
    Iowa Falls, IA                                       20,000,000                      333
    Kansas City, MO                                       7,000,000                      116
    Lafayette, IN                                         9,000,000                      150
CENEX HARVEST STATES COOPERTIVES
(Honeymead Products Co. division)
    Mankato, MN                                           6,000,000                      100
CENTRAL SOYA COMPANY, INC.
    Decatur, IN                                         118,950,000                    1,982
    Gibson City, IL                                      50,325,000                      838
CHICAGO & ILLINOIS RIVER MARKETING,
LLC
    Chicago, IL                                           4,725,000                       78
INCOBRASA INDUSTRIES, LTD.
    Gilman, IL                                           41,500,000                    1,525
LAUHOFF GRAIN COMPANY
    Danville, IL                                         91,500,000                    1,525
SOUTH DAKOTA SOYBEAN PROCESSORS, INC.
    St. Paul, MN                                         11,565,000                      192
    Volga, SD                                           138,000,000                    2,300
ZEELAND FARM SERVICES, INC.
    Chicago, IL                                          40,800,000                      680
-------------------------------------------------------------------------------------------------------


                                  Page 1 of 1


                                 Appendix 11A

                                                                        05/01/01

                                  Page 2 of 1


                                 Appendix 11B

APPENDIX 11B - SOYBEAN OIL DELIVERY DIFFERENTIALS IN CENTS
PER 100 LBS.



 DELIVERY TERRITORY/WAREHOUSE LOCATION          DIFFERENTIALS
                                                 
ILLINOIS TERRITORY
   Bloomington, IL                                   PAR
   Danville, IL                                      PAR
   Decatur, IL                                       PAR
   Galesburg, IL                                     PAR
   Gibson City, IL                                   PAR
   Gilman, IL                                        PAR
   Granite City, IL                                  PAR
   Quincy, IL                                        PAR
   Taylorville, IL                                   PAR
EASTERN TERRITORY
   Decatur, IN                                       (20)
   Fort Wayne, IN                                    (20)
   Frankfort, IN                                     (20)
   Indianapolis, IN                                  (20)
   Lafayette, IN                                     (20)
   Logansport, IN                                    (20)
EASTERN IOWA TERRITORY
   Ackley, IA                                        (20)
   Buffalo, IA                                       (20)
   Cedar Rapids, IA                                  (20)
   Cedar Rapids (E), IA                              (20)
   Des Moines, IA                                    (20)
   Iowa Falls, IA                                    (20)
   Mason City, IA                                    (20)
SOUTHWEST TERRITORY
   Kansas City, MO                                   (5)
   Mexico, MO                                        (5)
   N. Kansas City, MO                                (5)
   St. Joseph, MO                                    (5)
   Emporia, KS                                       (5)
NORTHWEST TERRITORY
   Eagle Grove, IA                                   (55)
   Emmetsburg, IA                                    (55)
   Fort Dodge, IA                                    (55)
   Manning, IA                                       (55)
   Sergeant Bluff, IA                                (55)
   Sheldon, IA                                       (55)
   Dawson, MN                                        (55)
   Mankato, MN                                       (55)
   St. Paul, MN                                      (55)
   Lincoln, NE                                       (55)
   Omaha, NE                                         (55)
   Volga, SD                                         (55)





DIFFERENTIALS FOR SOYBEAN OIL DELIVERY MONTHS JANUARY THRU DECEMBER 2001
Illinois          Eastern       Eastern Iowa       Southwest       Northwest
--------          -------       ------------       ---------       ---------
                                                      
Par               (20)          (20)               (5)             (55)


( ) - Differentials enclosed by parentheses ( ) are discounts.
                                                                        05/01/01


                                  Page 1 of 2


                                 Appendix 12A


APPENDIX 12A - SOYBEAN MEAL

Following is a listing of the firms approved for the delivery of Soybean Meal
through June 30, 2002:



-----------------------------------------------------------------------------------------
                                                  DAILY RATE             MAXIMUM
               FIRM/FACILITY                      OF LOADING           CERTIFICATES
                                                    (TONS)           BONDED TO ISSUE
-----------------------------------------------------------------------------------------
                                                                
Ag Processing Incorporated
    Eagle Grove, IA                                 1,600                  1048*
    Manning, IA                                       600
    Mason City, IA                                    700
    Emmetsburg, IA                                    700
    Sergeant Bluff, IA                              1,000
    Sheldon, IA                                       840
    St. Joseph, MO                                    600
Archer-Daniels-Midland
    Decatur, IL                                     2,000                   345
    Des Moines, IA                                  1,500                   253
    Fostoria, OH                                      600                   103
    Frankfurt, IN                                     800                   128
    Galesburg, IL                                     400                    70
    Helena, AR                                        748                   122
    Little Rock, AR                                   400                    78
    Mexico, MO                                        700                   115
    N. Kansas City, MO                                800                   140
    Quincy, IL                                      2,000                   349
    Taylorville, IL                                   700                   125
Bunge Corporation
    Cairo, IL                                       2,000                   300
    Council Bluffs, IA                              2,500                   575
    Decatur, AL                                       960                   144
    Marks, MS                                        1200                   330
Cargill, Incorporated
    Bloomington, IL                                   600                  1667*
    Cedar Rapids (E), IA                            1,500
    Des Moines, IA                                  1,100
    Guntersville, AL                                  900
    Iowa Falls, IA                                  1,500
    Kansas City, MO                                 1,500
    Lafayette, IN                                     850
    Sioux City, IA                                  1,200
    Sidney, OH                                      1,500
Central Soya Company, Incorporated
    Bellevue, OH                                    1,100                  1630*
    Decatur, IN                                     2,000
    Gibson City, IL                                   800
    Morristown, IN                                   1000
Consolidated Grain & Barge Company
    Mt. Vernon, IN                                  1,000                   210
Lauhoff Grain Company
    Danville, IL                                      960                 1,144
Owensboro Grain Company
    Owensboro, KY                                   1,600                   553
Riceland Foods, Incorporated
    Stuttgart, AR                                     325                    98
-----------------------------------------------------------------------------------------


*total number of certificates allowed to issue for all facilities combined
 -----


                                                                        02/01/01


                                  Page 1 of 1


                                 Appendix 12B

APPENDIX 12B - SOYBEAN MEAL LOCATIONS
APPROVED FOR DELIVERY AND THEIR DISCOUNTS OR PREMIUMS

CENTRAL TERRITORY - AT CONTRACT PRICE
Bloomington,IL
Cairo, IL
Danville, IL
Decatur, IL
Galesburg, IL
Gibson City, IL
Quincy, IL
Taylorville, IL
Owensboro, KY
EASTERN IOWA TERRITORY - $4.50 DISCOUNT
Cedar Rapids, (East), IA
Des Moines, IA
Iowa Falls, IA
MIDSOUTH TERRITORY - $6.50 PREMIUM
Decatur, AL
Guntersville, AL
Helena, AR
Little Rock, AR
Marks, MS
Stuttgart, AR.
MISSOURI TERRITORY - AT $1.00 PREMIUM
Kansas City, MO
Mexico, MO
N. Kansas City, MO
St. Joseph, MO
NORTHERN TERRITORY - $4.00 DISCOUNT
Eagle Grove, IA
Council Bluffs, IA
Emmetsburg, IA
Manning, IA
Mason City, IA
Sergeant Bluff, IA
Sheldon, IA
Sioux City, IA
NORTHEAST TERRITORY -$1.50 PREMIUM
Bellevue, OH
Decatur, IN
Fostoria, OH
Frankfurt, IN

                                  Page 1 of 2


                                 Appendix 12B

NORTHEAST TERRITORY -$1.50 PREMIUM (Continued)

Lafayette, IN
Morristown, IN
Mt. Vernon, IN
Sidney, OH

DIFFERENTIALS FOR SOYBEAN MEAL DELIVERY MONTHS JANUARY THRU DECEMBER 2001

Central  Northeast  Mid South  Missouri    Eastern Iowa  Northern
-------  ---------  ---------  --------    ------------  --------

Par      +$1.50     +$6.50     +$1.00      -$4.50        -$4.00

                                                                        02/01/01

                                  Page 2 of 2




APPENDIX 14A - BRANDS APPROVED FOR DELIVERY AGAINST SILVER CONTRACTS



---------------------------------------------------------------------------------------------------------------------------
                  PRODUCER                               REFINERY                               BRAND MARK
---------------------------------------------------------------------------------------------------------------------------
                                                                              
American Metal Climax, Inc.                   Carteret, NJ                          DRW
Anaconda                                      Raritan, NJ                           UMS Co. & or Raritan
ASARCO Incorporated                           Perth Amboy, NJ                       ASARCO-PERTH AMBOY
                                              Baltimore, MD                         ASARCO-BALTIMORE
                                              Selby, CA                             ASARCO-SELBY
                                              Selby, CA                             SELBY GOLD & SILVER REFINERY, SAN
                                                                                    FRANCISCO, CA
                                              Amarillo, TX                          ASARCO SILVER, AMARILLO, TX
Bunker Hill Company                           Kellogg, ID                           BUNKER HILL
CCR Canada/Noranda Inc.                       Quebec, Canada                        CCR Canada
Cerro Corporation                             Oroya, Peru                           C de P
Cobalt Refinery Division                      Cobalt, Ontario, Canada               CRK
   Kam-Kotia Mines Ltd.
Cominco Ltd.                                  Trail B.C.                            Tadanac
Comptoir Lyon-Alemand-Louyot                  Noisy Le Sec, France                  COMPTOIR-LYON-ALEMAND, LOUYOT-PARIS
Degussa                                       Hanau, Federal Republic of Germany    DEGUSSA
Empresa Minera Del Centro Peru                La Oroya - Peru                       C.P. Industria - Peruana
Engelhard Industries, Inc.                    Newark, NJ                            E
Engelhard Industries, Ltd.                    Gloucestershire, England              ENGELHARD, LONDON
Inco Limited                                  Copper Cliff, Ontario, Canada         ORC
Industrial Minera Mexico, S.A.                Monterrey, Nuevo Leon, Mexico         IMM-MONTERREY
Johnson Matthey Limited                       Brampton, Ontario Canada              JM CANADA & JM&M LTD CANADA
Johnson Matthey Chemicals                     Brimsdown, Middlesex, England         JOHNSON MATTHEY LONDON
Johnson Matthey Refining Co.                  Salt Lake City, UT                    JMRI USA ASSAY OFFICE
Kennecott                                     Garfield, UT                          KUE
Metallurgie Hoboken-Overpelt,                 Hoboken, Belgium                      HOBOKEN
    S.A.
Mitsubishi Metal Corporation                  Osaka, Japan                          Mitsubishi
Norddeutsche Affinerie                        Hamburg, W. Germany                   N (number) A
Rosenthal & Company 1/                        New York, New York                    RoCo

Sheffield Smelting Company,                   Sheffield, England                    THE SHEFFIELD SMELTING CO. LTD.
    Ltd., The                                                                       SHEFFIELD, ENGLAND
Spiral Metal Co., Inc. 2/                     South Amboy, NJ                       S-M

Sunshine Mining Company                       Kellogg, ID                           SUNSHINE
U.S. Assay Office                             New York, New York                    Seal of the U.S.
                                              San Francisco, CA
U.S. Mint                                     Philadelphia, PA                      Seal of the U.S.
Valcambi, S.A.                                Balerna, Switzerland                  VALCAMBI SA CHI
---------------------------------------------------------------------------------------------------------------------------


1/     Bars must be accompanied by a certificate of analysis of an official

       assayer showing a silver fineness of not less than 999.

2/     Bars may be delivered only if there is tendered in addition to the

       customary documents:

             -   An affidavit or other suitable documentary evidence
       establishing that the silver was produced prior to January 1, 1972, or

             -   An assay certificate of an independent assayer in a form
       acceptable to the Exchange.






           APPENDIX 14B - VAULTS APPROVED FOR THE STORAGE OF SILVER

The following is a listing of vaults approved for the storage of SILVER through
June 30, 2002:



---------------------------------------------------------------------------------------------
                  Chicago Vaults Regular for 1,000 and 5,000 Ounce Silver
                                                                     STORAGE CAPACITY
                           VAULT                                       (Troy ounces)
                                                                  
Bank One N.A.                                                                  2,800,000
Chicago, IL
Harris Trust and Savings Bank                                                 15,000,000
Chicago, IL
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
                  New York Vaults Regular for 1,000 and 5,000 Ounce
                                                                     STORAGE CAPACITY
                           VAULT                                       (Troy ounces)
HSBC Bank USA                                                                120,000,000
New York, NY
---------------------------------------------------------------------------------------------


                                                                        06/01/01





APPENDIX 14C - COMMODITY EXCHANGE, INC. LICENSED DEPOSITORIES FOR SILVER



------------------------------------------------------------------------------
         DEPOSITORY                                        FACILITIES
------------------------------------------------------------------------------
                                                  
ScotiaMocatta Depository,
A Division of The Bank of Nova Scotia                4 World Trade Center
4 World Trade Center                                 New York, NY
New York, N.Y. 10048
(Orders: (212) 912-8530)

HSBC Bank USA
1 West 39/th/ Street, SC 2 Level                     1 West 39/th/ Street, SC 2 Level
New York, N.Y. 10018                                 New York, NY
(Orders: (212) 525-6439)

Brink's Incorporated
Suite 400                                            652 Kent Avenue
580 5/th/ Avenue                                     Brooklyn, NY
New York, N.Y. 10036
(Orders: (718) 260-2200)


Delaware Depository Service Company, LLC
3601 North Market Street                             3601 North Market Street
Wilmington, Delaware 19802                           Wilmington, Delaware
(Orders: (302) 765-3884)
                                                     4200 Governor Printz Blvd.
                                                     Wilmington, Delaware
------------------------------------------------------------------------------


                                                                        04/01/01






APPENDIX 14D - SILVER VAULT CHARGES

Withdrawal and storage charges of the approved vaults in connection with the
storage of SILVER are as follows:



--------------------------------------------------------------------------------
                                                     1,000 OZ. SILVER
--------------------------------------------------------------------------------
                                          
Bank One
--------
 .          storage charge:                   $0.08 per bar per calendar day

 .          withdrawal charge:                1-13 bars, $100.00
                                             13 or more bars, $8.00 per bar
Harris Trust and Savings Bank
-----------------------------
 .          storage charge:                   $0.08 per bar per day

 .          withdrawal charge:                $13.50 per bar
                                             ($100.00 minimum charge)
 .          conversion fee:                   $10.00 per receipt

HSBC Bank USA
-------------
 .          storage charge                    $4.00 per month

 .          withdrawal charge                 $15.00

 .          receipt replacement               $5.00 per receipt
--------------------------------------------------------------------------------


All storage charges on 1,000 oz. silver contract are to be paid on an annual
basis.



--------------------------------------------------------------------------------
                                                     5,000 OZ. SILVER
--------------------------------------------------------------------------------
                                          
Bank One
--------
 .          storage charge:                   $0.08 per bar per calendar day

 .          withdrawal charge:                1-13 bars, $100.00
                                             13 or more bars, $8.00 per bar
Harris Trust and Savings Bank
-----------------------------
 .          storage charge:                   $0.40 per bar per day

 .          withdrawal charge:                $67.50 per contract

 .          conversion fee:                   $25.00 per receipt ($100.00 minimum
                                             charge)
HSBC Bank USA
-------------
 .          storage charge:                   $18.50 per contract per month

 .          withdrawal charge:                $65.00 per contract

 .          conversion fee:                   $5.00 per receipt
--------------------------------------------------------------------------------

                                                                        06/01/01





APPENDIX 14E - OFFICIAL ASSAYERS

Ledoux & Company
359 Alfred Avenue
Teaneck, New Jersey 07666
Tel. (201) 837-7160
International Testing Laboratories
580 Market Street
Newark, New Jersey  07105
Tel. (201) 589-4772



                                  Appendix 15A

APPENDIX 15A - BRANDS APPROVED FOR DELIVERY AGAINST
GOLD CONTRACTS

BRAND:            Argor S.A.                                   [LOGO OF ARGOR]
REFINER:          Argor S.A.
                  Via C. Cattaneo
                  Chiasso Switzerland
PARENT:           Union Bank of Switzerland
                  Bahnhofstrasse 45
                  8021 Zurich Switzerland


BRAND:            ASARCO (100 oz. Gold only)                 [LOGO OF ASARCO]
REFINER:          ASARCO INCORPORATED
                  Amarillo TX
PARENT:           ASARCO Incorporated
                  120 Broadway
                  New York NY 10005



BRAND:            Baker                                     [LOGO OF BAKER]
REFINER:          Engelhard Industries Division
                  429 Delancy Street
                  Newark NJ  07105
PARENT:           Engelhard Minerals and Chemicals Corporation
                  299 Park Avenue
                  New York NY 10017



                                 Appendix 15A

BRAND:            Canadian Copper Refiners Ltd.                  [LOGO OF CCR]
REFINER:          Canadian Copper Refiners Ltd.
                  Montreal East
                  Quebec Canada
PARENT:           Noranda
                  P.O. Box 45
                  Commerce Court West
                  Toronto Ontario
                  Canada M5L 1B6


BRAND:            Casa Da Moeda Do Brasil - CMB (Kilo Gold Only) [LOGO OF CMB]
REFINER:          Casa Da Moeda Do Brasil - CMB
                  Rua Rene' Bitencourt, no 371
                  Distrito Industrial de Santa Cruz
                  CEP:  23.500 - Rio de Janeiro - RJ/Brasil
PARENT:           Casa Da Moeda Do Brasil - CMB
                  Rua Rene' Bitencourt, no 371
                  Distrito Industrial de Santa Cruz
                  CEP:  23.500 - Rio de Janeiro - RJ/Brasil



BRAND:            Compagnie des Metaux Precieux (CMP)            [LOGO OF CMP]
REFINER:          Compagnie des Metaux Preciuex S.A.
                  75, Boulevard P.V. Couturier
                  942000 IVRY-France
PARENT:           Swiss Bank Corporation
                  Paradeplatz
                  8001 Zurich Switzerland



                                 Appendix 15A

BRAND:            Comptoir Lyon-Alemand Louyot         [LOGO OF COMPTOIR]
                  Comptoir Lyon-Alemand Louyot
                  41 Rue de Paris
                  93130 NOISY LE SEC
                  France
PARENT:           Comptoir Lyon-Alemand Louyot
                  13 Rue de Montmorency
                  75139 Paris Cedex 03 France


BRAND:            Credit Suisse                        [LOGO OF CREDIT SUISSE]
REFINER:          Valcambi
                  6828 Balerna Switzerland
PARENT:           Swiss Credit Bank
                  8021 Zurich Switzerland


BRAND:            Degussa                              [LOGO OF DEGUSSA]
REFINER:          Degussa
                  Metallwerk Wolfgang
                  6450 Hanau
                  Stadtteil Wolfgang
PARENT:           Degussa
                  6000 Frankfurt (Main) 1
                  Weissfrauenstrasse 9
                  Federal Republic of
                  Germany



                                 Appendix 15A


BRAND:            Degussa Canada Ltd.                      [LOGO OF DEGUSSA]
REFINER:          Degussa Canada Ltd.
                  4261 Mainway Drive
                  Burlington, Ontario
                  L7R 3Y8, Canada
PARENT:           Degussa AG of Frankfurt
                  Federal Republic of Germany



BRAND:            DRW  (100 oz. Gold only)                 [LOGO OF DRW]
REFINER:          United States Metal Refining Company
                  Carteret NJ
PARENT:           AMAX Inc.
                  200 Park Avenue
                  New York NY 10017



BRAND:            Engelhard and Engelhard with Trade Mark  [LOGO OF ENGELHARD]
REFINER:          Engelhard Industries of Canada Ltd.
                  512 King Street East
                  Toronto Ontario M5A 1M2 Canada
PARENT:           Engelhard Industries of Canada Ltd.
                  512 King Street East
                  Toronto Ontario M5A 1M2 Canada



                                 Appendix 15A


BRAND:            Engelhard (logo)
                  Engelhard E (frank)                 [LOGO OF ENGLEHARD]
REFINER:          Engelhard Industries Division
                  429 Delancy Street
                  Newark NJ 07974
PARENT:           Engelhard Minerals and Chemicals
                  Corporation
                  299 Park Avenue
                  New York NY 10017


BRAND:            Engelhard - London              [LOGO OF ENGLEHARD INDUSTRIES]
REFINER:          Engelhard Industries Ltd.
                  Cox Lane Chessington
                  Surrey England
PARENT:           Engelhard Industries Ltd.
                  St. Nicholas House
                  St. Nicholas Road
                  Sutton Surrey England


BRAND:            HH Handy & Harman                [LOGO OF HANDY & HARMAN]
REFINER:          Handy & Harman
                  Frank Mossberg Drive
                  Attleboro MA  02703
PARENT:           Handy & Harman
                  850 Third Avenue
                  New York NY 10022



                                 Appendix 15A

BRAND:            Homestake Mining Company           [LOGO OF HOMESTAKE MINING]
REFINER:          Homestake Mining Company of California
                  215 West Main
                  Lead, SD 57754-1603
PARENT:           Homestake Mining Company
                  of California
                  215 West Main
                  Lead, SD 57754-1603


BRAND:            Johnson Matthey London            [LOGO OF JOHNSON LONDON]
REFINER:          Johnson Matthey Chemicals Ltd.
                  Orchard Road
                  Royston Hertfordshire SG8 5HE
                  England
PARENT:           Johnson Matthey Chemicals Ltd.
                  Stockingswater Lane
                  Brimsdown Enfield
                  Middlesex EN 37PW England


BRAND:            Johnson Matthey Canada             [LOGO OF JOHNSON LTD]
REFINER:          Johnson Matthey Limited
                  130 Glidden Road
                  Brampton Ontario L6W 3M8
PARENT:           Johnson Matthey 7 Co., Ltd.
                  15 King Street
                  London EC2 England



                                 Appendix 15A

BRAND:            Johnson Matthey Inc., Salt Lake City Utah
REFINER:          Johnson Matthey Inc.                   [LOGO OF JOHNSON INC.]
                  4601 West 2100 South
                  Salt Lake City, Utah 84120-1221
PARENT:           Precious Metals Division of Johnson Matthey PLC



BRAND:            Matthey Bishop USA                 [LOGO OF MATHEY BISHOP USA]
REFINER:          Matthey Bishop, Inc.
                  Piney Hollow Road
                  Winslow NJ
PARENT:           Matthey Bishop, Inc.
                  Malvern PA 19355




BRAND:            Metallurgie Hoboken Overpelt     [LOGO OF MHO]
REFINER:          Metallurgie Hoboken Overpelt
                  Hoboken Belgium
PARENT:           Metallurgie Hoboken Overpelt S.A.
                  Adolf Greinerstraat 14
                  B-2710 Hoboken Belgium



                                 Appendix 15A

BRAND:            Metaux Precieux S.A. Neuchatel    [LOGO OF SWISS BANK CO]
REFINER:          Metaux Precieux S.A.
                  Avenue due Vignoble 2
                  CH - 2000 Neuchatel Switzerland
PARENT:           Swiss Bank Corporation
                  Paradeplatz 8001 Zurich, Switzerland


BRAND:            Mitsubishi                       [LOGO OF MITSIBISHI]
REFINER:          Osaka Refinery of Mitsubishi
                  Metal Corporation
                  Kita-ku Osaka Japan
PARENT:           Mitsubishi Metal Corporation
                  #5-2 Ohte-machi 1-Chome
                  Chiyoda-ku Tokyo Japan



BRAND:            Norddeutsche Affinerie (N.A.)      [LOGO OF NA]
REFINER:          Norddeutsche Affinerie
                  Hovestrasse 50
                  2000 Hamburg 28 West Germany
PARENT:           Norddeutsche Affinerie
                  Alsterterrasse 2
                  Postfach 67 2000 Hamburg 36
                  West Germany



                                 Appendix 15A

BRAND:            The Royal Canadian Mint      [LOGO OF ROYAL CANADA MINT]
REFINER:          The Royal Canadian Mint
PARENT:           The Roybal Canadian Mint
                  320 Sussex
                  Drive
                  Ottawa Ontario Canada K1A OG8
BRAND:            Sheffield Smelting Co., Ltd.
REFINERS:         -Sheffield Smelting Co., Ltd.



(1)               Cox Lane Chessington        (1)  [LOGO OF SHEFFIELD SMELTING]
                  Surrey England


(2)               -Engelhard Industries Division   (2) [LOGO OF SHEIFFIELD]
                  Engelhard Minerals & Chemicals Corp.
                  430 Mountain Avenue
                  Murray Hill NJ 07974



                                 Appendix 15A


(3)               -Engelhard Industries of Canada   [LOGO OF ENGLEHARD IN]
                  512 King Street East
                  Toronto 248 Canada
PARENT:           Engelhard Industries Ltd.
                  St. Nicholas House
                  St. Nicholas Road
                  Sutton Surrey SM1 1EH England


BRAND:            Societe de Banque Suisse (SBS)   [LOGO OF SBS]
REFINER:          Metaux Precieux S.A.
                  CH-2000
                  Neuchatel 9 Switzerland
                  (also Le Locle Switzerland)
PARENT:           Swiss Bank Corporation
                  Paradeplatz
                  8001 Zurich Switzerland


BRAND:            Tanaka                            [LOGO OF TANAKA]
REFINER:          Hiratsuka Works No. 2
                  Tanaka Kikinzoku Kogyo K. IK. 2-14
                  Nagatoro Hiratsuka Kanagawa
                  Prefecture 254 Japan
PARENT:           Tanaka Kikinzoku Kogyo K. IK.
                  6-6 Nihonbashi Kayabacho 2-Chome
                  Chuo-ku Tokyo 103 Japan



                                 Appendix 15A

BRAND:            Valcambi                          [LOGO OF VALCAMBI]
REFINER:          Valcambi, S.A.
                  1628 Balerna, Switzerland
PARENT:           Swiss Credit Bank
                  Paradeplatz
                  8000 Zurich Switzerland

Please Note:      Brands are approved on both the one kilo and 100 ounce Gold
                  contract unless otherwise indicated.






APPENDIX 15B - VAULTS APPROVED FOR THE STORAGE OF GOLD

The following is a listing of vaults approved for the storage of GOLD through
June 30, 2002:

--------------------------------------------------------------
                                              STORAGE CAPACITY
                VAULT                           (Troy ounces)
--------------------------------------------------------------
Bank One N.A.                                       500,000
Chicago, IL
--------------------------------------------------------------
Harris Trust and Savings Bank                       745,000
Chicago, IL
--------------------------------------------------------------
HSBC Bank USA                                     5,000,000
New York, NY
--------------------------------------------------------------

                                                                        07/01/00






APPENDIX 15C - GOLD VAULT CHARGES

Withdrawal and storage charges of the approved vaults in connection with the
storage of GOLD are as follows:

Bank One
--------
 .    storage charge of $.18 per calendar day per contract (Kilo/100 oz.)

 .    withdrawal charge of $10.00 per contract (Kilo/100 oz.)

 .    conversion fee at $8.00 per receipt (Kilo/100 oz.)

Harris Bank and Trust Company
-----------------------------

 .    storage charge of $.10 per day per contract (Kilo)

 .    withdrawal charge of $10.00 per contract (Kilo)

 .    storage charge of $.20 per day per contract (100 ounce)

 .    withdrawal charge of $15.00 per contract (100 oz.)

 .    conversion fee of $8.00 per receipt (Kilo/100 oz.)

HSBC Bank USA
-------------

 .    storage charge of $4.00 per month per contract (Kilo)

 .    withdrawal charge of $8.00 per contract (Kilo)

 .    replacement receipt charge of $5.00 (Kilo)

 .    storage charge of $7.00 per month per contract (100 oz.)

 .    withdrawal charge of $15.00 per contract (100 oz.)

 .    replacement receipt charge of $5.00 (100 oz.)

NOTE: ALL STORAGE CHARGES MUST BE PAID ON QUARTERLY BASIS.

                                                                        01/01/00





APPENDIX 15D - OFFICIAL ASSAYERS

Ledoux & Company
359 Alfred Avenue
Teaneck, New Jersey 07666
Tel. (201) 837-7160
International Testing Laboratories
580 Market Street
Newark, New Jersey 07105
Tel. (201) 589-4772





APPENDIX 15E - CHICAGO BOARD OF TRADE APPROVED SOURCES AND VAULTS

Asarco Incorporated
P.O. Box 4500
Amarillo, Texas 79105
Bank of Nova Scotia
44 Kind Street, West
Toronto, Ontario CANADA

Brink's France Ltd.
64/66 Rue de Khefir
94, LaSenia, France

Canadian Imperial Bank of Commerce
Commerce Court West
Toronto, Ontario CANADA

Compagnie des Metaux Precieux
75, Boulevard P. V. Couturier
94200 Ivry
FRANCE

Engelhard Industries Division
of Engelhard Minerals & Chemicals
Corporation
429 Delancy Street
Newark, New Jersey 07974

Engelhard Industries Ltd.
Cox Lane
Chessington
Surrey
ENGLAND

Engelhard Industries of Canada Ltd.
521 King Street, East
Toronto, Ontario M5A 1M2
CANADA

Handy & Harman
525 Nuber Avenue
Mount Vernon, NY 10550

Harris Bank and Trust Company (Vault)
111 West Monroe Street
Chicago, IL 60690
Iron Mountain Depository Corporation (Vault)
26 Broadway
New York, NY 10004



                                 Appendix 15E

Johnson Matthey Bankers Ltd.
73-84, Hatton Garden
London ECI
ENGLAND

Johnson Matthey Chemicals Ltd.
Orchard Road
Royston Hertfordshire
ENGLAND

Johnson Matthey Limited
130 Glidden Road
Brampton, Ontario L6W 3M8
CANADA

Matthey Bishop, Inc.
Piney Hollow Road
Winslow, New Jersey

Matthey Bishop, Inc.
Malvern, Pennsylvania 91355
Metallurgie Hoboken-Overpelt
Adolf Greinerstraat 14
B-2710 Hoboken, Belgium

Mocatta & Goldsmid Ltd. (Vault)
Park House
16 Finsbury Circus
London, EC2M 7DA
ENGLAND

N.M. Rothschild & Sons Limited
New Court
St. Swithin's Lane
London, EC4P 4DU
ENGLAND

HSBC Bank USA
1 West 39th Street-SC2 Level
New York, NY 10018
Samuel Montagu & Co. Limited
114 Old Broad Street
London, EC2P 2HY
ENGLAND

Sharps Pixley & Co. Ltd.
34 Line Street
London, EC3M 7LX
ENGLAND

Swiss Bank Corporation
120 Broadway
New York, NY 10018

Swiss Bank Corporation
Paradeplatz
800 Zurich
SWITZERLAND

Swiss Credit Bank
Paradeplatz 8
8001 Zurich
SWITZERLAND




                                 Appendix 15E

Credit Suisse
100 Wall Street
New York, NY 10005

Union Bank of Switzerland
Bahnofstrasse 45
8021 Zurich
SWITZERLAND

United States Metals Refining Company
Carteret, New Jersey

Zurich Bonded Warehouse Co., Ltd.
Kloten Airport
Zurich
SWITZERLAND

                                                                        07/01/00







APPENDIX 17A - GNMA CDR DEPOSITARIES

Following is a list of approved depositaries for GNMA CDRs as of April, 1979:

 .    Continental Illinois National Bank and Trust Company of Chicago

 .    First National Bank of Chicago




                                 Appendix 17B


APPENDIX 17B - FIRMS APPROVED AS ORIGINATORS OF COLLATERALIZED DEPOSITARY
RECEIPTS

The following is a listing of firms approved as Originators of Collateralized
Depository Receipts under the GNMA-CDR contract as of July 1, 1996:



--------------------------------------------------------------------------------------------
                                                                           NUMBER OF CDRS
           ORIGINATORS                      DEPOSITORY                  ORIGINATOR CAN ISSUE
--------------------------------------------------------------------------------------------
                                                                  
Kaufman and Broad Mortgage Co.     First National Bank of Chicago                         7
Woodland Hills, CA

Windham Futures Corporation        First National Bank of Chicago                        23
New York, New York

TransMarket Group, Inc.            First National Bank of Chicago                         4
Chicago, Illinois
--------------------------------------------------------------------------------------------


                                                                        07/01/96




                                 Appendix 19

APPENDIX 19 - Pricing Brokers for the Bond Buyer Municipal Bond Index

                    Butler, Larsen, Pierce & Company, Inc.
                          Cantor Fitzgerald Partners
                               Chapdelaine & Co.
                             J.F. Hartfield & Co.
                            J.J. Kenney Drake, Inc.
                           Municipal Partners, Inc.
                        R. W. Smith & Associates, Inc.

01/01/01

                                   Page 1of 1


                                 Appendix 37A

[APPENDIX 37A - MILL SITE WAREHOUSES

Definition - A mill site warehouse for purposes of the rough rice futures
contract shall be the following:

1)   A warehouse which is attached to or directly adjacent to a commercial rice
     mill such that rough rice is readily conveyed from warehouse to mill by a
     means consistent with cash market practices (i.e., conveyor belt, loader,
     etc.);

2)   The warehouse must be owned or leased by the rice mill;

3)   The rice mill must be equipped to commercially mill rough rice and produce
     milled white rice on a regular basis and must have milled rough rice and
     produced milled white rice within the last twenty-four months; and

4)   The rice mill must have a minimum milling capacity of 250 hundredweights
     per hour of rough rice]

Deletions bracketed for September 2000 and subsequent contracts. 10/01/99





APPENDIX 37B - ROUGH RICE REGULARITY

                             ROUGH RICE REGULARITY
                             ---------------------

The following applications for a declaration of regularity for the delivery of
Rough Rice have been approved through June 30, 2002:




------------------------------------------------------------------------------------------------------------------------------
                                                    Total           Maximum              Storage Rate           Load-Out rate
        FIRM/FACILITY                             Capacity          Receipts         (per hundred weight        (per hundred
                                                   (cwt.)         Deliverable              per day)                 weight
------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
ADM-RICELAND PARTNERSHIP
Waldenburg, AR                                    400,000                200         34.00/100 of a cent        22.22 cents

AC HUMKO CORPORATION/BRINKLEY DRYER & STORAGE CO, INC.
Brinkley, AR                                      505,800                252         29.22/100 of a cent        20.00 cents

FARMER'S GRANARY, INC.
Patterson, AR                                   1,100,700                550         29.19/100 of a cent        22.22 cents

GULF RICE ARKANSAS LLC
Harrisburg, AR                                    953,000                476         34.00/100 of a cent*       22.22 cents

POINSETT RICE & GRAIN, INC.
Waldenburg, AR                                    307,250                153         29.67/100 of a cent        22.22 cents
Diaz, AR                                          272,500                136         29.67/100 of a cent        22.22 cents

PRODUCER'S RICE MILL, INC.
Stuttgart, AR                                     122,000               500+         28.89/100 of a ct.         20.00 cents
Stuttgart, AR                                     400,000                            28.89/100 of a ct.         20.00 cents
Wynne, AR                                         387,000                            28.89/100 of a ct.         20.00 cents

RICELAND FOODS, INC.
Dumas, AR                                         450,000              3,324+        34.00/100 of a ct.         22.22 cents
Fair Oaks, AR                                     450,000                            34.00/100 of a ct.         22.22 cents
Hickory Ridge, AR                                 338,000                            34.00/100 of a ct.         22.22 cents
Jonesboro, AR                                   2,250,000                            34.00/100 of a ct.         22.22 cents
McGehee, AR                                       300,000                            34.00/100 of a ct.         22.22 cents
Newport, AR                                       360,000                            34.00/100 of a ct.         22.22 cents
Stuttgart, AR- Dryer                            1,600,000                            34.00/100 of a ct.         22.22 cents
Mill Site
Weiner, AR                                        450,000                            34.00/100 of a ct.         22.22 cents
Wheatly, AR                                       450,000                            34.00/100 of a ct.         22.22 cents
------------------------------------------------------------------------------------------------------------------------------


* Storage rate cap of 34/100 of a cent applies to all receipts issued on and
after 05/01/95

+ Maximum number of receipts allowed to issue at all facilities.
  04/01/01



APPENDIX 37C - DEFINITIONS

FIRST POSITION DAY -  Shall be the second business day prior to the first
business day of the delivery month.
FIRST NOTICE DAY -    Shall be the business day prior to the first business day
of the delivery month.
FIRST DELIVERY DAY -      Shall be the first business day of the delivery month.
LAST TRADING DAY -    Shall be the business day prior to the last seven business
days of the delivery month.
LAST NOTICE DAY -     Shall be the business day prior to the last business day
of the delivery month.
LAST DELIVERY DAY -   Shall be the last business day of the delivery month.

                                                                        11/01/94





APPENDIX 37D - MINIMUM FINANCIAL REQUIREMENTS FOR ROUGH RICE REGULARITY

The minimum financial requirements for firms which are regular to deliver Rough
Rice are:
          1.   Working Capital - (current assets less current liabilities) must
     be greater than or equal to $1,000,000. Firms which do not have $1,000,000
     in working capital must deposit with the Exchange $5,000 per contract which
     they are regular to deliver, up to a maximum of $1,000,000 less SEC
     haircuts, as specified in SEC Rule 15c3-1(c) (2) (vi), (vii) and (viii)
     plus 3% in the event of liquidation.

          2.   Net Worth - (Total assets less total liabilities) divided by the
     firm's allowable capacity (measured in contracts) must be greater than
     $5,000.

          3.   Each firm which is regular to deliver Rough Rice is required to
     file a yearly certified financial statement within 90 days of the firm's
     year-end. Each such firm is also required to file within 90 days of the
     statement date an unaudited semi-annual financial statement. In addition,
     the Exchange may request additional financial information as it deems
     appropriate;

          4.   A Letter of Attestation must accompany all financial statements.
     The Letter of Attestation must be signed by at least two general partners
     or two active executive officers.

                                                                        11/01/94




APPENDIX 47 - PRICE EVALUATION PROVIDERS FOR THE CURRENT MORTGAGE PRICE INDEX
FOR MORTGAGE FUTURES

Bank of America Securities Inc.
Bear, Stearns & Co. Inc.
Credit Suisse First Boston corporation
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Lehman Brothers Inc.
J.P. Morgan Chase Securities Inc.
Morgan Stanley Dean Witter & Co.
Salomon Smith Barney Inc.

                                                                      (04-01-01)

EX-4.7

                         [FORM OF STOCK CERTIFICATE]
                                                                     Exhibit 4.7

                              CBOT HOLDINGS, INC.
COMMON SHARES                                                      COMMON SHARES

                              CBOT HOLDINGS, INC.
             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

COMMON STOCK                                         CUSIP:
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

This Certifies that

                                [LOGO OF CBOT]

is the record holder of

        FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
                   $0.001 PER SHARE, OF CBOT HOLDINGS, INC.

transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this Certificate properly
endorsed. [This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.]

In Witness Whereof the Corporation has caused this Certificate to be executed
and attested to by the manual or facsimile signatures of its duly authorized
officers, under a facsimile of its corporate seal to be affixed hereto.


/s/                               [CBOT Seal]                  /s/
   -------------                                                   -------------
     SECRETARY                                                       PRESIDENT


[COUNTERSIGNED AND REGISTERED:

Transfer Agent and Registrar

By:
          Authorized Officer]



                              CBOT Holdings, Inc.

     Upon request the Corporation will furnish any holder of shares of class B
Common Stock of the Corporation, without charge, with a full statement of the
powers, designations, preferences, and relative, participating, optional or
other special rights of any class or series of capital stock of the Corporation,
and the qualifications, limitations or restrictions of such preferences and/or
rights.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM - as tenants in common
     TEN ENT - as tenants by the entireties
     JT TEN  - as joint tenants with right
               of survivorship and not as
               tenants in common

     UNIF GIFT MIN ACT - ____________ Custodian ____________
                           (Cust.)                (Minor)
                         under Uniform Gifts to Minors Act

                         ___________________________________
                                      (State)

    Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

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


-------------------------------------------------------------------------------
                 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
                    INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

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

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

-------------------------------------------------------------------------------
Shares of the common stock represented by this Certificate, and does hereby
irrevocably constitute and appoint ____________________________________ Attorney
to transfer the said stock on the books of the Corporation with full power of
substitution in the premises.

Dated ______________________________

In the presence of

X __________________________________   X _______________________________________

                              THE SIGNATURE TO THIS ASSIGNMENT SHOULD CORRESPOND
                      NOTICE: WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                              CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                              ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



By __________________________________________________

   THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
   GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
   AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
   MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEED
   MEDALLION PROGRAM), PURSUANT TO SEC RULE 17aD-15.

EX-10.13

                                                                   EXHIBIT 10.13

                                                                    CONFIDENTIAL
                                                                    ------------


         Confidential Materials omitted and filed separately with the
           Securities and Exchange Commission pursuant to a request
           for confidential treatment.  Asterisks denote omissions.

                               LICENSE AGREEMENT

          This License Agreement, dated as of June 5, 1997 (the "Effective
Date"), is made by and between Dow Jones & Company, Inc. ("Dow Jones"), having
an office at 200 Liberty Street, New York, New York 10281, and the Board of
Trade of the City of Chicago (the "Licensee"), having an office at 141 West
Jackson Boulevard, Chicago, Illinois 60604.

          WHEREAS, Dow Jones compiles, calculates and maintains the indexes
specified on Schedule A hereto (the "Indexes"), and Dow Jones owns rights in and
to the Indexes, the proprietary data contained therein, and the Dow Jones Marks
(defined below) (such rights, including without limitation, copyright, trademark
or proprietary rights and trade secrets, being hereinafter collectively referred
to as the "Intellectual Property"); and

          WHEREAS, Dow Jones uses in commerce and has trade name and/or
trademark rights to the designations "Dow Jones," "Dow Jones Industrial
Average," "DJIA," "Dow Jones Transportation Average," "Dow Jones Utilities
Average," "Dow Jones Global Indexes," "DJGI," and those designations listed on
Schedule A hereto (and Annex I thereto) (such rights being hereinafter
individually and collectively referred to as the "Dow Jones Marks"); and

          WHEREAS, the Licensee wishes to use the Indexes and the Dow Jones
Marks, pursuant to the terms and conditions hereinafter set forth, in connection
with (i) the listing for trading, marketing and promotion of the Products (as
defined in Section 1(b)) and (ii) making disclosure about the Products under
applicable laws, rules and regulations in order to indicate that Dow Jones is
the source of the Indexes.

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, it is agreed as follows:


          1.   Grant of License.
               ----------------

          (a) Subject to the terms and conditions of this Agreement, Dow Jones
hereby grants to the Licensee a non-transferable (except to affiliates pursuant
to Section 12(a)) exclusive (subject to Section 1(d)) world-wide license (i) to
use the Indexes solely in connection with the listing for trading of the
Products for trading on or through the Licensee during the hours of 9:30 A.M. to
4:15 P.M. (Eastern Time) and (ii) to use and refer to the Dow Jones Marks in
connection with such listing, and the marketing and promotion of the Products,
in order to indicate the source of the Indexes and as may otherwise be required
by applicable laws, rules or regulations or under this Agreement.

          (b) As used in this Agreement, "Products" means the products
designated on Schedule B hereto that are based upon one or more of the Indexes
(but not any part of any Index other than the whole Index, and not any subset of
the components of any Index) and correlated to the underlying securities
comprising such Indexes, and that are to be traded on or through the Licensee.
The terms of the Products, and any material changes therein, will be subject to
Dow Jones' prior written consent.  Unless otherwise expressly agreed by Dow
Jones in writing, the Initial Product at the Commencement Date will have a
contract size of approximately ten (10) times the value of the DJIA as of the
Commencement Date.  As used in this Agreement, the "Initial Product" means a
Product based on the Dow Jones Industrial Average Index (the "DJIA").  As used
in this Agreement, "Commencement Date" means the first day of trading in the
Initial Product.

          (c) The Licensee agrees that it will list for trading at least six (6)
futures Products (not including options on futures Products) by the second
anniversary of the Commencement Date. The Licensee agrees that the first Product
to be listed by it will be the Initial Product, and that the Licensee will use
all reasonable efforts to list the Initial Product as soon as practicable after
the Effective Date.

                                      -2-


          (d) Dow Jones at any time or from time to time during the Term
(defined in Section 2) may propose in writing that the Licensee list for trading
a new Product.  If the Licensee shall not, within 60 days after receipt of such
written proposal, deliver to Dow Jones a written commitment (reasonably
satisfactory in form and substance to Dow Jones) to list for trading such
Product, subject to regulatory approval, in accordance with the terms of this
License Agreement, within a reasonably prompt time frame, or, if the Licensee
does deliver such a written commitment but does not fulfill it on a timely
basis, then notwithstanding anything to the contrary contained in this
Agreement, Dow Jones shall thereafter be free to license any other person or
entity to list such a product (to be traded other than by or through the
Licensee).

          (e) The Licensee agrees that, during the Term, the Licensee will not
list any new futures contracts or options on futures contracts that are based on
any one or more indexes other than the Indexes or other indexes compiled and
provided by Dow Jones.  Licensee at any time or from time to time during the
Term may propose in writing that Dow Jones compile and provide a new Index (a
"Proposed Index").  If Dow Jones shall not, within 60 days after receipt of such
written proposal, deliver to the Licensee a written commitment (reasonably
satisfactory in form and substance to the Licensee) to compile and provide such
Proposed Index, within a reasonably prompt time frame, or, if Dow Jones does
deliver such a written commitment but does not fulfill it on a timely basis,
then notwithstanding anything to the contrary contained in this Agreement, the
Licensee shall thereafter be free to list any new futures contracts or options
on futures contracts that are based on such a Proposed Index.

          (f) Dow Jones agrees that no person or entity other than the Licensee
shall need to obtain a license from Dow Jones with respect to the sale and
purchase of the Products.
                                      -3-


          (g) Subject only to Section 1(a), nothing contained in this Agreement
shall restrict Dow Jones from licensing any one or more of the Indexes or the
Dow Jones Marks to any other person or entity at any time.

          (h) Nothing contained in this Agreement constitutes a license to the
Licensee to use any one or more of the Indexes other than in connection with the
listing for trading, marketing and promotion of the Products.

          (i) The Licensee acknowledges that the Indexes and the Dow Jones Marks
are the exclusive property of Dow Jones and that Dow Jones has and retains all
Intellectual Property and other proprietary rights therein.  Except as otherwise
specifically provided herein, Dow Jones reserves all rights to the Indexes and
the Dow Jones Marks, and this Agreement shall not be construed to transfer to
the Licensee any ownership right to, or equity interest in, the Indexes or the
Dow Jones Marks, or in any Intellectual Property or other proprietary rights
pertaining thereto.

          (j) The Licensee acknowledges that the Indexes and their compilation
and composition, and any changes therein, are and will be in the complete
control and sole discretion of Dow Jones.

          2.   Term.
               ----

          The term of this Agreement shall commence as of the Effective Date and
shall remain in full force and effect for five (5) years following the
Commencement Date (the first twelve months following the Commencement Date being
referred to herein as the "First Year," the next twelve months being referred to
as the "Second Year," and so on), unless this Agreement is terminated earlier as
provided herein (such term being referred to herein as the "Initial Term"). Upon
the expiration of the Initial Term (other than by reason of termination of this
Agreement as provided herein), this Agreement shall automatically be renewed for
an additional term of five (5) years (the "Renewal Term"); provided, however,
that the Initial Term shall not be renewed, and this Agreement shall
automatically terminate upon expiration of the Initial Term, unless, during the
Fourth
                                      -4-


Year, the trading volume of the Products exceeded (a) in the case of the
Initial Product, an average of 100,000 contracts traded (round turn) per day and
(b) in the case of any five (5) Products based on any one or more of the Dow
Jones Transportation Average Index, the Dow Jones Utilities Average Index and
the Dow Jones Global Indexes, in the aggregate, an average number of contracts
traded (round turn) per day equal to (i) 3,000 times (ii) the number of Products
based on the Dow Jones Transportation Average Index, the Dow Jones Utilities
Average Index and the Dow Jones Global Indexes.  (The Initial Term and any
Renewal Term are referred to herein, together, as the "Term".)  For the purposes
of this Agreement, "per day" means any day on which the New York Stock Exchange
is open.

          3.   License Fees.
               ------------

          (a) As consideration for the license granted herein, the Licensee
shall pay to Dow Jones license fees ("License Fees") as set forth on Schedule C
hereto.

          (b) Dow Jones shall have the right to audit on a confidential basis
the relevant books and records of the Licensee to confirm the accuracy of any
one or more calculations of License Fees.  Dow Jones shall bear its own costs of
any such audit unless it is determined that Dow Jones has been underpaid by 5%
or more with respect to the payments being audited, in which case Dow Jones'
costs of such audit shall be paid by the Licensee.

          4.   Termination.
               -----------

          (a) If there is a material breach of this Agreement by either party
(such party, the "breaching party," and, the other party, the "non-breaching
party"), or if either party (such party, the "harmed party") believes in good
faith that material damage or harm is occurring to its reputation or good will
by reason of its continued performance hereunder (other than pursuant to Section
4(g)), then the non-breaching party or the harmed party, as the case may be, may
terminate this Agreement, effective thirty (30) days after written notice
thereof to the other party (with reasonable specificity as to the

                                      -5-


nature of the breach or the condition causing such damage or harm, as the case
may be, and including a statement as to such party's intent to terminate),
unless the other party shall correct such breach or the condition causing such
damage or harm, as the case may be, within such 30-day period.

          (b) The Licensee or Dow Jones may terminate this Agreement upon ninety
(90) days prior notice to the other (or such lesser period of time as may be
necessary pursuant to law, rule, regulation or court order) if (i) any
legislation or regulation is finally adopted or any government interpretation is
issued that prevents the Licensee from listing for trading, marketing or
promoting the Initial Product; (ii) any material litigation or material
regulatory proceeding regarding the Initial Product is commenced and such party
reasonably believes that such litigation or regulatory proceeding is reasonably
likely to have a material and adverse effect on the good name or reputation of
such party or on such party's ability to perform its obligations under this
Agreement; or (iii) the Licensee elects to terminate the listing for trading of
the Initial Product. The Licensee or Dow Jones may terminate this Agreement with
respect to any one or more specific Products other than the Initial Product (but
not this Agreement in its entirety) upon ninety (90) days prior written notice
to the other (or such lesser period of time as may be necessary pursuant to law,
rule, regulation or court order) if (i) any legislation or regulation is finally
adopted or any government interpretation is issued that prevents the Licensee
from listing for trading, marketing or promoting such Product; (ii) any material
litigation or material regulatory proceeding regarding such Product is commenced
and such Party reasonably believes that such litigation or regulatory proceeding
is reasonably likely to have a material and adverse effect on the good name or
reputation of such Party or on such Party's ability to perform its obligations
under this Agreement; or (iii) the Licensee elects to terminate the listing for
trading of such Product.

          (c) Dow Jones may terminate this Agreement upon ninety (90) days prior
written notice to the Licensee (or such lesser period of time as may be

                                      -6-


necessary pursuant to law, rule, regulation or court order) if (i) any
legislation or regulation is finally adopted or any government interpretation is
issued that in Dow Jones' reasonable judgment materially impairs Dow Jones'
ability to license and provide the Indexes or the Dow Jones Marks under this
Agreement; (ii) any litigation or proceeding is commenced which relates,
directly or indirectly, to Dow Jones' licensing and providing the Indexes or the
Dow Jones Marks under this Agreement, or any such litigation proceeding is
threatened and Dow Jones reasonably believes that such litigation or proceeding
would be reasonably likely to have a material and adverse effect on the Indexes
or the Dow Jones Marks or on Dow Jones' ability to perform under this Agreement;
or (iii) Dow Jones elects (other than pursuant to Section 4(g)) to cease
compiling, calculating and publishing values of the Indexes.

          (d) Dow Jones may terminate this Agreement (i) 180 days after the
Effective Date if the Initial Product has not by such date received all
necessary regulatory authorizations for listing and trading, or (ii) 30 days
after the date of receipt of all such necessary regulatory authorizations if the
Initial Product has not by then been listed, with trading having commenced.

          (e) During any Renewal Term, Dow Jones may terminate this Agreement if
at the end of any Year (beginning with the end of the Fifth Year), the trading
volume of the Products during such Year was equal to or less than (a) in the
case of the Initial Product an average of 100,000 contracts traded (round turn)
per day or (b) in the case of any six (6) Products based on any one or more of
the Dow Jones Transportation Average Index, the Dow Jones Utilities Average
Index and the Dow Jones Global Indexes, in the aggregate, an average number of
contracts traded (round turn) per day equal to (i) 3,000 times (ii) the number
of Products based on the Dow Jones Transportation Average Index, the Dow Jones
Utilities Average Index and the Dow Jones Global Indexes.

                                      -7-


          (f) Dow Jones may terminate this Agreement upon written notice to the
Licensee if any securities exchange ceases to provide data to Dow Jones
necessary for providing the Indexes, terminates Dow Jones' right to receive data
in the form of a "feed" from such securities exchange, materially restricts Dow
Jones' right to redistribute data received from such securities exchange, or
institutes charges of a type or to an extent applicable to Dow Jones (and not to
others generally) for the provision of data to Dow Jones or the redistribution
of data by Dow Jones.

          (g) Notwithstanding anything to the contrary herein, Dow Jones shall
have the right, in its sole discretion, to cease compiling, calculating and
publishing values of any one or more of the Indexes, and to terminate this
Agreement with respect only to such Indexes, at any time that Dow Jones
determines that such Indexes no longer meet or will not be capable of meeting
the criteria established by Dow Jones for maintaining such Indexes (and in such
event Dow Jones will use all reasonable efforts to provide the Licensee with as
much prior notice as is reasonably practicable under the circumstances).

          (h) Notwithstanding anything to the contrary herein, in the event that
there shall occur any change in law (statutory law, case law or otherwise)
relating to or affecting the liability of index providers to third parties, and
Dow Jones thereafter ceases to engage in the business of providing real-time
data, Dow Jones shall have the right to terminate this Agreement upon written
notice to the Licensee.

          (i) In the event either the Licensee or Dow Jones shall give notice of
termination pursuant to this Section 4 (but excluding Section 4(d)), any
Products then listed ("Pending Products") may continue to be traded to the
expiration date thereof, and (i) to the extent necessary for such purpose, the
license granted in Section 1(a) and Dow Jones' obligations under Sections 5(b),
5(c) and 7, and (ii) the Licensee's obligations under Sections 5(h), 6, 7, 8(b)
and 9 shall be deemed to continue until the expiration date of the last of such
Pending Products. Notwithstanding the above, any Pending Products

                                      -8-


without open interest which are farther out than the farthest contract month
with open interest shall be terminated. Notwithstanding the above, in the event
of a termination by Dow Jones under Section 4(a) by reason of any breach by the
Licensee relating to its obligations under this Agreement with respect to Dow
Jones' Intellectual Property, Section 6(g) shall continue to apply to the
Licensee. Notwithstanding the foregoing, in the event of a termination by reason
of discontinuance of any Index under Sections 4(f), (g), or (h), Dow Jones
shall, at the time the notice of termination is provided to the Licensee,
provide to the Licensee a non-exclusive, perpetual and royalty-free license
effective as of the date of the discontinuance and a list of companies, shares
outstanding and divisors for the terminated Index as of the date of
discontinuance. The Licensee shall not thereafter make any reference to the Dow
Jones Marks in respect of the discontinued Index (except as provided in the next
sentence) and Dow Jones shall have no further obligations to the Licensee with
respect to the discontinued Index, or any Product based thereon, after
furnishing the Licensee with the aforesaid information. In any such event, the
Licensee shall redesignate the Index and the Products based thereon as the
Licensee's and may continue to list for trading Pending Products as if no notice
of termination had been received, except that, until termination of the license,
such index shall be described as the "CBOT _____ Index" formerly "Dow Jones
_______ Index". Thereafter, upon termination of the license, the Licensee may
promote and list for trading indexed products based upon the securities index
designated by the name "CBOT _______ Index" or equivalent provided that the
Licensee prominently disclaims any relationship with Dow Jones in respect
thereto.

          5.   Dow Jones Obligations; Licensee's Obligations.
               ---------------------------------------------

               (a)  Dow Jones is not, and shall not be, obligated to engage in
any way or to any extent in any marketing or promotional activities in
connection with the Products or in making any representation or statement to
investors or prospective investors in connection with the marketing or promotion
of the Products by the Licensee.

                                      -9-


At the Licensee's request, Dow Jones will provide Licensee with all reasonable
cooperation in connection with Licensee obtaining and maintaining regulatory
approval for the Products.

               (b)  Dow Jones agrees to provide reasonable support for the
Licensee's development and educational efforts with respect to the Products as
follows:

                    (i)    Dow Jones shall respond in a timely fashion to any
               reasonable requests by the Licensee for information regarding the
               Indexes.

                    (ii)   Dow Jones or its agent shall, or Dow Jones shall
               arrange for a third party vendor to, calculate, and provide to
               the Licensee via a feed, through a dedicated line, as well as a
               dial-up backup line, the values of each of the Indexes at least
               once every fifteen (15) seconds, or more frequently if agreed by
               the parties, on each day that the New York Stock Exchange (or the
               applicable exchange from which such Index is derived) is open for
               trading, in accordance with Dow Jones' current procedures, which
               procedures may be modified by Dow Jones.

                    (iii)  Dow Jones shall promptly correct, or instruct its
               agent to correct, any mathematical errors made in Dow Jones'
               computations of the Indexes of which Dow Jones becomes aware.

Notwithstanding anything herein to the contrary, nothing in this Section 5 shall
give the Licensee the right to exercise any judgment or require any changes with
respect to Dow Jones' method of composing, calculating or determining the
Indexes, and nothing in this Section 5 shall be deemed to modify the provisions
of Section 9 of this Agreement.

                                      -10-


               (c)  Dow Jones has, and shall maintain, a policy pursuant to
which its employees who are directly responsible for changes in the components
of the Indexes are prohibited from purchasing or beneficially owning any
interest in the Products. The Licensee shall have no responsibility for ensuring
that such Dow Jones employees comply with such Dow Jones policy and shall have
no duty to inquire whether any purchasers or sellers of the Products are such
Dow Jones employees. Dow Jones shall have no liability to the Licensee or its
affiliates with respect to Dow Jones' employees' adherence or failure of
adherence to such policy.

               (d)  Dow Jones shall use reasonable efforts to safeguard the
confidentiality of all impending changes in the components or method of
computation of the Indexes until such changes are publicly disseminated, and
shall require the same of any agent with whom it has contracted for computation
thereof. Dow Jones shall implement reasonable procedures so that only those
persons at Dow Jones directly responsible for changes in the composition or
method of computation of the Indexes shall be granted access to information
respecting impending changes.

               (e)  The Licensee will develop and implement a marketing program
for the Products. The Licensee will spend [**] during the period between the
Effective Date and the end of the First Year in implementing the marketing
program. During each subsequent Year of the Initial Term, the Licensee will
spend the greater of [**] in implementing the marketing program.

               (f)  The Licensee will use best efforts to obtain commitments
from major market makers to dedicate traders and capital to provide tight, deep
and liquid markets for the Products. For the first six months after the
Commencement Date, such efforts will include, without limitation, waiver of
booth fees, payment for installation of arbitrage telephone lines, waiver of
fees for headsets and order-entry systems, and physical

                                      -11-


plant modifications to open the pit with the closest proximity to the Treasury
Bond pit for the Products.

               (g)  Prior to the Commencement Date, the Licensee will adopt, and
during the Term the Licensee will maintain, as part of its rules, to be set
forth in the terms of the Products and in the Licensee's Rules and Regulations,
a limitation on liability of licensors of indexes, with respect to trading on or
through the Licensee, which is in form and substance substantially as set forth
in the New York Stock Exchange Rule 813.

               (h)  In the event that any third party shall commence any
litigation, action or proceeding, or make any claim, against Dow Jones which
alleges liability of Dow Jones by reason of miscalculation or error in any Dow
Jones index (whether or not any Product is based on such index), the Licensee
shall, at Dow Jones' request, participate in the defense thereof in any manner
reasonably requested by Dow Jones, at the Licensee's own expense up to an
aggregate of$1 million of out-of-pocket expenses therefor.

          6.   Trademark Filings; Recognition of Intellectual Property Rights;
               Protection of Intellectual Property; Quality Control          .
               --------------------------------------------------------------

               (a)  During the Term, Dow Jones shall apply for such trademark
and trade name registrations for the Dow Jones Marks only in such jurisdictions,
if any, where Dow Jones, in its sole discretion, considers such filings
appropriate. The Licensee shall reasonably cooperate with Dow Jones in the
maintenance of such rights and registrations and shall do such acts and execute
such instruments as are reasonably necessary or appropriate for such purpose.
The Licensee shall use the following notice when referring to any of the Indexes
or any of the Dow Jones Marks in any informational materials to be used in
connection with the Products (including, where applicable, advertisements,
brochures and promotional and any other similar informational materials, and any
documents or materials required to be filed with governmental or regulatory
agencies) that in any way use or refer to Dow Jones, any of the Indexes or any
of the Dow Jones Marks (collectively, the "Informational Materials"):

                                      -12-


          "Dow Jones," and "[INSERT Name of Index(es)](TM)," are trademarks
          of Dow Jones & Company, Inc. and have been licensed for use for
          certain purposes by [INSERT Name of Licensee]. [INSERT Name of
          Licensee's [INSERT Name of Product(s)] based on the [INSERT Name
          of Index](TM) are not sponsored, endorsed, sold or promoted by Dow
          Jones, and Dow Jones makes no representation regarding the
          advisability of trading in such product(s).

or such similar language as may be approved in advance in writing by Dow Jones.

          (b)  The Licensee agrees that the Dow Jones Marks and all Intellectual
Property and other rights, registrations and entitlement thereto, together with
all applications, registrations and filings with respect to any of the Dow Jones
Marks and any renewals and extensions of any such applications, registration and
filings, are and shall remain the sole and exclusive property of Dow Jones.  The
Licensee agrees to cooperate with Dow Jones in the maintenance of such rights
and registrations and shall do such acts and execute such instruments as are
reasonably necessary or appropriate for such purpose.  The Licensee acknowledges
that each of the Dow Jones Marks is part of the business and goodwill of Dow
Jones and agrees that it shall not, during the term of this Agreement or
thereafter, contest the fact that the Licensee's rights in the Dow Jones Marks
under this Agreement (i) are limited solely to the use of the Dow Jones Marks in
connection with the listing for trading, marketing, and/or promotion of the
Products and disclosure about the Products under applicable law as provided in
Section 1(a), and (ii) shall cease upon termination of this Agreement, except as
otherwise expressly provided herein.  The Licensee recognizes the great value of
the reputation and goodwill associated with the Dow Jones Marks and acknowledges
that such goodwill associated with the Dow Jones Marks belongs exclusively to
Dow Jones, and that Dow Jones is the owner of all right, title and interest in
and to the Dow Jones Marks in connection with the Products. The Licensee further
acknowledges that all rights in any translations, derivatives or

                                      -13-


modifications in the Dow Jones Marks which may be created by or for the Licensee
shall be and shall remain the exclusive property of Dow Jones and said property
shall be and shall remain a part of the Intellectual Property subject to the
provisions and conditions of this Agreement. The Licensee shall never, either
directly or indirectly, contest Dow Jones' exclusive ownership of any of the
Intellectual Property. In the event that Dow Jones consents to, and the Licensee
uses any Dow Jones Mark in conjunction with the Licensee's own trademark(s),
such resulting mark shall be owned by Dow Jones, and shall be part of the
Intellectual Property of Dow Jones and included in the Dow Jones Marks as
defined herein. With respect to any such composite mark: (i) Dow Jones shall not
register or apply for registration of such mark; (ii) Dow Jones shall not use
such mark; and (iii) after termination or expiration of this Agreement, Dow
Jones shall disclaim ownership rights in Licensee's own trademark forming a part
of such mark and shall assign to Licensee any rights in Licensee's own trademark
forming a part of such mark and the goodwill associated therewith that Dow Jones
might have acquired during the Term.

          (c)  In the event that the Licensee learns of any infringement or
imitation of any of the Indexes and/or any Dow Jones Mark, or of any use by any
person of a trademark similar to any of the Dow Jones Marks, it shall promptly
notify Dow Jones.  Dow Jones shall take such action as it deems advisable for
the protection of rights in and to the Indexes and the Dow Jones Marks and, if
requested to do so by Dow Jones, the Licensee shall cooperate with Dow Jones in
all respects, at Dow Jones' expense, including, without limitation, by being a
plaintiff or co-plaintiff and, upon Dow Jones' reasonable request, by causing
its officers to execute appropriate pleadings and other necessary documents.  In
no event, however, shall Dow Jones be required to take any action it deems
inadvisable. The Licensee shall have no right to take any action which would
materially affect any of the Indexes and/or any of the Dow Jones Marks without
Dow Jones' prior written approval.

                                      -14-


          (d)  The Licensee shall use its best efforts to protect the goodwill
and reputation of Dow Jones, the Indexes and the Dow Jones Marks in connection
with its use of the Indexes and any of the Dow Jones Marks under this Agreement.
The Licensee shall submit to Dow Jones, for Dow Jones' review and approval, and
the Licensee shall not use until receiving Dow Jones' approval thereof in
writing, all Informational Materials.  Dow Jones' approval shall be required
with respect to the use of and description of Dow Jones, any of the Indexes or
any of the Dow Jones Marks.  Dow Jones shall notify the Licensee of its approval
or disapproval of any Informational Materials within 72 hours (excluding any day
which is a Saturday or Sunday or a day on which The New York Stock Exchange is
closed) following receipt thereof from the Licensee. Once Informational
Materials have been approved by Dow Jones, subsequent Informational Materials
which do not alter the use or description of Dow Jones, such Indexes or such Dow
Jones Marks, as the case may be, need not be submitted for review and approval
by Dow Jones.

          (e)  Except as may be expressly otherwise agreed in writing by Dow
Jones, or as otherwise permitted or required under this Agreement, the Dow Jones
Marks and the Licensee's marks, the marks of any of their respective affiliates
or the marks of any third party, to the extent they appear in any Informational
Material, shall appear separately and shall be clearly identified with regard to
ownership.  Whenever the Dow Jones Marks are used in any Informational Material
in connection with any of the Products, the name of the Licensee shall appear in
close proximity to the Dow Jones Marks so that the identity of the Licensee, and
its status as an authorized licensee of such Dow Jones Marks, is clear and
obvious.

          (f)  The Licensee agrees that any proposed change in the use of the
Dow Jones Marks shall be submitted to Dow Jones for, and shall be subject to,
Dow Jones' prior written consent.

                                      -15-


          (g)  If at any time Dow Jones is of the opinion that the Licensee is
not properly using the Intellectual Property in connection with the Products or
Informational Materials, or that the standard of quality of any of the Products
or Informational Materials does not conform to the standards as set forth
herein, Dow Jones shall give notice to the Licensee to that effect.  Upon
receipt of such notice, the Licensee shall forthwith correct the defects in the
non-conforming Products or Informational Materials so that they comply with all
required standards or cease (subject to regulatory requirements) the listing,
marketing and promotion of the non-conforming Products or Informational
Materials.

       7. Proprietary Rights.
          ------------------

          (a)  The Licensee expressly acknowledges and agrees that the Indexes
are selected, compiled, coordinated, arranged and prepared by Dow Jones through
the application of methods and standards of judgment used and developed through
the expenditure of considerable work, time and money by Dow Jones. The Licensee
also expressly acknowledges and agrees that the Indexes and the Dow Jones Marks
are valuable assets of Dow Jones and the Licensee agrees that it will take
reasonable measures to prevent any unauthorized use of the information provided
to it concerning the selection, compilation, coordination, arrangement and
preparation of the Indexes.

               (b)  Dow Jones expressly acknowledges and agrees that: (i)
Licensee has the exclusive property rights in and to Market Data; (ii) Market
Data constitutes valuable Confidential Information and proprietary rights of
Licensee; and (iii) Licensee's trademarks and trade names, including but not
limited to, Chicago Board of Trade, Board of Trade and CBOT, are valuable assets
of Licensee. "Market Data" shall mean bids, asks and market prices, opening and
closing range prices, high-low prices, settlement prices, estimated and actual
contract volume and other information regarding

                                      -16-


CBOT market activity, including exchange for physical transactions (excluding
the values of Dow Jones indexes).

               (c)  Each party shall treat as confidential and shall not
disclose or transmit to any third party (i) any documentation or other materials
that are marked as "Confidential" by the providing party and (ii) the terms of
this Agreement (collectively, "Confidential Information"). Confidential
Information as described in clause (i) of the preceding sentence shall not
include (A) any information that is available to the public or to the receiving
party hereunder from sources other than the providing party (provided that such
source is not subject to a confidentiality agreement with regard to such
information) or (B) any information that is independently developed by the
receiving party without use of or reference to information from the providing
party.

               (d)  Notwithstanding the foregoing, either party may reveal
Confidential Information to any regulatory agency or court of competent
jurisdiction if such information to be disclosed is (i) approved in writing by
the providing party for disclosure or (ii) required by law, regulatory agency or
court order to be disclosed by the receiving party, provided, if permitted by
law, that prior written notice of such required disclosure is given to the
providing party and provided further that the receiving party shall cooperate
with the providing party to limit the extent of such disclosure. The provisions
of Sections 7(c) and (d) shall survive termination or expiration of this
Agreement for a period of five (5) years from disclosure by either party to the
other of the last item of such Confidential Information.

          8.   Warranties; Disclaimers.
               -----------------------

               (a)  Each party represents and warrants to the other that it has
the authority to enter into this Agreement according to its terms, and that its
execution and delivery of this Agreement and its performance hereunder will not
violate any agreement applicable to it or violate any applicable laws, rules or
regulations. Dow Jones represents that it owns and has the right to license
hereunder the Intellectual Property licensed

                                      -17-


hereunder. The Licensee represents and warrants to Dow Jones that the Products
listed for trading, and the marketing and promotion thereof, by the Licensee
will not violate any agreement applicable to the Licensee or violate any
applicable laws, rules or regulations, including without limitation, securities,
commodities, and banking laws.

               (b)  The Licensee shall include the statement contained in
Exhibit I hereto in each contract designation application and in the terms and
conditions of any Products (and upon request shall furnish copies thereof to Dow
Jones), and the Licensee expressly agrees to be bound by the terms of the
statement contained in Exhibit I hereto (which terms are expressly incorporated
herein by reference and made a part hereof). Any changes in the statement
contained in Exhibit I hereto must be approved in advance in writing by an
authorized officer of Dow Jones.

               (c)  Without limiting the disclaimers set forth in this Agreement
(including in Exhibit I hereto), in no event shall the cumulative liability of
Dow Jones to the Licensee and its affiliates under or relating to this Agreement
at any time exceed the aggregate amount of License Fees received by Dow Jones
pursuant to this Agreement prior to such time.

               (d)  Notwithstanding any other provision of this Agreement, in no
event shall Dow Jones be liable to the Licensee for damages of any kind (whether
monetary, special, indirect, exemplary, incidental, consequential or otherwise)
in connection with any breach by Dow Jones of any of its covenants under this
Agreement. In addition, in no event shall either Dow Jones or the Licensee be
liable to the other for more than an aggregate of $2 million (in respect of any
and all claims) for any special, indirect, exemplary, incidental or
consequential damages (including loss of products or savings and including under
any indemnification obligation under Section 9(a)(i), but not including under
any indemnification obligation under Section 9(a)(ii)) even if such other party
has been advised, knows or should know of the possibility of same arising in
connection with this Agreement.

                                      -18-


          9.   Indemnification.
               ---------------

               (a)  The Licensee shall indemnify and hold harmless Dow Jones and
its affiliates, and their respective officers, directors, members, employees and
agents, against any and all judgments, damages, liabilities, costs and losses of
any kind (including reasonable attorneys' and experts' fees) (collectively,
"Losses") that arise out of or relate to (i) any breach by the Licensee of its
representations and warranties or covenants under this Agreement, or (ii) any
claim, action or proceeding that arises out of or relates to (x) this Agreement
or (y) the Products; provided, however, that Dow Jones must promptly notify the
Licensee in writing of any such claim, action or proceeding (but the failure to
do so shall not relieve the Licensee of any liability hereunder except to the
extent the Licensee has been materially prejudiced therefrom). The Licensee may
elect, by written notice to Dow Jones within ten (10) days after receiving
notice of such claim, action or proceeding from Dow Jones, to assume the defense
thereof with counsel reasonably acceptable to Dow Jones. If the Licensee does
not so elect to assume such defense or disputes its indemnity obligation with
respect to such claim, action or proceeding, or if Dow Jones reasonably believes
that there are conflicts of interest between Dow Jones and the Licensee or that
additional defenses are available to Dow Jones with respect to such defense,
then Dow Jones shall retain its own counsel to defend such claim, action or
proceeding, at the Licensee's expense. The Licensee shall periodically reimburse
Dow Jones for its expenses incurred under this Section 9. Dow Jones shall have
the right, at its own expense, to participate in the defense of any claim,
action or proceeding against which it is indemnified hereunder; provided,
however, that Dow Jones shall have no right to control the defense, consent to
judgment, or agree to settle any such claim, action or proceeding without the
written consent of the Licensee unless Dow Jones waives its right to indemnity
hereunder. The Licensee, in the defense of any such claim, action or proceeding,
except with the written consent of Dow Jones, shall not consent to entry of any
judgment or enter into any settlement which (i) does not include, as an
unconditional

                                      -19-


term, the grant by the claimant to Dow Jones of a release of all liabilities in
respect of such claims or (ii) otherwise adversely affects the rights of Dow
Jones.

               (b)  Notwithstanding Section 9(a), the Licensee shall not have
any obligation to indemnify and hold harmless Dow Jones and its affiliates, and
their respective officers, directors, members, employees and agents, to the
extent that Losses arise out of or relate to (i) a breach by Dow Jones of its
representations, warranties or covenants under this Agreement, (ii) the willful
or reckless misconduct of any of Dow Jones' officers, directors, employees or
agents acting within the scope of their authority, or (iii) miscalculations or
errors in an Index originated by Dow Jones (i.e., not including miscalculations
or errors resulting from wrong information received by Dow Jones or from Dow
Jones' lack of information).

               (c)  The indemnification provisions set forth herein are solely
for the benefit of Dow Jones and are not intended to, and do not, create any
rights or causes of actions on behalf of any third party.

          10.  Suspension of Performance.
               -------------------------

          Notwithstanding anything herein to the contrary, neither Dow Jones nor
the Licensee shall bear responsibility or liability to each other or to third
parties for any Losses arising out of any delay in or interruptions of
performance of their respective obligations under this Agreement due to any act
of God, act of governmental authority, or act of public enemy, or due to war,
the outbreak or escalation of hostilities, riot, fire, flood, civil commotion,
insurrection, labor difficulty (including, without limitation, any strike, other
work stoppage, or slow-down), severe or adverse weather conditions, power
failure, communications line or other technological failure, or other similar
cause beyond the reasonable control of the party so affected; provided, however,
that nothing in this Section 9 shall affect the Licensee's obligations under
Section 9(a)(ii).

                                      -20-


          11.  Injunctive Relief.
               -----------------

          In the event of a material breach by one party ("Breaching Party") of
provisions of this Agreement relating to the Confidential Information of the
other party ("Non-breaching Party"), the Breaching Party acknowledges and agrees
that damages would be an inadequate remedy and that the Non-breaching Party
shall be entitled to preliminary and permanent injunctive relief to preserve
such confidentiality or limit improper disclosure of such Confidential
Information, but nothing herein shall preclude the Non-breaching Party from
pursuing any other action or remedy for any breach or threatened breach of this
Agreement. All remedies under this Section 11 shall be cumulative.

          12.  Other Matters.
               -------------

               (a)  This Agreement is solely and exclusively between the parties
hereto and, except to the extent otherwise expressly provided herein, shall not
be assigned or transferred, nor shall any duty hereunder be delegated, by either
party, without the prior written consent of the other party, and any attempt to
so assign or transfer this Agreement or delegate any duty hereunder without such
written consent shall be null and void; provided, however, that any affiliate
which, directly or indirectly, controls, is controlled by or is under common
control with the Licensee may use the Indexes and the Dow Jones Marks in
connection with the issuance, marketing and promotion of the Products, provided
that such affiliate shall be subject to all of the terms and conditions of this
Agreement applicable to the Licensee. This Agreement shall be valid and binding
on the parties hereto and their successors and permitted assigns.

               (b)  This Agreement, including the Schedules and Exhibits hereto
(which are hereby expressly incorporated into and made a part of this
Agreement), constitutes the entire agreement of the parties hereto with respect
to its subject matter, and supersedes any and all previous agreements between
the parties with respect to the

                                      -21-


subject matter of this Agreement. There are no oral or written collateral
representations, agreements or understandings except as provided herein.

               (c)  No waiver, modification or amendment of any of the terms and
conditions hereof shall be valid or binding unless set forth in a written
instrument signed by duly authorized officers of both parties. The delay or
failure by any party to insist, in any one or more instances, upon strict
performance of any of the terms or conditions of this Agreement or to exercise
any right or privilege herein conferred shall not be construed as a waiver of
any such term, condition, right or privilege, but the same shall continue in
full force and effect.

               (d)  No breach, default or threatened breach of this Agreement by
either party shall relieve the other party of its obligations or liabilities
under this Agreement with respect to the protection of the property or
proprietary nature of any property which is the subject of this Agreement.

               (e)  All notices and other communications under this Agreement
shall be (i) in writing, (ii) delivered by hand (with receipt confirmed in
writing), by registered or certified mail (return receipt requested), or by
facsimile transmission (with receipt confirmed in writing), to the address or
facsimile number set forth below or to such other address or facsimile number as
either party shall specify by a written notice to the other, and (iii) deemed
given upon receipt.

               If to Dow Jones:     Dow Jones & Company, Inc.
                             200 Liberty Street
                             New York, New York 10281
                             Attn:      David E. Moran,
                             President/Dow Jones Global Indexes
                             Fax No.: 212/416-2524

                                      -22-


               With a copy to:      Fried, Frank, Harris, Shriver & Jacobson
                             One New York Plaza
                             New York, New York 10004
                             Attn:      Gail Weinstein, Esq.
                             Fax No.: 212/859-8585

               If to the Licensee:  Board of Trade of the City of Chicago
                             141 West Jackson Boulevard
                             Chicago, Illinois 60604
                             Attn:  Carol Burke, Executive Vice President &
                                    General Counsel
                             Fax No. (312) 341-3392

               (f)  This Agreement shall be interpreted, construed and enforced
in accordance with the laws of the State of New York without reference to or
inclusion of the principles of choice of law or conflicts of law of that
jurisdiction. It is the intent of the parties that the substantive law of the
State of New York govern this Agreement and not the law of any other
jurisdiction incorporated through choice of law or conflicts of law principles.
Each party agrees that any legal action, proceeding, controversy or claim
between the parties arising out of or relating to this Agreement may be brought
and prosecuted only in the United States District Court for the Southern
District of New York or in the Supreme Court of the State of New York in and for
the First Judicial Department, and by execution of this Agreement each party
hereto submits to the exclusive jurisdiction of such court and waives any
objection it might have based upon improper venue or inconvenient forum. Each
party hereby waives any right it may have to a jury trial in connection with any
legal action, proceeding, controversy or claim between the parties arising out
of or relating to this Agreement.

               (g)  This Agreement (and any related agreement or arrangement
between the parties hereto) is solely and exclusively for the benefit of the
parties hereto and their respective successors, and nothing in this Agreement
(or any related agreement or arrangement between the parties hereto), express or
implied, is intended to or shall confer on any other person or entity
(including, without limitation, any purchaser

                                      -23-


of any Products issued by the Licensee), any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement (or any such related
agreement or arrangement between the parties hereto).

               (h)  Section 4, Sections 7(c) and (d) (as provided therein),
Sections 8, 9, 11 and 12(e), (f) and (g), and this Section 12(h), shall survive
the expiration or termination of this Agreement.

               (i)  The parties hereto are independent contractors. Nothing
herein shall be construed to place the parties in the relationship of partners
or joint venturers, and neither party


                                      -24-


shall acquire any power, other than as specifically and expressly provided in
this Agreement, to bind the other in any manner whatsoever with respect to third
parties.

               (j)  All references herein to "reasonable efforts" shall include
taking into account all relevant commercial and regulatory factors. All
references herein to "regulations" or "regulatory proceedings" shall include
regulations or proceedings by self-regulatory organizations such as securities
or futures exchanges.


                                      -25-


          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.

                              DOW JONES & COMPANY, INC.


                              By: /s/ David E. Moran
                                 ------------------------------------------
                                  Name:   David E. Moran
                                  Title:  Vice President



                              BOARD OF TRADE OF THE CITY OF CHICAGO


                              By: /s/ Patrick H. Arbor
                                 ------------------------------------------
                                  Name:   Patrick H. Arbor
                                  Title:  Chairman of the Board



                              By: /s/ Thomas R. Donovan
                                 ------------------------------------------
                                  Name:   Thomas R. Donovan
                                  Title:  President and Chief Executive Officer


                                      -26-


                              INDEX OF ATTACHMENTS
                              --------------------

SCHEDULES:
---------

Schedule A          Indexes Being Licensed

Schedule B          Products Description

Schedule C          License Fees



EXHIBITS:
--------

Exhibit I           Disclaimer Language

                                      -27-


                                  SCHEDULE A
                                  ----------
                            INDEXES BEING LICENSED
                            ----------------------


 . Dow Jones Industrial Average Index

 . Dow Jones Transportation Average Index

 . Dow Jones Utilities Average Index

 . Dow Jones Global Indexes listed on Annex I to this Schedule A

 (excluding the Dow Jones Taiwan Stock Index)




                                  SCHEDULE B
                                  ----------
                             PRODUCTS DESCRIPTION
                             --------------------


Standardized exchange-traded futures contracts and options on futures contracts.

                                  SCHEDULE C
                                  ----------
                                 LICENSE FEES
                                 ------------


     Licensee shall pay license fees in accordance with the following:

 .    Licensee shall pay to Dow Jones (a) an up-front one-time fee of [**], to be
     paid on the Effective Date, (b) a one-time fee of [**] on the date of
     regulatory approval of the Initial Product, and (c) a one-time fee of [**]
     on the Commencement Date. The fees payable under (b) and (c) of this
     paragraph are referred to herein together as the "[**] Fee."

 .    In addition, (i) on the Commencement Date, the Licensee will pay to Dow
     Jones a flat annual minimum payment of [**] in respect of the First Year;
     (ii) during the Term, on each of the first, second, third and fourth
     anniversaries of the Commencement Date, the Licensee will pay to Dow Jones
     a flat annual minimum payment of $2 million in respect of the Second Year,
     the Third Year, the Fourth Year and the Fifth Year, respectively; and (iii)
     during any Renewal Term, on each of the fifth, sixth, seventh, eighth and
     ninth anniversaries of the Commencement Date, the Licensee will pay to Dow
     Jones a flat annual minimum payment of [**] in respect of the Sixth Year,
     the Seventh Year, the Eighth Year, the Ninth Year and the Tenth Year,
     respectively (each, an "Annual Minimum Payment").

 .    In addition, the Licensee will pay to the Dow Jones affiliate designated by
     Dow Jones the amount, if any, by which (x) a fee (the "Per Transaction
     Fee") equal to [**]. Within 10 days after each month-end after the
     Commencement Date, the Licensee will provide to Dow Jones a written report
     of the trading volume for each Product for such month (each, a "Monthly
     Report"), together with a calculation of the amount of the Per Transaction
     Fees for such month. At such time during any Year that the cumulative Per
     Transaction Fees first exceed the Annual Minimum Payment paid in respect of
     such Year, the Licensee will make payment of such excess amount at the time
     it provides the Monthly Report for such month and, thereafter, during the
     remainder of such Year, the Licensee will pay the amount of the Per
     Transaction Fees reflected in each Monthly Report at the time it provides
     such Monthly Report.



 .    All amounts will be paid in cash and will be non-refundable, except that,
     if during the Initial Term Dow Jones terminates this Agreement pursuant to
     Section 4(h), then any part of the [**] Fee already paid by the Licensee
     shall be refunded to the extent of 20% if the termination occurs in the
     Fifth Year, 40% if it occurs in the Fourth Year, 60% if it occurs in the
     Third Year, and 80% if it occurs in either the Second Year or the First
     Year.

 .    The terms hereof shall be deemed "Confidential Information" for purposes of
     Section 7(c) of this Agreement.


                                      -1-


                                   EXHIBIT I
                                   ---------

  The [Products] are not sponsored, endorsed, sold or promoted by Dow Jones.
Dow Jones makes no representation or warranty, express or implied, to the owners
of the [Product(s)] or any member of the public regarding the advisability of
trading in the Product(s).  Dow Jones' only relationship to the Licensee is the
licensing of certain trademarks and trade names of Dow Jones and of the [INSERT
Name of Index(es)] which is determined, composed and calculated by Dow Jones
without regard to [the Licensee] or the [Product(s)], Dow Jones has no
obligation to take the needs of [the Licensee] or the owners of the [Product(s)]
into consideration in determining, composing or calculating [INSERT Name of
Index(es)].  Dow Jones is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the [Product(s)] to
be listed or in the determination or calculation of the equation by which the
[Product(s)] are to be converted into cash. Dow Jones has no obligation or
liability in connection with the administration, marketing or trading of the
[Product(s)].

  DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
[INSERT NAME OF INDEX(ES)] OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL HAVE
NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY [THE
LICENSEE], OWNERS OF THE [PRODUCT(S)], OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE [INSERT NAME OF INDEX(ES)] OR ANY DATA INCLUDED THEREIN. DOW JONES
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO
THE [INSERT NAMES OF [INDEX(ES)] OR ANY DATA INCLUDED THEREIN, WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY
LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.  THERE ARE
NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES
AND [THE LICENSEE].


                                                         ANNEX I [to Schedule A]


                                                      DOW JONES GLOBAL INDEXES

                                                   5:30 p.m., Friday May 30 1997
------------------------------------------------------------------------------------------------------------------------------------
                                                  ------------------------------IN U.S. DOLLARS-------------------------------------
                                 DJ
                               GLOBAL
                              INDEXES,             5:30
                               LOCAL      PCT.     P.M.              PCT.    12-MO   12-MO     12-MO      PCT.     FROM       PCT.
REGION/ COUNTRY               CURRENCY    CHG.     INDEX    CHG.     CHG.    HIGH    LOW       CHG.       CHG.     12/31      CHG.
-----------------------------------------------------------------------------------------------------------------------------------
                                                                         
Americas                                          197.28  +  1.04  +  0.53  197.51  146.19  +  40.85  +  26.11  +  23.89  +  13.78
-----------------------------------------------------------------------------------------------------------------------------------
   Canada                       176.18  +  0.24   147.84  +  0.78  +  0.53  150.21  110.46  +  29.87  +  25.32  +  12.43  +   9.18
-----------------------------------------------------------------------------------------------------------------------------------
   Mexico                       288.47  +  0.72   111.75  +  0.58  +  0.52  113.01   85.56  +  17.25  +  18.26  +  17.43  +  18.48
-----------------------------------------------------------------------------------------------------------------------------------
   U.S.                         738.46  +  0.53   798.46  +  4.23  +  0.53  799.28  591.10  + 165.81  +  26.21  +  97.90  +  13.97
-----------------------------------------------------------------------------------------------------------------------------------
Europe/Africa                                     171.89  -  2.85  -  4.63  176.96  138.43  +  28.73  +  20.07  +  11.59  +   7.23
-----------------------------------------------------------------------------------------------------------------------------------
   Austria                      123.31  -  1.81   110.36  -  1.81  -  1.61  114.62  100.23  -   2.70  -   2.39  +   0.36  +   0.32
-----------------------------------------------------------------------------------------------------------------------------------
   Belgium                      193.46  -  0.43   172.25  -  1.38  -  0.79  176.68  143.00  +  24.98  +  16.96  +  13.61  +   8.58
-----------------------------------------------------------------------------------------------------------------------------------
   Denmark                      167.99  -  0.41   154.63  -  1.54  -  0.99  159.18  114.59  +  38.60  +  33.27  +  17.38  +  12.66
-----------------------------------------------------------------------------------------------------------------------------------
   Finland                      375.81  -  2.02   302.65  -  8.33  -  2.68  316.01  201.41  +  74.75  +  32.80  +  21.93  +   7.81
-----------------------------------------------------------------------------------------------------------------------------------
   France                       156.52  -  0.52   140.67  -  1.44  -  1.01  153.55  124.57  +   9.65  +   7.37  -   1.70  -   1.20
-----------------------------------------------------------------------------------------------------------------------------------
   Germany                      200.52  -  2.50   177.95  -  5.65  -  3.08  186.09  142.25  +  34.80  +  24.31  +  16.54  +  10.24
-----------------------------------------------------------------------------------------------------------------------------------
   Ireland                      233.44  -  1.07   204.97  -  2.04  -  0.99  208.82  160.07  +  35.66  +  21.07  +   8.97  +   4.58
-----------------------------------------------------------------------------------------------------------------------------------
   Italy                        161.66  -  1.50   117.94  -  2.51  -  2.08  130.10   98.39  +   3.75  +   3.28  +   4.32  +   3.80
-----------------------------------------------------------------------------------------------------------------------------------
   Netherlands                  265.39  -  1.64   232.76  -  5.07  -  2.13  239.84  172.70  +  47.74  +  25.80  +  25.17  +  12.13
-----------------------------------------------------------------------------------------------------------------------------------
   Norway                       196.49  -  1.03   165.33  -  2.57  -  1.53  174.76  133.41  +  25.29  +  18.06  +   5.37  +   3.35
-----------------------------------------------------------------------------------------------------------------------------------
   South Africa                 214.51  -  0.84   131.67  -  1.11  -  0.84  136.80  112.45  -   0.85  -   0.64  +  13.02  +  10.98
-----------------------------------------------------------------------------------------------------------------------------------
   Spain                        248.76  -  1.72   167.84  -  3.05  -  1.73  178.52  119.44  +  44.83  +  36.44  +  18.40  +  12.31
-----------------------------------------------------------------------------------------------------------------------------------
   Sweden                       316.36  -  0.71   226.63  -  3.30  -  1.44  237.60  171.24  +  44.91  +  24.72  +  12.76  +   5.96
-----------------------------------------------------------------------------------------------------------------------------------
   Switzerland                  291.27  -  1.78   279.26  -  5.46  -  1.92  290.48  227.00  +  48.28  +  20.90  +  43.23  +  18.32
-----------------------------------------------------------------------------------------------------------------------------------
   United Kingdom               180.97  -  1.16   158.89  -  1.73  -  1.08  162.13  124.53  +  30.54  +  23.80  +   6.87  +   4.52
-----------------------------------------------------------------------------------------------------------------------------------
Europe/Africa (ex. South                          173.89  -  2.94  -  1.66  179.08  138.94  +  30.33  +  21.13  +  11.48  +   7.07
 Africa)
-----------------------------------------------------------------------------------------------------------------------------------
Europe/Africa (ex. U.K. &                         186.07  -  3.72  -  1.96  193.53  149.93  +  30.73  +  19.79  +  14.50  +   8.45
 S. Africa)
-----------------------------------------------------------------------------------------------------------------------------------
Asia/Pacific                                      109.58  -  0.74  -  0.67  124.13   93.86  -  13.23  -  10.78  +   0.65  +   0.59
-----------------------------------------------------------------------------------------------------------------------------------
   Australia                    155.37  +  0.75   155.57  +  0.30  +  0.19  157.08  126.73  +  15.44  +  11.02  +   6.80  +   4.57
-----------------------------------------------------------------------------------------------------------------------------------
   Hong Kong                    319.53  +  2.09   320.45  +  6.50  +  2.07  320.45  235.92  +  70.47  +  28.19  +  20.96  +   7.00
-----------------------------------------------------------------------------------------------------------------------------------
   Indonesia                    232.52  +  1.32   190.34  +  2.87  +  1.53  204.08  156.38  -   5.40  -   2.76  +   2.92  +   1.56
-----------------------------------------------------------------------------------------------------------------------------------
   Japan                         90.07  -  1.34    96.69  -  1.27  -  1.30  116.89   79.74  -  18.11  -  15.78  +   1.06  +   1.11
-----------------------------------------------------------------------------------------------------------------------------------
   Malaysia                     216.41  -  0.02   230.40  -  0.18  -  0.08  282.10  223.30  -  16.64  -   6.63  -  31.10  -  11.71
-----------------------------------------------------------------------------------------------------------------------------------
   New Zealand                  156.24  -  0.90   199.17  +  1.60  +  0.31  211.01  165.69  +  23.57  +  16.74  -   4.17  -   2.05
-----------------------------------------------------------------------------------------------------------------------------------
   Philippines                  296.41  -  1.21   292.02  +  3.49  +  1.21  371.03  258.89  -   8.70  -  19.05  -  50.35  -  14.71
-----------------------------------------------------------------------------------------------------------------------------------
   Singapore                    158.16  +  0.46   179.16  +  0.63  +  0.38  210.25  164.33  -  20.16  -  10.11  -  20.64  -  10.35
-----------------------------------------------------------------------------------------------------------------------------------
   South Korea                  114.82  +  0.56    97.66  +  0.59  +  0.61  142.10   80.69  -  43.36  -  30.75  +   6.68  +   7.34
-----------------------------------------------------------------------------------------------------------------------------------
[This row redacted in the
 original]
-----------------------------------------------------------------------------------------------------------------------------------
   Thailand                      92.61  +  2.30    87.86  +  3.91  +  4.66  204.81   83.75  - 116.95  -  57.10  -  38.80  -  30.63
-----------------------------------------------------------------------------------------------------------------------------------
Asia/Pacific (ex. Japan)                          199.99  +  1.83  +  0.92  205.51  175.15  +   9.70  +   5.10  -   1.27  -   0.63
-----------------------------------------------------------------------------------------------------------------------------------
World (ex. U.S.)                                  135.35  -  1.50  -  1.10  138.13  121.10  +   5.65  +   4.36  +   5.66  +   4.36
-----------------------------------------------------------------------------------------------------------------------------------
DJ WORLD STOCK INDEX                              160.26  -  0.56  -  0.35  161.55  133.22  +  19.09  +  13.53  +  12.69  +   8.60
------------------------------------------------------------------------------------------------------------------------------------





Industry Group Performance

      WORLD                                            U.S.              AMERICAS              EUROPE            ASIA/PACIFIC
------------------                              -------------------  -----------------   -------------------   ----------------
                                                                                           
  5:30                                             5:30                 5:30                5:30              5:30
  P.M.      % CHG.                                 P.M.      % CHG.      P.M.    % CHG.      P.M.    % CHG.    P.M.     % CHG.
05/30/97     YTD                                 05/30/97     YTD     05/30/97    YTD     05/30/97   YTD     05/30/97     YTD
-------------------------------------------------------------------------------------------------------------------------------
  141.65   +  3.68   Basic Materials               680.59   + 10.73    173.01  +  8.29     172.43  -  1.52     96.57  +  0.95
-------------------------------------------------------------------------------------------------------------------------------
  173.09   + 12.48   Aluminum                      563.65   + 15.81    190.10  + 12.89     223.52  + 16.83     94.87  +  3.76
-------------------------------------------------------------------------------------------------------------------------------
  130.91   +  7.00   Other non-ferrous             427.47   + 10.31    158.65  +  7.19     121.93  +  8.70    109.99  +  5.42
-------------------------------------------------------------------------------------------------------------------------------
  164.48   +  2.80   Chemicals                     931.14   + 10.75    201.46  + 10.04     182.46  -  5.51    100.87  +  3.56
-------------------------------------------------------------------------------------------------------------------------------
  183.24   +  2.89   Chem-commodity               1014.19   + 12.56    229.66  + 11.86     203.26  -  6.78    108.67  +  4.98
-------------------------------------------------------------------------------------------------------------------------------
  130.70   +  2.63   Chem-specialty                820.24   +  7.39    156.12  +  6.73     137.58  -  1.79     85.76  +  0.03
-------------------------------------------------------------------------------------------------------------------------------
  157.13   +  7.36   Forest products               460.50   +  8.84    163.07  +  9.63     108.04  + 11.15    359.92  +  0.72
-------------------------------------------------------------------------------------------------------------------------------
  161.18   +  4.88   Mining, diversified           372.95   +  7.68    145.41  +  6.02     134.51  +  7.36    161.73  +  2.62
-------------------------------------------------------------------------------------------------------------------------------
  113.05   +  5.76   Paper products                678.51   + 15.45    141.17  + 14.57     118.73  -  3.14     75.42  +  2.08
-------------------------------------------------------------------------------------------------------------------------------
  143.01   +  0.27   Precious metals               250.85   -  5.26    144.80  +  8.61     206.56  -  1.01     98.14  - 10.29
-------------------------------------------------------------------------------------------------------------------------------
   99.92   +  1.96   Steel                         183.75   + 10.60    138.33  +  9.83     165.64  +  3.22     85.30  -  2.03
-------------------------------------------------------------------------------------------------------------------------------
  183.83   +  7.31   Independent                  1499.29   + 22.05    289.66  + 20.85     114.99  -  4.51    157.71  +  0.65
-------------------------------------------------------------------------------------------------------------------------------
  213.60   +  8.77   Conglomerates                1499.29   + 22.05    289.66  + 20.85     116.18  -  4.26    239.19  -  0.17
-------------------------------------------------------------------------------------------------------------------------------
  106.56   +  2.39   Overseas Trading                0.00      0.00      0.00     0.00      80.77  -  8.96    107.27  +  3.22
-------------------------------------------------------------------------------------------------------------------------------
  222.23   -  6.53   Plantations                     0.00      0.00      0.00     0.00       0.00     0.00    222.23  -  6.53
-------------------------------------------------------------------------------------------------------------------------------
  158.45   +  6.60   Consumer, Cyclical            792.28   + 11.99    173.15  + 11.85     177.04  +  2.96    138.57  +  3.13
-------------------------------------------------------------------------------------------------------------------------------
  262.92   + 13.58   Advertising                  1427.73   + 24.13    250.07  + 24.13     253.36  -  8.65      0.00     0.00
-------------------------------------------------------------------------------------------------------------------------------
  115.09   +  5.16   Airlines                      585.16   + 20.07    165.33  + 20.24     201.26  + 12.34     70.83  - 12.53
-------------------------------------------------------------------------------------------------------------------------------
  111.52   +  1.59   Apparel                      1331.57   +  0.32    163.86  +  0.32     124.24  +  7.62     84.94  -  0.12
-------------------------------------------------------------------------------------------------------------------------------
   95.97   +  2.73   Clothing/Fabrics              873.54   +  7.51    127.06  +  7.51     125.71  +  4.31     86.90  +  0.66
-------------------------------------------------------------------------------------------------------------------------------
  169.62   -  1.10   Footwear                     2193.31   -  4.01    210.44  -  4.01      98.10  + 17.78     57.42  - 15.27
-------------------------------------------------------------------------------------------------------------------------------
  203.06   +  7.05   Auto Manufacturers            544.37   +  6.70    256.69  +  6.70     170.13  + 16.93    202.41  +  2.23
-------------------------------------------------------------------------------------------------------------------------------
  170.97   +  4.91   Auto parts & equip            553.65   + 12.29    197.54  + 10.66     216.82  -  3.00    151.38  +  5.70
-------------------------------------------------------------------------------------------------------------------------------
  194.49   - 14.02   Casinos                      1434.18   -  6.71    244.19  -  6.71     150.73  -  4.57    226.86  - 21.60
-------------------------------------------------------------------------------------------------------------------------------
  156.76   -  3.47   Home construction             701.21   +  5.59    161.10  +  5.59     107.82  -  3.67    161.16  -  4.26
-------------------------------------------------------------------------------------------------------------------------------
  154.76   + 12.37   Home furnishings              453.41   + 15.31    181.54  + 14.14     181.13  +  3.40    149.78  + 13.00
-------------------------------------------------------------------------------------------------------------------------------
  156.76   + 14.73   Consumer electronics            0.00      0.00    108.62  - 13.85     158.14  + 24.07    157.74  + 14.87
-------------------------------------------------------------------------------------------------------------------------------
  153.10   +  6.36   Other furnishings             453.41   + 15.31    181.88  + 15.31     223.46  +  2.24     95.36  -  1.21
-------------------------------------------------------------------------------------------------------------------------------
  141.31   +  2.01   Lodging                       838.92   +  6.95    295.22  +  6.95     105.93  + 10.17    141.03  -  6.21
-------------------------------------------------------------------------------------------------------------------------------


                                      -2-





      WORLD                                            U.S.              AMERICAS              EUROPE              ASIA/PACIFIC
------------------                              -------------------  -----------------   -------------------   --------------------
                                                                                           
  5:30         %                                     5:30               5:30                 5:30                5:30
  P.M.         CHG.                                  P.M.     % CHG.     P.M.     % CHG.      P.M.     % CHG.    P.M.      % CHG.
05/30/97       YTD                                 05/30/97    YTD    05/30/97     YTD     05/30/97    YTD     05/30/97      YTD
-----------------------------------------------------------------------------------------------------------------------------------
  191.61   +   2.10  Media                          874.04  +  10.90    173.21  +   9.93     200.34  -   3.51    236.54  -    2.30
-----------------------------------------------------------------------------------------------------------------------------------
  183.59   +   3.77  Cable/Broadcasting             888.44  +   8.27    159.25  +   9.65     198.62  -   2.43    294.27  +   10.89
-----------------------------------------------------------------------------------------------------------------------------------
  194.34   +   1.31  Publishing                     811.76  +  11.75    179.53  +   9.73     198.73  -   4.05    223.33  -    6.11
-----------------------------------------------------------------------------------------------------------------------------------
  151.69   +   8.22  Recreation Products            586.57  +  11.24    210.78  +  11.24     100.55  -  11.19    111.71  +   10.37
-----------------------------------------------------------------------------------------------------------------------------------
  163.40   +   4.06  Entertainment                  381.59  +  10.64    156.82  +  10.64     151.77  -  13.77      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  170.58   +   9.90  Other Rec Products             668.62  +  11.78    233.97  +  11.78      77.67  -   7.86    138.48  +   11.85
-----------------------------------------------------------------------------------------------------------------------------------
   97.13   +   7.21  Toys                           763.63  +   9.15    196.20  +   9.15       0.00      0.00     70.82  +    5.49
-----------------------------------------------------------------------------------------------------------------------------------
  182.10   +   4.75  Restaurants                   1141.17  +   6.84    197.75  +   6.93     114.60  -  14.50    107.69  -    1.03
-----------------------------------------------------------------------------------------------------------------------------------
  113.63   +  11.21  Retailers, apparel            1401.96  +  15.98    126.46  +  15.98     225.40  -  17.91     62.12  +    7.01
-----------------------------------------------------------------------------------------------------------------------------------
  125.80   +  12.99  Retailers, broadline           926.60  +  19.43    123.59  +  19.40     151.20  +   4.43    115.28  +    8.79
-----------------------------------------------------------------------------------------------------------------------------------
  229.07   +  13.31  Retailers, drug-based         1641.93  +  14.02    308.67  +  14.02     143.52  +  11.01      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  140.93   +   9.01  Retailers, specialty           866.27  +  17.46    148.62   + 17.31     172.58  -   6.11    145.98  +    1.43
-----------------------------------------------------------------------------------------------------------------------------------
  173.11   +  13.86  Consumer, Non-Cycl            1527.13  +  18.63    191.23  +  18.34     172.25  +   7.79    120.25  +    7.86
-----------------------------------------------------------------------------------------------------------------------------------
  118.95   +   2.53  Beverages, distillers          828.15  +   8.43    139.53  +   6.05     118.95  -   0.33    103.56  +    3.68
-----------------------------------------------------------------------------------------------------------------------------------
  258.93   +  27.16  Beverages, soft drinks        3207.88  +  28.42    297.99  +  28.71       0.00      0.00    160.63  -    1.51
-----------------------------------------------------------------------------------------------------------------------------------
  170.06   +  13.61  Consumer services              811.00  +  16.96    166.56  +  14.03       0.00      0.00    194.96  +    8.66
-----------------------------------------------------------------------------------------------------------------------------------
  227.91   +   9.09  Cosmetics                     1758.95  +  12.59    253.51  +  12.69     276.06  -   3.94    135.13  +   20.38
-----------------------------------------------------------------------------------------------------------------------------------
  129.03   +   7.30  Food                          1414.53  +  10.04    140.50  +   9.68     145.50  +   7.33     86.36  -    0.90
-----------------------------------------------------------------------------------------------------------------------------------
   54.20   -  14.87  Fishing                          0.00      0.00      0.00      0.00       0.00      0.00     54.20  -   14.87
-----------------------------------------------------------------------------------------------------------------------------------
  130.21   +   7.48  Other food                    1414.53  +  10.04    140.50  +   9.68     145.50  +   7.33     88.94  -    0.10
-----------------------------------------------------------------------------------------------------------------------------------
  164.04   +   6.12  Food retailers                1002.97  +   4.26    147.07  +   7.19     193.25  -   0.26    148.18  +   21.76
-----------------------------------------------------------------------------------------------------------------------------------
  242.75   +   8.10  Health care                    930.69  +   8.05    274.10  +   8.10       0.90      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  229.25   +  20.04  Household products            1992.50  +  21.77    251.75  +  21.25     117.07  +  13.85     76.33  -    5.70
-----------------------------------------------------------------------------------------------------------------------------------
  112.38   +   5.76  Durable                       1259.24  +   8.15    131.02  +   8.15       0.00      0.00     71.23  -    3.13
-----------------------------------------------------------------------------------------------------------------------------------
  257.97   +  21.85  Non-durable                   2033.03  +  23.24    274.56  +  22.64     117.07  +  13.85     88.60  -   10.65
-----------------------------------------------------------------------------------------------------------------------------------
  172.66   +  14.06  Medical supplies              1087.64  +  16.89    179.38  +  16.89     151.35  -   9.81    163.07  +    9.04
-----------------------------------------------------------------------------------------------------------------------------------
  183.41   +  18.08  Pharmaceuticals               1431.08  +  22.92    188.97  +  22.91     182.07  +  13.78    134.94  +   11.48
-----------------------------------------------------------------------------------------------------------------------------------
  149.44   +  11.47  Tobacco                       1622.33  +  14.05    154.91  +  14.08     147.42  +   4.44    108.85  +    3.64
-----------------------------------------------------------------------------------------------------------------------------------
  177.43   +   8.67  Energy                         493.59  +  11.65    184.34  +  11.16     192.75  +   6.83     87.16  -    1.18
-----------------------------------------------------------------------------------------------------------------------------------

                                      -3-






      WORLD                                            U.S.              AMERICAS              EUROPE              ASIA/PACIFIC
------------------                              -------------------  -----------------   -------------------   --------------------
                                                                                           
  5:30         %                                   5:30                 5:30                 5:30                5:30
  P.M.         CHG.                                P.M.      % CHG.      P.M.    % CHG.       P.M.     % CHG.    P.M.     % CHG.
05/30/97       YTD                               05/30/97     YTD     05/30/97    YTD      05/30/97    YTD     05/30/97     YTD
-----------------------------------------------------------------------------------------------------------------------------------
   96.75   -   6.29  Coal                          330.21  +   4.42    139.93  +   4.42       0.00      0.00     69.15  -   16.91
-----------------------------------------------------------------------------------------------------------------------------------
  361.74   +   7.14  Oil drilling                  321.40  +   6.37    480.81  +   6.87     127.52  +  12.67      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  191.52   +  11.62  Oil cos, major                619.23  -  14.30    184.32  +  14.03     200.37  +   8.71      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  126.66   -   0.28  Oil cos, secondary            240.25  +   4.25    145.25  -   1.09     149.19  +   0.15     88.65  -    0.30
-----------------------------------------------------------------------------------------------------------------------------------
  198.17   +  16.25  Oilfield equip/svcs           276.68  +  17.62    197.59  +  17.62     244.44  +   7.14     47.52  -   40.61
-----------------------------------------------------------------------------------------------------------------------------------
  226.45   +   5.04  Pipelines                     466.63  -   4.11    226.48  +   5.04       0.00      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  154.02   +   7.98  Financial                     942.23  -  16.36    263.15  +  16.41     176.77  +  13.30     91.30  -    5.71
-----------------------------------------------------------------------------------------------------------------------------------
  140.58   +   5.66  Banks, all                    990.68  -  13.86    286.16  +  14.31     190.84  +  16.24     83.79  -    7.39
-----------------------------------------------------------------------------------------------------------------------------------
  128.53   +   4.20  Major int'l                   695.40  -  10.72    282.36  +  12.54     189.21  +  17.46     85.42  -    6.80
-----------------------------------------------------------------------------------------------------------------------------------
  156.88   +   7.21  Regional banks               1037.47  -  15.44    288.62  +  15.44     192.21  +  14.66     80.29  -    8.29
-----------------------------------------------------------------------------------------------------------------------------------
    0.00       0.00  U.S. east                     941.66  -  18.35      0.00      0.00       0.00      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
    0.00       0.00  U.S. central                 1385.11  -  14.89      0.00      0.00       0.00      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
    0.00       0.00  U.S. south                    877.20  -  16.65      0.00      0.00       0.00      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
    0.00       0.00  U.S. west                    1244.43  -   6.70      0.00      0.00       0.00      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  211.49   +  15.44  Diversified financial        1094.35  -  20.15    273.19  +  19.48     175.52  +  14.63    108.35  -    0.15
-----------------------------------------------------------------------------------------------------------------------------------
  180.44   -  13.16  Insurance, all                900.47  -  18.06    236.63  +  18.02     167.85  +   9.21     89.10  +   11.01
-----------------------------------------------------------------------------------------------------------------------------------
  178.31   +  11.40  Full line                     539.22  -  18.09    242.05  +  17.82     165.07  +  10.10    201.57  +    4.54
-----------------------------------------------------------------------------------------------------------------------------------
  196.74   +  11.93  Life                         1229.69  -  15.49    219.30  +  15.49     189.41  +  13.62    469.88  -   18.04
-----------------------------------------------------------------------------------------------------------------------------------
  173.40   +  15.51  Property/Casualty            1185.42  -  19.10    241.09  +  19.10     155.32  +   2.68     77.24  +   18.13
-----------------------------------------------------------------------------------------------------------------------------------
  146.40   +   3.73  Real estate                   515.48  -   1.38     75.74  +   1.17     118.88  +   9.47    166.01  +    2.50
-----------------------------------------------------------------------------------------------------------------------------------
  222.46   +  32.11  Savings & loan                988.81  -  32.11    222.46  +  32.11       0.00      0.00      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  135.53   +   1.67  Securities brokers           1315.40  +  23.57    272.57  +  23.57     216.68  +   7.27     85.72  -   19.93
-----------------------------------------------------------------------------------------------------------------------------------
  128.38   +   4.97  Industrial                    645.32  -  10.89    169.91  +  10.93     155.48  +   3.02     96.17  +    0.83
-----------------------------------------------------------------------------------------------------------------------------------
  208.03   +  12.33  Air freight                   450.36  -  13.69    230.31  +  13.69      80.20  -  13.14      0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
  113.52   +   1.56  Building materials            781.50  +   5.70    133.86  +   6.18     128.78  +   1.15     99.91  -    0.06
-----------------------------------------------------------------------------------------------------------------------------------
  109.77   +   1.87  Containers & pkging          1047.41  +  11.57    151.19  +  11.56      86.46  -  10.66     82.89  -    6.56
-----------------------------------------------------------------------------------------------------------------------------------
  149.63   +   8.84  Elec comps & equip            626.37  +   8.06    173.53  +   8.06     266.80  +   2.34    122.86  +   11.97
-----------------------------------------------------------------------------------------------------------------------------------
  102.79   +  11.47  Factory equipment             403.00  +  18.86    127.98  +  18.86     124.67  +  11.77     98.36  +   10.52
-----------------------------------------------------------------------------------------------------------------------------------
   68.30   -  11.53  Heavy construction            342.46  +   3.88    118.30  -   3.52     100.60  +   2.23     55.53  -   18.91
-----------------------------------------------------------------------------------------------------------------------------------
  162.25   +   9.16  Heavy machinery               622.17  +  22.09    359.86  +  22.09      87.23  +  13.81     90.35  -    7.58
-----------------------------------------------------------------------------------------------------------------------------------

                                      -4-






      WORLD                                            U.S.              AMERICAS              EUROPE              ASIA/PACIFIC
------------------                              -------------------  -----------------   -------------------   --------------------
                                                                                           
  5:30       %                                     5:30                 5:30                 5:30                5:30
  P.M.       CHG.                                  P.M.      % CHG.      P.M.    % CHG.       P.M.     % CHG.    P.M.     % CHG.
05/30/97     YTD                                 05/30/97     YTD     05/30/97    YTD      05/30/97    YTD     05/30/97     YTD
-----------------------------------------------------------------------------------------------------------------------------------
  188.77   +   6.46  Industrial, diversified      716.18    +  14.56    218.10  +  14.90     211.99  +   1.23    119.89  -   3.37
-----------------------------------------------------------------------------------------------------------------------------------
  109.77   +   4.79  Marine transport             619.87    +   2.08    130.45  +   2.08     154.55  +  17.79     74.64  -   7.48
-----------------------------------------------------------------------------------------------------------------------------------
   96.78   +   4.45  Pollution control            740.38    +   3.76     84.82  +   3.76     122.84  +   0.90    122.80  +  20.69
-----------------------------------------------------------------------------------------------------------------------------------
  155.81   +   6.93  Other industrial svcs        548.77    +   7.27    152.73  +   7.30     188.92  +   3.88    136.40  +   8.24
-----------------------------------------------------------------------------------------------------------------------------------
  127.17   +   8.26  Railroads                    972.03    +  10.95    205.43  +  10.95      16.22  -  18.10    102.00  +   6.77
-----------------------------------------------------------------------------------------------------------------------------------
  125.65   +   5.92  Transportation equip         480.02    +  24.07    199.54  +  24.07     240.61  +  13.16     73.97  -  10.99
-----------------------------------------------------------------------------------------------------------------------------------
   97.79   +   8.18  Trucking                     250.93    +  23.78     94.90  +  25.68      58.86  -  28.72    102.39  +   9.48
-----------------------------------------------------------------------------------------------------------------------------------
  229.65   +  16.02  Technology                   846.38    +  16.87    276.09  +  16.21     195.11  +  13.22    151.12  +  18.19
-----------------------------------------------------------------------------------------------------------------------------------
  283.19   -   0.06  Aerospace/Defense           1281.22    +   1.12    315.83  +   1.99     232.43  -   7.98     72.41  -   4.27
-----------------------------------------------------------------------------------------------------------------------------------
  185.50   +  15.58  Communications tech          838.10    +  11.96    218.49  +  14.92     183.19  +  18.28    119.85  +  12.66
-----------------------------------------------------------------------------------------------------------------------------------
  217.12   +  16.79  Computers w/IBM              424.57    +  16.35    239.51  +  16.40      22.35  -  17.39    147.49  +  22.04
-----------------------------------------------------------------------------------------------------------------------------------
    0.00       0.00  Computers wo/IBM             729.83    +  17.45      0.00      0.00       0.00      0.00      0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------
  190.54   +  11.14  Diversified technology       663.69    +  13.84    234.30  +  13.84     205.76  +  12.10    132.99  +   5.18
-----------------------------------------------------------------------------------------------------------------------------------
  158.59   +  16.82  Industrial technology        422.95    +   5.03    137.83  +   5.03     207.54  -  24.41    168.13  +  26.66
-----------------------------------------------------------------------------------------------------------------------------------
  166.46   +  10.08  Medical/Bio tech            1696.55    +  10.95    168.25  +  10.45     222.37  +  11.14     71.45  -  13.43
-----------------------------------------------------------------------------------------------------------------------------------
  176.69   +  11.14  Advcd Med Devices           1646.76    +  11.92    176.75  +  11.92     149.03  -   1.34      0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------
  159.56   +   9.24  Biotechnology               1754.15    +  10.12    163.88  +   9.21     124.17  +  21.50     71.45  -  13.43
-----------------------------------------------------------------------------------------------------------------------------------
  218.00   +  20.12  Office equipment             749.81    +  28.79    259.92  +  28.79     227.67  +  21.10    189.14  +  13.10
-----------------------------------------------------------------------------------------------------------------------------------
  600.72   +  26.34  Semiconductors              2709.40    +  21.53    915.12  +  21.53       0.00      0.00    258.83  +  46.64
-----------------------------------------------------------------------------------------------------------------------------------
  329.86   +  22.52  Software                    8765.34    +  22.27    363.93  +  22.06     149.83  +  33.43     99.75  +   6.44
-----------------------------------------------------------------------------------------------------------------------------------
  127.45   +   2.86  Utilities                    367.87    +   2.28    128.12  +   3.22     180.33  +   6.51     94.93  -   2.83
-----------------------------------------------------------------------------------------------------------------------------------
  106.91   -   3.93  Electric                     237.23    -   4.00     98.15  -   3.95     231.73  +   0.48     85.83  -   7.27
-----------------------------------------------------------------------------------------------------------------------------------
   95.70   +   0.96  Gas                          231.15    +   0.77    144.91  +   1.31     119.16  +   1.56     72.49  -   0.83
-----------------------------------------------------------------------------------------------------------------------------------
  161.92   +   7.18  Telephone                    578.38    +   5.98    151.92  +   7.17     192.01  +  10.87    203.24  +   1.08
-----------------------------------------------------------------------------------------------------------------------------------
  146.99   +   3.97  Water                        656.14    +   3.89    141.18  +   3.89     147.15  +   3.98      0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------
  160.26   +   8.60  DJ Global Indexes            798.46    +  13.97    197.28  +  13.78     173.89  +   7.07    109.58  +   0.59
-----------------------------------------------------------------------------------------------------------------------------------
Indexes based on 6/30/82=100 for U.S., 12/31/91=100 for World
-----------------------------------------------------------------------------------------------------------------------------------

EX-10.15

                                                                   Exhibit 10.15

                   Confidential Materials omitted and filed
            separately with the Securities and Exchange Commission
               pursuant to a request for confidential treatment.
                          Asterisks denote omissions.
                                                                    CONFIDENTIAL
                                                                    ------------




                     SECOND AMENDMENT TO LICENSE AGREEMENT


     This Second Amendment, dated as of February 18, 1998, amends that certain
License Agreement dated as of June 5, 1997 ("Agreement"), as amended by an
Amendment to License Agreement dated as of September 9, 1997 ("First
Amendment"), by and between Dow Jones & Company, Inc. ("Dow Jones"), having an
office at 200 Liberty Street, New York, New York 10281, and the Board of Trade
of the City of Chicago (the "Licensee"), having an office at 141 West Jackson
Boulevard, Chicago, Illinois 60604. Capitalized terms used but not otherwise
defined herein have the meanings ascribed to such terms in the Agreement.

     WHEREAS, Dow Jones compiles, calculates and maintains the Indexes, and Dow
Jones owns rights in and to the Indexes, the proprietary data contained therein,
and the Dow Jones Marks; and

     WHEREAS, Dow Jones and the Licensee entered into the Agreement and,
pursuant to the terms and conditions thereof, Dow Jones granted to the Licensee
a non-transferable, exclusive (subject to Section 1(d) of the Agreement) world-
wide license to use the Indexes and the Dow Jones Marks in connection with the
listing of Products for trading on or through the Licensee during the hours of
9:30 A.M. to 4:15 P.M. (Eastern time); and

     WHEREAS, Dow Jones and the Licensee entered into the First Amendment and,
pursuant to the terms and conditions thereof, Dow Jones granted to the Licensee
a non transferable, non-exclusive worldwide license to use the Dow Jones
Industrial Average ("DJIA") solely in connection with the listing of Products
based on the Dow Jones Industrial Average for trading on or through the Licensee
during the hours of 9:15 A.M. to 9:30 A.M. Eastern time; and



                                                                               2

     WHEREAS, Licensee maintains an electronic trading system known as Project
A(R) ("Project A") and Licensee has represented to Dow Jones that it will pursue
the development of an "open architecture" for Project A to permit futures
exchanges outside of North American time zones to connect their trade execution
platforms with Project A, and that such systems will allow positions in Products
listed for trading on Project A which are opened outside of U.S. business hours
to be cleared directly by and maintained at Licensee's clearinghouse;

     WHEREAS, Dow Jones wishes to permit the Licensee to use the DJIA and the
Dow Jones Marks in connection with the listing of Products based on the DJIA
from 4:15 P.M. until 9:15 A.M. Eastern Time for trading on Project A, and to
make the license granted by the First Amendment between 9:15 A.M. and 9:30 A.M.
Eastern Time exclusive;

     WHEREAS, paragraph (c) of Section 12 of the Agreement provides that the
terms of the Agreement may be modified and amended by a written instrument
signed by duly authorized officers of both parties hereto.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, it is agreed as follows:

1.  This Second Amendment shall be effective as of April 2, 1998, subject to all
necessary regulatory approvals and the payment by the Licensee to Dow Jones of
[**].

2.  When this Second Amendment becomes effective, the First Amendment shall be
revoked in its entirety.

3.  Grant of License
    ----------------

     Paragraph (a) of Section 1 of the Agreement is hereby amended and restated
in its entirety as follows:



                                                                               3

     1.   Grant of License.
          ----------------

     (a)(l) Subject to the terms and conditions of this Agreement, Dow Jones
hereby grants to the Licensee a non-transferable (except to affiliates pursuant
to Section 12(a)) exclusive (subject to Section 1(d)) worldwide license (A) to
use the Indexes solely in connection with the listing for trading of the
Products on or through the Licensee during the hours of 9:30 A.M. to 4:15 P.M.
Eastern Time, (B) to use the DJIA solely in connection with the listing for
trading of the Products based on the DJIA on or through the Licensee during the
hours of 9:15 A.M. and 9:30 A.M. Eastern Time and (C) to use and refer to the
Dow Jones Marks in connection with such listing, and the marketing and promotion
of the Products, in order to indicate the source of the Indexes and as may
otherwise be required by applicable laws, rules or regulations or under this
Agreement.

     (2) Subject to the terms and conditions of this Agreement, and as of the
Project A Effective Date, Dow Jones hereby grants to the Licensee a non-
transferable (except to affiliates pursuant to Section 12(a)) exclusive (subject
to Sections 1(d) and 1(a)(3)) worldwide license (A) to use the DJIA solely in
connection with the listing for trading of the Products based on the DJIA on or
through the Licensee on Project A during the hours of 4:15 P.M. to 9:15 A.M.
Eastern Time, and (B) to use and refer to the Dow Jones Marks in connection with
such listing, and the marketing and promotion of the Products, in order to
indicate the source of the DJIA and as may otherwise be required by applicable
laws, rules or regulations or under this Agreement.

     (3)  (A)  The license granted by Section 1(a)(2) hereof shall be exclusive
for one year from the Project A Effective Date. At that time, the license will
be exclusive for a second one-year period if Average Daily Trading Volume (based
on total volume in open outcry and Project A trading sessions for the three
month period preceding the first anniversary date) for Products based on the Dow
Jones Industrial Average is at least [**].  In such event, the Licensee shall
pay to Dow Jones an additional fee of [**] on the first anniversary date.  If
the Average Daily Trading Volume does not meet the test set forth in this
paragraph, then, at the election of Dow Jones, by notice to the Licensee on or
before the first anniversary date, the license granted in Section l(a)(2) (i)
will continue on an exclusive basis for the second one-year period



                                                                               4


(in which case the Licensee shall not be required to pay the additional fee of
[**]) or (ii) will become non-exclusive for the remainder of the Initial Term
(in which case Dow Jones shall pay to the Licensee the sum of [**] on the first
anniversary date).

          (B) If the license was exclusive for the second one-year period
pursuant to paragraph (A) above, then at the end of the second one-year period,
the license will be exclusive for a third one-year period if Average Daily
Trading Volume (based on total volume in open outcry and on Project A for the
three month period preceding the second anniversary date) for Products based on
the Dow Jones Industrial Average is at least [**]. In such event, the Licensee
shall pay to Dow Jones an additional fee of [**] on the second anniversary date.
If the Average Daily Trading Volume does not meet the test set forth in this
paragraph, then, at the election of Dow Jones, by notice to the Licensee on or
before the second anniversary date, the license granted in Section 1(a)(2) (i)
will continue on an exclusive basis for the third one-year period (in which case
the Licensee shall not be required to pay the additional fee of [**]) or (ii)
will become non-exclusive for the remainder of the Initial Term (in which case
Dow Jones shall pay to the Licensee the sum of [**] on the second anniversary
date).

          (C) If the license was exclusive for the third one-year period for the
third one-year period pursuant to paragraph (B) above, then at the end of the
third one-year period, the license will be exclusive for the remainder of the
Initial Term if Average Daily Trading Volume (based on total volume in open
outcry and on Project A for the three month period preceding the third
anniversary date) for Products based on the Dow Jones Industrial Average is at
least [**]. Otherwise, the license granted herein will become non-exclusive for
the remainder of the Initial Term.

     (4) The Project A Effective Date shall be April 2, 1998, subject to all
necessary regulatory approvals and the payment by the Licensee to Dow Jones of
[**] on or before such date.

     (5) Licensee will establish price limits for trading in Products based on
the Dow Jones Industrial Average on Project A between the hours of 4:15 P.M. and
9:15 A.M. Eastern time.  Subject to regulatory approval, such price limits shall
be set at levels agreed to by Dow Jones and shall not be greater than the
equivalent of the price limits applicable to comparable



                                                                               5

U.S. stock index futures contracts traded during the same hours.

     (6) With respect to a Project A trading session to be conducted by the
Licensee in connection with the license granted by Section 1 (a)(2) hereof, (A)
Licensee shall not begin such trading session until at least fifteen (15)
minutes after the end of an open outcry session conducted by the Licensee in
connection with the license granted by Section 1 (a)( 1) hereof, but not earlier
than 4:30 P.M. Eastern Time, and (B) Licensee shall conclude such trading
session at least fifteen (15) minutes prior to the beginning of an open outcry
session conducted by the Licensee in connection with the license granted by
Section l(a)(l) hereof, but not later than 9:00 A.M. Eastern Time.

         *                    *                    *

     (7) Subject to the terms and conditions of this Agreement, including the
applicable time periods set forth in the license granted in section 1(a)(1) and
(2), the Products may be traded on or through the Licensee on each calendar day
that the Licensee is open for trading, and, in addition, subject to Section
1(a)(6) hereof, the Products based on the DJIA may be traded on Project A during
the period from 6:55 P.M. Eastern Time on Sunday through 9:15 A.M. Eastern Time
on Monday.

4. Section 5(e) of the Agreement is hereby amended to read as follows:

     (e) The Licensee will develop and implement a marketing program for the
Products. The Licensee will spend at least [**] during the period between the
Effective Date and the end of the First Year in implementing the marketing
program. During each subsequent Year of the Initial Term, the Licensee will
spend the greater of [**] in implementing the marketing program. In addition to
the foregoing, Licensee agrees to promote the trading of Products based on the
Dow Jones Industrial Average on Project A by purchasing [**] of media from Dow
Jones or its affiliates, including CNBC, prior to the first anniversary of the
Project A Effective Date (as defined in Section 1(a)(4) hereof).

5.  Paragraph 7(b) of the Agreement is hereby amended by amending the first
sentence thereof to



                                                                               6

read as follows:

Dow Jones expressly acknowledges and agrees that: (i) Licensee has the exclusive
property rights in and to Market Data; (ii) Market Data constitutes valuable
Confidential Information and proprietary rights of Licensee; and (iii)
Licensee's trademarks and trade names, including but not limited to, Chicago
Board of Trade, Board of Trade, CBOT and Project A, are valuable assets of
Licensee.

6. Schedule C to the Agreement is amended and restated by amending the first
sentence of the third paragraph thereof to read as follows:
 . In addition, the Licensee will pay to the Dow Jones affiliate designated by
Dow Jones the amount, if any, by which (x) a fee (the "Per Transaction Fee")
equal to [**].

    *                         *                         *

7. Other Matters.
   -------------

     (a) This Second Amendment is intended by the parties to amend the Agreement
as set forth herein, to supersede the First Amendment, and to constitute a
written instrument pursuant to and in accordance with Section 12(c) of the
Agreement.

     (b) The Agreement, as amended by this Second Amendment, constitutes the
entire agreement of the parties hereto with respect to its subject matter, and
supersedes any and all previous agreements between the parties with respect to
its subject matter. There are no oral or written collateral representations,
agreements or understandings with respect to the subject matter of the
Agreement, as amended by this Second Amendment, except as provided in the
Agreement, as amended by this Second Amendment.





                                                                               7

IN WITNESS WHEREOF, the parties have cause this Second Amendment to be executed
as of the date first set forth above.

                              DOW JONES & COMPANY, INC.


                              By: /s/ David E. Moran
                                 -----------------------------------------------
                                    David E. Moran
                                    Vice President


                              BOARD OF TRADE OF THE
                              CITY OF CHICAGO



                              By: /s/ Patrick H. Arbor
                                 -----------------------------------------------
                                    Patrick H. Arbor
                                    Chairman of the Board



                              By: /s/ Thomas R. Donovan
                                 -----------------------------------------------
                                    Thomas R. Donovan
                                    President and
                                    Chief Executive Officer

EX-10.18

                                                                   Exhibit 10.18

         Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission pursuant to a request for
              confidential treatment. Asterisks denote omissions.

                           SOFTWARE LICENSE AGREEMENT
                           --------------------------


     THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is made and entered into
on this 1st day of October, 1999, by and between Deutsche Borse AG, a German
Aktiengesellschaft with its registered office in Frankfurt am Main, Federal
Republic of Germany ("DBAG"), the Swiss Stock Exchange, a Swiss association with
its registered office in Zurich, Switzerland ("SWX" and, together with DBAG,
"Licensors") and Ceres Trading Limited Partnership, a Delaware limited
partnership having its principal offices in Chicago, Illinois, U.S.A. ("Ceres"
or "Licensee"), and the Board of Trade of the City of Chicago ("CBOT"), an
association created by special act of the Illinois legislature, and the managing
general partner of Ceres.

                                    PREAMBLE
                                    --------

     WHEREAS, the parties and certain of their affiliates are engaged in a joint
undertaking to provide electronic trading facilities more efficiently by sharing
technology and resources and to facilitate global trading by the members of the
derivatives exchanges owned by them or their affiliates; and

     WHEREAS, Licensors have developed, at substantial expense, software for
trading financial derivative products; and

     WHEREAS, as part of such undertaking, the parties deem it to be mutually
advantageous to undertake to use, to the extent possible, the same software for
trading on such derivatives exchanges; and

     WHEREAS, in order to achieve this goal, Licensors have agreed to license
software they have developed for use in electronic trading to Licensee on the
terms herein provided; and

     WHEREAS, the parties agree that the agreements between them should be
structured so that, in the event their efforts at joint development and
utilization of technology are not realized or are terminated for any reason,
both parties should continue to be able individually to provide and support
electronic trading facilities to their members and customers.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged by both parties hereto,
the parties agree as follows:

1  Definitions
   -----------

     Unless otherwise specified in the body of this Agreement, each term set
forth below when used anywhere in this Agreement or its exhibits and attachments
shall have the respective meaning ascribed to it below:

     1.1  "Affiliate" means, with respect to any person, any person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the person in question. For
purposes of this definition, "control" means the


                                                                               2



possession, directly or indirectly, of more than 50% of the equity interests of
a person and the power to direct or cause the direction of the management and
policies of a person, whether through ownership of voting securities, by
contract or otherwise. In addition, for purposes of this Agreement, CBOT and its
Affiliates are deemed to be Affiliates of Ceres.

     1.2  "Alliance Agreement" means the Alliance Agreement dated as of the date
hereof and among SWX, DBAG, Eurex Deutschland, Eurex Zurich AG, Eurex Frankfurt
AG, CBOT, Ceres and Ceres Alliance LLC, as amended, restated or replaced by such
parties from time to time, to set forth certain of their understandings
regarding their joint undertaking to develop and manage technology resources and
operate a common network for electronic trading.

     1.3  "CBOT Commercial Start" means the date on which Licensee first uses
the Programs for the actual trading (as opposed to testing or simulation) of
products.

     1.4  "CBOT Competitor" means as of any date, (a) any entity providing
facilities and services for the trading of derivative products which is located
in Canada, Mexico or the United States or (b) any entity that provides or plans
to provide facilities and services for the trading of derivative products
substantially identical to any derivative product traded on the CBOT as of the
date of the grant or proposed grant of any sublicense pursuant to Section 2.3.
Notwithstanding the foregoing, the Joint Venture Entity and its Affiliates will
not be deemed to be CBOT Competitors during the term of the Alliance Agreement,
and, for the avoidance of doubt, any entity providing or planning to provide
facilities or services for the trading of Cash Market Products (as that term is
defined in the Alliance Agreement) will not deemed to be a CBOT Competitor with
respect to such Cash Market Products.

     1.5  "Effective Date" means the effective date of the Alliance Agreement.

     1.6  "Eurex 2.0 Date" means September 28, 1998, the date on which the
Eurex Exchanges implemented the software known as Eurex Release 2.0 on such
Exchanges.

     1.7  "Eurex Competitor" means, as of any date, (a) any entity providing
facilities and services for the trading of derivative products which is located
in any of the European countries listed in Schedule E of the Alliance Agreement
(the "European Countries") or (b) any entity that provides or plans to provide
facilities and services for the trading of derivative products substantially
identical to any derivative product traded on either Eurex Exchange as of the
date of the grant or proposed grant of any license pursuant to Section 2.3.
Solely for purposes of this Agreement, the Euro and the Ecu shall be deemed to
be currencies of the European Countries. Notwithstanding the foregoing, the
Joint Venture Entity and its Affiliates will not be deemed to be Eurex
Competitors during the term of the Alliance Agreement.

     1.8  "Eurex Exchanges" means Eurex Deutschland and Eurex Zurich.

     1.9  "Joint Venture Entity" means the joint venture entity defined in
Section 3.1 of the Alliance Agreement.

     1.10  "Licensee" means Ceres and any entity into which it may be merged or
which acquires all or substantially all of its assets.

     1.11  "Licensors" means the Licensors identified above and any entities
into which


                                                                               3

either of them may be merged or which acquires all or substantially all of the
assets of either of them.

     1.12  "Programs" means all of the software, in all formats (including,
without limitation, source code, object code and executable code formats and
interfaces such as look and feel, screen layouts, databases and database works,
as well as all preparatory materials) which were used as of the Eurex 2.0 Date
by the Licensors and the Eurex Exchanges in providing and supporting electronic
trading facilities and services for the members of Eurex Exchanges, and other
materials that Licensors agree to license to Licensee, the Program Documentation
and any portions of any of the foregoing that form the basis of, are contained
or reflected in, form a portion of or are incorporated in derivative works
prepared pursuant to this Agreement; provided, however, that the term "Programs"
does not include the commercially available third party software identified in
Exhibit A hereto which Licensors and the Eurex Exchanges currently use in
providing such electronic trading facilities and services.

     1.13  "Program Documentation" means all design documentation, technical
specifications and user manuals, in both human readable and machine readable
form, flow charts and narratives, as well as all other materials used as of the
Eurex 2.0 Date by Licensors and the Eurex Exchanges in providing and supporting
electronic trading facilities and services for the members of the Eurex
Exchanges and all other tangible materials provided by Licensors to Licensee
pursuant to the terms of this Agreement which represent, describe or specify the
Programs or their uses, operations or applications.

     1.14  "Proprietary Rights" means, with respect to any item, all trade
secret, copyright, patent, trademark, service mark, certification mark, trade
dress or other intellectual property or proprietary rights in all countries
related to such item or any part thereof, any extensions and renewals of the
foregoing, and any registrations, patents or applications with respect to the
foregoing, including any Licensors Confidential Information (as defined in
Section 7.3 below) included therein or related thereto.

     1.15  "Release 3.0 Modifications" means all Modifications (as defined
in Section 7.1 below) made to the Programs before the Effective Date.

2  Grant of License
   ----------------

     2.1  Subject to the terms and conditions of this Agreement, Licensors
hereby grant to Licensee a non-exclusive, non-transferable, irrevocable and
perpetual license, royalty-free except as provided in Section 6 and non-
terminable for any reason except by Licensee as provided in Section 8, to use,
for itself and, by way of sublicenses granted pursuant to Section 2.2, its
Affiliates, the Programs to provide and support electronic trading facilities
and services for the trading of products of any kind on the CBOT and to
distribute the same as herein provided. Licensee shall have the right to make
sufficient copies of the Programs to support its use thereof as authorized
hereunder. Licensee shall also have the right, itself or through independent
contractors, to modify the Programs and make derivative works thereof and/or to
merge the same into other programs and materials, subject to the provisions of
the Alliance Agreement relating to maintenance of a common source code (as
described in the Alliance Agreement). Licensee may use the Programs for such
purposes at any number of locations anywhere in the world, and may permit the
Programs to be used for such purposes by any employee or agent of Licensee or
its permitted sublicensees. Further, Licensee may provide to CBOT users those
components of the Programs, if any, as are necessary for such users to
participate in the electronic trading facilities


                                                                               4

described above. Licensee shall have no other rights with respect to the
Programs other than as provided in this Agreement.

     2.2  Licensee may sublicense the Programs to third parties, provided,
however, that, prior to the expiration of five years after the Effective Date,
any such sublicense shall require the consent of Licensors, which consent shall
not be unreasonably withheld. No such consent shall be required for any such
sublicense granted to (a) any entity performing clearing functions with respect
to the electronic trading facilities described in Section 2.1 solely for
purposes of performing such functions: (b) CBOT and others of its Affiliates to
provide and support electronic trading facilities and services for CBOT users
for the trading of products on the CBOT as contemplated in Section 2.1; and (c)
during the term of the Alliance Agreement, the Joint Venture Entity and its
Affiliates. Any such sublicense shall contain terms for the benefit of the
Licensors which are comparable to the restrictions contained herein with respect
to (i) protecting the confidentiality and proprietary nature of the Programs,
the Licensors' Confidential Information and the Licensors' Proprietary Rights
with respect thereto, (ii) limitations on use, (iii) disclaimers of warranties,
(iv) limitations on liability and (v) limitations on transfers, assignments and
sublicensings. Except for the sublicenses described in (a), (b) and (c) of this
Section 2.2, Licensors and Licensee agree that they shall each have the right to
one-half of the revenues received from any such sublicensee of the Programs
(without material Modifications, as defined in Section 7.1 below) to which a
sublicense is granted during the term of the Alliance Agreement. Revenue sharing
with respect to distributions of the Programs (together with material
Modifications) will be addressed in the Alliance Agreement or in a separate
written agreement.

     2.3  Notwithstanding the foregoing, Licensee shall at no time during the
period from the date hereof through the fourth anniversary of the termination of
the Alliance Agreement grant or permit to continue to exist, either directly or
indirectly through one or more Affiliates or intermediaries, any sublicense of
any portion of the Programs to any entity that is or becomes a Eurex Competitor
at any such time. In partial consideration of this undertaking, the Licensors
agree not to grant or permit to continue to exist, either directly or indirectly
through one or more Affiliates or intermediaries, any license of any portion of
the Programs to any entity that is or becomes a CBOT Competitor at any time
during the period from the date hereof through the fourth anniversary of the
termination of the Alliance Agreement.

     2.4  All full and partial copies of any source code of the Programs and
Program Documentation which contains or describes such source code, which
Licensee acknowledges contains confidential and extremely valuable trade secrets
of Licensors, shall not be disclosed other than as necessary (including to
appropriate third party service providers) in connection with Licensee's
business as described above and shall be stored and used only at sites within
the United States or, subject to Licensors' consent, which may not be
unreasonably withheld, in other countries, at which stringent security
precautions are employed that reflect the confidential nature and extreme value
of such source code and Program Documentation. Such consent is hereby granted by
Licensors to the possession and use of the Programs, source code and related
Program Documentation in Germany in connection with the Project described in the
Alliance Agreement, subject to appropriate confidentiality arrangements and
limitations on use.

     2.5  Except as provided in Section 2.3 above, all of the restrictions,
limitations and conditions contained in this Agreement on the use and disclosure
of the Programs and the Confidential Information shall, except as may from time
to time be otherwise agreed by the parties, terminate on the earlier to occur of
(i) the date on which the portions of the Programs


                                                                               5

remaining in the derivative works prepared pursuant to this Agreement, taken in
the aggregate, comprise a de minimus portion of the value of such derivative
works to Licensors or (ii) the ninth anniversary of the Effective Date.

3    Term of License
     ---------------

     This Agreement shall be effective upon the Effective Date and shall
continue in perpetuity unless terminated by Licensee pursuant to Section 8.

4    Delivery
     --------

Licensor shall deliver the Programs to Licensee as soon as practicable after the
Effective Date. Licensee shall be responsible for the installation of the
Programs.

5    Warranties; Disclaimer of Warranties
     ------------------------------------

     5.1  Licensors warrant that:

          5.1.1      The Programs are listed and accurately described in the
Specifications attached hereto as Exhibit B and include all of the software used
on the Eurex 2.0 Date by Licensors and the Eurex Exchanges in providing and
supporting electronic trading facilities and services for the members of the
Eurex Exchanges except for the third party software identified in Exhibit A
hereto which Licensors warrant is available from third party vendors.

          5.1.2      To Licensors' knowledge as of the date hereof, (i)
Licensors, taken together, and their respective licensors are the lawful owners
of all intellectual property rights in the Programs with full rights to grant
the license granted herein and (ii) as delivered to Licensee, the Programs do
not infringe upon the intellectual property rights of any third party and are
not subject to any claim of infringement by any third party. However, Licensors
are aware of the claims based on U.S. Patent No. 4,903,201 (the "Patent")
asserted in the case captioned Electronic Trading Systems Corporation v. Board
of Trade, et al., Civil Action No. 3-99CV1016-X, pending in the United States
District Court for the Northern District of Texas (the "Texas Case"). While none
of the parties to this Agreement have any reason to believe that, when used in
the manner contemplated in this Agreement, the Programs do or will  infringe any
valid patent rights of the plaintiff in the Texas Case, notwithstanding any
other provision of this Agreement, no party shall have any liability (including,
without limitation, under Section 5.2) to another party under this Agreement
arising out of or in connection with the Patent or any claims asserted with
respect thereto, in the Texas Case or otherwise, based upon the Patent.

          5.1.3      To Licensors' knowledge as of the date hereof, the Programs
do not contain any timer, clock, counter or other limiting design or routine
which causes the Programs to become erased, inoperable or otherwise incapable of
being used in the full manner for which they are designed and licensed pursuant
to this Agreement after being used or copied a certain number of times, or after
the lapse of a certain period of time, after the occurrence or lapse of any
similar triggering factor or event, or because they have been installed on or
moved to a central processing unit or system which has a different serial
number, model number or other identification different from the system on which
they were originally installed.


                                                                               6


          5.1.4      Licensors are adapting the Programs to enable them to
accommodate the millennium date change for the functions for which they are
intended to be used.  Licensors are aware of no inability of the Programs to be
so able to accommodate such date change and have no reason to believe that,
after the implementation of such adaptations, such inabilities will occur.  If
such inabilities nevertheless become apparent, any adaptations Licensors make to
eliminate such inabilities will be delivered to Licensee and shall be deemed to
constitute a portion of the Programs.

          5.1.5      Neither of Licensors is a party to any agreement that
impairs its rights to grant the license herein or perform its obligations
hereunder.

          5.1.6      On the date hereof, Licensors use their electronic trading
facilities to operate the Eurex Exchanges and, in the opinion of Licensors, such
facilities, including the software used therein, function on such date
satisfactorily in all material respects for such purposes.

     5.2  Licensee's sole remedies with respect to breaches by Licensors of
their warranties under Section 5.1 shall be the commercially reasonable efforts
of the Licensors to correct such breaches or cause such breaches to be
corrected.

     5.3  Licensee recognizes that, in licensing the Programs from Licensors it
is relying upon its own investigation of the Programs and its judgments on the
suitability of the Programs for its purposes and acknowledges that Licensors can
and do not make any representation or warranty that the Programs do or will (i)
meet the requirements of Licensee or operate in configurations selected by
Licensee, (ii) operate in the environment of Licensee in an uninterrupted or
error-free manner or (iii) conform to any performance specifications.

     5.4  EXCEPT AS SET FORTH IN SECTION 5.1, THE PROGRAMS ARE BEING PROVIDED TO
LICENSEE AS IS, AND LICENSORS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL
OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, AND SHALL HAVE NO LIABILITY IN CONNECTION WITH
OR ARISING OUT OF ANY FAILURE OF THE PROGRAMS (i) TO MEET LICENSEE'S
REQUIREMENTS OR OPERATE IN CONFIGURATIONS SELECTED BY LICENSEE, (ii) TO OPERATE
IN LICENSEE'S ENVIRONMENT IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR (iii) TO
CONFORM TO ANY PERFORMANCE SPECIFICATIONS, OR IN CONNECTION WITH OR ARISING OUT
OF ANY ABILITY OR INABILITY TO USE THE PROGRAMS IN CONNECTION WITH ANY OF THE
FINANCIAL PRODUCTS OR CONTRACTS TRADED (OR FAILED TO BE TRADED) ON ANY EXCHANGE
OR BY ANY MEMBERS THEREOF. LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER
THIS AGREEMENT FOR ANY MODIFICATIONS MADE TO THE PROGRAMS BY LICENSEE OR ANY
SUBLICENSEE OR ANY PARTY ACTING ON BEHALF OF ANY OF THEM.

     5.5  Each of the Licensors and Licensee hereby represents and warrants to
the others as follows:


                                                                               7


          5.5.1      It has all requisite corporate power and authority to enter
into this Agreement and to carry out the transactions contemplated hereby.

          5.5.2           The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all requisite corporate action on its part.

     5.6   EXCEPT AS SET FORTH IN SECTION 5.7, IN NO EVENT SHALL LICENSORS BE
LIABLE FOR, AND LICENSEE HEREBY WAIVES AND RELEASES ANY CLAIMS IT MIGHT
OTHERWISE HAVE TO BE COMPENSATED BY LICENSORS IN CONNECTION WITH THIS AGREEMENT
FOR, ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR COLLATERAL DAMAGES (SUCH AS,
WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE,
INTERRUPTION OF BUSINESS OR LOSS OF GOODWILL), OR ANY DAMAGES OTHER THAN DIRECT
DAMAGES, WITHOUT REGARD TO THE CIRCUMSTANCES GIVING RISE TO ANY PURPORTED CLAIM
AND REGARDLESS OF THE LEGAL OR EQUITABLE GROUNDS ON WHICH ANY PURPORTED CLAIM IS
BASED, ARISING FROM THE GRANTING OF THE LICENSE GRANTED HEREIN OR THE DEPENDENCE
UPON OR USE OF THE PROGRAMS BY LICENSEE OR ANY THIRD PARTY.

     5.7  The provisions of Section 5.6 shall not apply to any damages resulting
from or arising out of any breach by Licensors of their obligations under
Section 2.3.

     5.8  Licensee agrees to indemnify, defend and hold Licensors harmless
against any and all damages, costs or expenses (including reasonable attorney's
fees) relating to, based on or arising out of all claims brought by non-members
of the Eurex Group (as that term is defined in the Alliance Agreement) arising
out of Licensee's use, disclosure or modification of the Programs, or any such
use, disclosure or modification by any third party to which Licensee has made
available any portion of the Programs, other than with respect to that portion
of any such damages, costs or expenses resulting directly from any breach by
Licensors of their warranties set forth in Section 5.1.

6    License Fees on Termination of Alliance Agreement
     ------------------------------ ------------------

     6.1  Should a finding be made in any arbitration proceeding conducted
pursuant to the Alliance Agreement that CBOT, Ceres or any related party of
either of them which is a party to the Alliance Agreement materially breached
any material provision of the Alliance Agreement prior to the CBOT Commercial
Start and failed to timely cure such breach and, as a result of such breach,
DBAG, SWX, Eurex Frankfurt, Eurex Zurich or any related party of any of them
which is a party to the Alliance Agreement has given valid notice of termination
of the Alliance Agreement (the "Termination Notice"), then, unless, within 30
days of the date of its receipt of such finding, Licensee elects to terminate
the license granted herein pursuant to Section 8.1, Licensee shall be obligated
to pay to Licensors an amount equal to 500,000 Euros for each full month after
the Termination Notice was given (the "Termination Date") up to a maximum of
thirty million (30,000,000) Euros). The first such payment (in an amount equal
to 500,000 Euros multiplied by the number of months that have elapsed from the
Termination Date to the date of such payment) shall be due thirty days after the
receipt by Licensee of the arbitration panel's


                                                                               8

report of findings. The second such payment (in the amount of 500,000 Euros)
shall be made on the same date as the first such payment. Successive payments
(in the amount of 500,000 Euros each) shall be made on the same day of each
month thereafter until the first to occur of: i) the later termination of the
license by Licensee pursuant to Section 8.1 below or ii) receipt by Licensors
from Licensee of total payments of thirty million (30,000,000) Euros pursuant to
this Section 6.1. If Licensee elects to terminate the license granted hereunder
pursuant to Section 8.1, the minimum payment under this Section 6.1 shall be
2,000,000 Euros.

     6.2  Should a finding be made in any arbitration proceeding conducted
pursuant to the Alliance Agreement that CBOT, Ceres or any related party of
either of them which is a party to the Alliance Agreement materially breached
any material provision of the Alliance Agreement within 60 months subsequent to
the CBOT Commercial Start and failed to timely cure such breach and, as a result
of such breach, DBAG, SWX, Eurex Frankfurt, Eurex Zurich or any related party of
any of them which is a party to the Alliance Agreement has given the Termination
Notice, then, unless, within 30 days of the date of its receipt of such finding,
Licensee elects to terminate the license granted herein pursuant to Section 8.1,
Licensee shall be obligated to pay to Licensors an amount equal to 500,000 Euros
for each full month after the Termination Date to the first to occur of the
later termination of the license by Licensee pursuant to Section 8.1 or the 60th
month following the month in which the CBOT Commercial Start occurred. The first
such payment (in an amount equal to 500,000 Euros multiplied by the number of
months that have elapsed from the Termination Date to the date of such payment)
shall be due thirty days after the receipt by Licensee of the arbitration
panel's report of findings. The second such payment (in the amount of 500,000
Euros) shall be made on the same date as the first such payment. Successive
payments (in the amount of 500,000 Euros each) shall be made on the same day of
each month thereafter until the first to occur of: i) the termination of the
license by Licensee pursuant to Section 8.1 below or ii) the 60th month
following the month in which the CBOT Commercial Start occurred. If Licensee
elects to terminate the license granted hereunder pursuant to Section 8.1, the
minimum payment under Section 6.2 shall be 2,000,000 Euros.

     6.3  Payments due under Sections 6.1 and 6.2 for partial months shall be
determined pro-rata on the basis of a thirty (30) day month.

     6.4  Except as specifically provided in this Section 6, no license fee
shall be required to be paid by Licensee to Licensor with respect to the license
granted herein.

     6.5  Licensors' sole remedy for Licensee's failure to make any payment due
under this Section 6 shall be for money damages in the amount specified in this
Section 6 plus interest and the cost of collection. Failure of Licensee to make
any payment due under this Section 6 or otherwise shall not give rise to a right
of Licensors to terminate the license granted hereunder.

7    Ownership, Confidentiality and Protection of Proprietary Information
     --------------------------------------------------------------------

     7.1  Title. (a) Licensors (and their licensors) shall be the sole and
          -----
original owners of, and shall have the sole and exclusive title in and to, the
Programs, all Proprietary Rights with respect to the Programs and any causes of
action arising out of or related to any infringement or misappropriation of any
of the foregoing.

     (b) Subject to the foregoing, it is understood and agreed that each of the
Licensors and Licensee shall each individually have all rights, title and
interest in and to, and all


                                                                               9

Proprietary Rights with respect to (all such rights, title and interest and
Proprietary Rights being hereinafter collectively referred to, for each Licensor
and Licensee, as "Rights"), all of the alterations, adaptations, amendments,
enhancements, extensions, modifications, developments and improvements of the
Programs and combinations of the Programs with other software to the extent
created by Licensors or Licensee or jointly created by Licensors and Licensee or
caused to be created by any or all of them ("Modifications"); provided however,
that Modifications shall include only (1) the Release 3.0 Modifications, but
with respect to Licensee, only upon payment of eight million (8,000,000) Euros,
in accordance with paragraph (1) of the payment schedule set forth in Exhibit E
(the "Payment"), it being recognized that Licensee's rights and obligations with
respect to the "distributed matching algorithm" component of the Release 3.0
Modifications are further set forth in paragraph (2) of Exhibit E, and
Licensee's obligations with respect to the "system limits" component of the
Release 3.0 Modifications are further set forth in paragraph (3) of Exhibit E;
and (2) Modifications made after the Effective Date, each as distinguished from
any elements of the Programs employed in connection with any Modifications.
Subject to the preceding sentence, each of the Licensors and Licensee shall have
the right to use, distribute, license, sublicense and otherwise exploit
Modifications (as defined in the preceding sentence) in any manner it believes
appropriate without accounting to any other party.

     (c) Simultaneous with the execution of this Agreement, DBAG shall cause to
be executed and delivered to an escrow agent acceptable to the Licensors and
Licensee ("Escrow Agent"): (1) as evidence of DBAG's Rights concerning the
Release 3.0 Modifications, a true and accurate copy of a letter from Andersen
Consulting to DBAG in the form set forth in Exhibit C (the "AC Letter"); and (2)
the assignment of Rights concerning the Release 3.0 Modifications from DBAG to
Ceres in the form set forth in Exhibit D consistent with paragraph (b) of this
Section 7.1 (the "Assignment").  The Escrow Agent shall be instructed that, upon
notice from Ceres and DBAG that the Payment has been made and of the date
thereof, the Escrow Agent shall date the Assignment as of the date specified in
the joint instructions (which the parties acknowledge will be the date that the
Payment is received by DBAG) as the date of the Payment and shall deliver the
Assignment to Ceres.

     (d) Prior to receipt of the Assignment by Ceres, Ceres and CBOT may have
access to the Release 3.0 Modifications solely for the purpose of engaging in
preparation for their use at the CBOT pursuant to the Alliance Agreement.

     (e)  Failure to make any payment in connection with the Release 3.0
Modifications shall not entitle Licensors to terminate the license to the
Programs granted herein. No provisions of this Agreement relating to the
Programs shall apply to the Modifications or the Release 3.0 Modifications.

     7.2  Modifications to the Programs made by or on behalf of Licensors,
Licensee and/or CBOT after termination or expiration of the Alliance Agreement
for any reason shall be deemed to be solely owned by the party on whose behalf
such Modifications were made, subject, in the case of Modifications made by or
on behalf of Licensee, to the underlying rights of Licensors in and to the
Programs as provided herein. The party by or on whose behalf such Modifications
are made shall have the sole right to copy, publish and to distribute such
Modifications and to adapt them, to create derivative works thereof, to
translate such Modifications and to publish these adaptations, derivative works
and/or translations of such Modifications, to transmit or broadcast such
Modifications also in an interactive way and to license such Modifications to
third parties, and with respect to any such Modification which is a


                                                                              10

database, will own all economic exploitation rights and in particular the right
of reproduction, distribution and communication to the public of any database in
part or in total; provided, however, that in the case of such Modifications made
by or on behalf of CBOT and/or Licensee, each of their rights in and use of such
Modifications shall be subject to the underlying rights of Licensors in and to
the Programs and all applicable provisions of this Agreement.

     7.3  The receiving party of any Confidential Information (as defined below)
agrees to use reasonable efforts to protect such Confidential Information from
unauthorized use or disclosure (intentional, inadvertent or otherwise) and in
any event shall take such steps to protect the proprietary interest therein of
the disclosing party as it takes to protect the confidentiality and ownership of
its own information and materials of a like nature.  Notwithstanding the
foregoing, the receiving party's obligations to protect the confidentiality of
any Confidential Information shall terminate if the same becomes part of the
public domain without breach by the receiving party of its obligations
hereunder. Further, the foregoing obligations shall not apply to information
which is disclosed to the receiving party without obligations of confidentiality
by a third party with the right to do so.  For the purposes of this Agreement,
"Confidential Information" means confidential information the receiving party or
any of its related parties or their respective directors, officers, employees or
agents receives in connection with the transactions contemplated herein relating
to the software, products, business and financial plans and information and
trade secrets and other information relating to the business of the disclosing
party and/or its related parties (including, in the case of either Licensor, the
Eurex Exchanges) and their respective related parties, and information subject
to an obligation of confidence to a third party, and "Licensors Confidential
Information" means Confidential Information with respect to which either
Licensor is a disclosing party.

8    Termination
     -----------

     8.1  If Licensee decides to terminate this Agreement, it shall give written
notice thereof to Licensors, and the license, all sublicenses and all rights
pursuant to this Agreement to use the Programs and any Licensors Confidential
Information shall immediately terminate. Licensee shall, and shall ensure that
all sublicensees and any other parties to which it has provided any portion of
the Programs or Licensors Confidential Information shall, promptly return or
destroy all copies of the Programs (including derivative works based thereupon)
in all forms, partial and complete, whether or not modified or merged into other
programs, other than and for so long as required for archival purposes pursuant
to applicable regulatory requirements. Licensee shall then promptly deliver to
Licensors a written statement certifying its compliance with this requirement.

     8.2  Notwithstanding anything to the contrary contained elsewhere in this
Agreement, the following sections of this Agreement shall survive any
termination hereof: Sections 2.3, 2.4, 2.5, 5.2, 5.3, 5.4, 5.6, 5.7, 5.8, 6, 7,
8 and 9. The last sentence of Section 9.6 and Section 9.7 shall survive the
liquidation, dissolution, bankruptcy or reorganization of Ceres.

9    General Provisions
     ------------------

     9.1  All notices given under this Agreement shall become effective only
when actually received at the following addresses:


                                                                              11

CBOT and         The Board of Trade of the City of Chicago
Ceres:           141 West Jackson Blvd., Suite 600
                 Chicago, Illinois 60604
                 United States of America
                 Attention: Ms. Carol A. Burke
                 Telephone: +1-312-435-3726
                 Facsimile: +1-312-341-3392

DBAG:            Deutsche Borse AG
                 Borsenplatz 4
                 60313 Frankfurt am Main
                 Federal Republic of Germany
                 Attention: Mr. Volker Potthoff
                 Telephone: +49-69-21014867
                 Facsimile: +49-69-2101-3801

SWX:             Swiss Stock Exchange
                 Selnaustrasse 30
                 8021 Zurich
                 Switzerland
                 Attention: Mr. Jurg Spillmann
                 Telephone: +41-1-229-23-23
                 Facsimile: +41-1-229-2728

     Any party may change its address for the purpose of notices by giving
notice thereof to each other party in accordance with the provisions of this
Section 9.1.

     9.2  This Agreement shall be governed by, and construed and enforced in all
respects by the internal laws, and not the conflict of laws rules, of the State
of New York and the United States of America applicable to transactions executed
and performed in the City of New York, other than the United Nations Convention
on the International Sale of Goods.

     9.3  Any dispute, controversy or claim arising out of, relating to or in
connection with this Agreement, including, without limitation, any dispute
regarding its validity, or the breach thereof, shall be finally settled by
arbitration in accordance with the arbitration rules of the United Nations
Convention on International Trade Law except as may be modified herein or by
agreement of the parties.


                                                                              12


          9.3.1  The arbitration shall be conducted by three arbitrators.  The
arbitrators shall be familiar with business and legal matters similar to those
that are the subject of this Agreement and the subject of the dispute.
Licensors, on the one hand, and Licensee, on the other, shall each appoint one
arbitrator, obtain its appointee's acceptance of such appointment, and deliver
written notification of such appointment and acceptance to the other party
within thirty days after delivery of a formal request for arbitration from any
party to the other. In the event a party fails to appoint an arbitrator or
deliver notification of such appointment to the other party within this time
period, upon request of either party, such arbitrator shall instead be appointed
by a third party to be identified pursuant to the Alliance Agreement (the
"Appointing Official") within thirty days of receiving such request. The two
arbitrators appointed in accordance with the above provisions shall appoint the
third arbitrator, obtain the appointee's acceptance of such appointment and
notify the parties in writing of such appointment and acceptance within thirty
days of their appointment.  If the first two appointed arbitrators fail to
appoint a third arbitrator or notify the parties of that appointment within this
time period, then, upon request of either party, the third arbitrator shall be
appointed by the Appointing Official within thirty days of receiving such
request. The third arbitrator shall serve as Chairman of the tribunal. No
arbitrator appointed by the Appointing Official may be a director, officer,
employee, counsel or agent of any party, and without the consent of all of the
parties to the arbitration, may not be a resident of the United States, Germany
or Switzerland.

          9.3.2  The place of arbitration shall be London and the proceedings
shall be conducted in the English language.

          9.3.3  The award rendered by the arbitrators shall be final and
binding on the parties. Judgment on the award may be entered in any court of
competent jurisdiction.

          9.3.4  The parties acknowledge that irreparable damage may occur in
the event of breach of any of the terms of this Agreement. It is accordingly
agreed that, notwithstanding this Section 9.3, the parties do not intend to
deprive any court with jurisdiction of its ability to issue a preliminary
injunction, attachment or other form of provisional remedy in aid of the
arbitration and a request for such provisional remedies by a party to a court
shall not be deemed a waiver of this agreement to arbitrate. In addition to the
authority conferred upon the tribunal by the rules specified above, the tribunal
shall also have the authority to grant provisional and permanent remedies,
including injunctive relief (but excluding termination of the license granted
hereunder).

     9.4  The provisions of this Agreement are severable and the
unenforceability of any provision of this Agreement shall not affect the
enforceability of any other provision hereof.  In addition, in the event that
any provision of this Agreement (or portion thereof) is determined by a court of
competent jurisdiction, an arbitral award obtained pursuant to Section 9.3 or
any regulatory authority having jurisdiction to be unenforceable as drafted by
virtue of the scope, duration, extent or character of any obligation contained
therein, it is the mutual agreement of the parties that such provision (or
portion thereof) shall be construed in a manner designed to effectuate the
purpose of such provision to the maximum extent enforceable under applicable
law. If such construction is not possible, the parties undertake, to the extent
reasonably possible, to modify such provision in order to implement the purposes
of such provision as fully as possible.


                                                                              13

     9.5  Except as otherwise expressly provided herein, this Agreement and the
Exhibits attached hereto constitute the entire agreement between the parties
with respect to the subject matter hereof, supersede all prior contracts or
agreements with respect to the subject matter hereof, and may only be modified
by a written instrument signed by both parties hereto. This provision shall not
be deemed to affect any rights any party may have against any third party.

     9.6  This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.  Neither CBOT nor
Ceres shall, without the prior written consent of Licensors (which consent shall
not be withheld in the event of a  Reorganization, as defined in the Alliance
Agreement, involving the CBOT or Ceres, and shall not be withheld unreasonably
in the case of a Change of Control, as defined in the Alliance Agreement, which
does not result in termination of the Alliance Agreement) assign any of its
rights or delegate any of its obligations under this Agreement (in whole or in
part). Notwithstanding the foregoing, the CBOT shall not delegate or assign its
obligations under Section 9.7 to any entity other than an entity or entities (if
more than one), which, as a result of a Reorganization involving the CBOT, are
successor(s) to the CBOT as designated contract markets (each, a "CBOT
Successor").  Each CBOT Successor will guarantee the obligations of Licensee in
accordance with Section 9.7 and will, through the execution of this Agreement,
become an additional party hereto with identical rights and obligations to those
of the CBOT hereunder.  To the extent that the CBOT remains a designated
contract market after a Reorganization, it will remain a guarantor under Section
9.7. Any purported assignment by Licensee in violation hereof shall be void and
ineffective and shall constitute a material breach of this Agreement.

     9.7(a)  CBOT hereby unconditionally and irrevocably guarantees to Licensors
the full and timely performance by Ceres of all of Ceres' obligations (the
"Performance Obligations") under or pursuant to this Agreement, including
without limitation, the indemnity obligations hereunder, as and when the same
shall be due to be performed under this Agreement, and all liabilities of Ceres
under this Agreement in the event of any breach by Ceres of any term hereof.
CBOT hereby waives any provision of any statute, regulation or judicial decision
otherwise applicable hereto which restricts or in any way limits the rights of
an obligee against a guarantor or surety following a default or failure of
performance by an obligor with respect to whose obligations the guarantee or
surety is provided.

        (b) Licensors may proceed to protect and enforce any or all of their
rights under this Section 9.7 pursuant to Section 9.3, whether for the specific
performance of any covenants or agreements of Ceres under or pursuant to this
Agreement, and shall be entitled to require and enforce the performance by CBOT
of  all acts and things required to be performed hereunder by Ceres.

        (c) CBOT shall not be entitled to and does hereby waive any and all
defenses now or hereafter available to guarantors, sureties and other secondary
parties at law or in equity, with the exception of any defenses Ceres may have
against Licensors that are available to CBOT.

        (d) Licensors shall be entitled to proceed on first demand directly
against CBOT in respect of any Performance Obligation hereunder without any
requirement that it first make any demand against or exhaust any remedies
available to it from Ceres  or to take any other steps.


                                                                              14


     9.8  This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which, taken together, shall constitute one
and the same instrument.



Licensee:                                       Licensors:

CERES TRADING
LIMITED PARTNERSHIP
     BY: Board of Trade of the                  DEUTSCHE BORSE AG
         City of Chicago



     BY:  /s/ Thomas R. Donovan                 BY:  /s/ [illegible]
        -------------------------                  -------------------------
     ITS  President--C.E.O.                     ITS
        -------------------------                  -------------------------


     BY: /s/ David P. Brennan                   BY:  /s/ [illegible]
        -----------------------------------        -------------------------
     ITS Chairman of the Board of Directors     ITS
        -----------------------------------        -------------------------

BOARD OF TRADE OF                               SWISS STOCK EXCHANGE
THE CITY OF CHICAGO


BY:  /s/ Thomas R. Donovan                      BY:  /s/ [illegible]
   ------------------------------                  -------------------------
ITS  President--C.E.O.                          ITS
   ------------------------------                  -------------------------

BY: /s/ David P. Brennan                        BY:  /s/ [illegible]
   -----------------------------------             -------------------------
ITS Chairman of the Board of Directors          ITS
   -----------------------------------             -------------------------


                                   Exhibit C


                                            October 1, 1999



Deutsche Borse AG
Borsenplatz 7-11
60313 Frankfurt am Main
Germany


Gentlemen:

Deutsche Borse AG ("DBAG") and the Swiss Stock Exchange (together, the "Eurex
Parties") began using certain software referred to as "Eurex Release 2.0" on
September 28, 1998, in the operation of electronic trading on Eurex Deutschland
and Eurex Zurich (the "Eurex Exchanges"). Pursuant to  the Rahmenvertrag between
Andersen Consulting GmbH ("Andersen GmbH") and Deutsche Borse AG dated August
19, 1999 and the Leistungsschein zum Rahmenvertrag Eurex 3.0 between Andersen
GmbH and Deutsche Borse AG dated August 19, 1999 (together, the "August 19
Agreements"), Andersen GmbH and Andersen Consulting LLP (together with Andersen
GmbH, "AC") have created and have agreed to create certain alterations,
adaptations, amendments, enhancements, extensions, modifications, developments
and improvements of Eurex Release 2.0 (the "Modifications"), it being understood
that "Modifications" do not include any elements of Eurex Release 2.0 employed
in connection with the creation of the Modifications. With respect to the
Modifications (and particularly with respect to the Modifications used by the
Eurex Exchanges as of the date hereof), and, for the sole purpose of delineating
the extent of our rights in the Modifications, we hereby confirm as follows:


1.   Except as expressly provided below, the intellectual property rights in the
     Modifications and all original work product and copies thereof including
     tapes, listings and other documentation developed by AC in making the
     Modifications shall be deemed to be owned by DBAG.  AC, at DBAG's expense,
     shall take such steps as are reasonably required by DBAG to vest and
     perfect such ownership in DBAG and/or its designees and hereby grants to
     DBAG the irrevocable, exclusive and transferable right in the Modifications
     and in all data, databases and works belonging thereto in source code and
     object code together with all written or machine readable documentation and
     in any materials and results pertaining thereto to use the same for all
     purposes connected with the business purpose of DBAG and DBAG's group
     companies (as defined in Sections 15, 16, 17, 18, 19, 291 and 292 of the
     German Stock Corporation Act) in any way and form and without temporal or
     geographic limitation.


Deutsche Borse AG
Borsenplatz 7-11
October 1, 1999
Page 2


2.   Without limiting the generality of the foregoing, AC acknowledges that it
     has irrevocably granted to DBAG the right to copy the Modifications, to
     publish and to distribute the Modifications, or any portions thereof, under
     any name and to adapt them, to create derivative works of the
     Modifications, to translate the Modifications and to publish such
     adaptations, derivative works and/or translations of the Modifications, to
     transmit or broadcast the Modifications also in any interactive way and to
     rent the Modifications to third parties.  AC agrees that DBAG is regarded
     as the maker of any databases and that it owns all economic exploitation
     rights and that DBAG  may reproduce, distribute and communicate to the
     public any such database in part or in total.  DBAG is entitled to grant
     sublicenses in all of the above-mentioned rights.


3.   As regards the moral rights in the Modifications, AC acknowledges that it
     is responsible for assuring that DBAG is entitled to (a) the undisturbed
     use of the  Modifications and (b) in particular and without limitation
     hereto, to exercise for the relevant author the right of dissemination, the
     right of recognition of authorship, the right to prevent distortions of the
     work, the right to decide whether the work should bear the author's
     designation, the right of access to copies of the work and the revocation
     rights in the Modifications.  If in the context of the undisturbed use of
     these rights by DBAG a dispute arises between an author on the one side and
     DBAG on the other side, then AC shall make sure that the author will
     exercise its moral rights as directed by DBAG.


4.   AC acknowledges that it is precluded from developing for itself or for
     others materials which are derived from those produced in creating the
     Modifications.  However, subject to the confidentiality obligations of AC
     to the Eurex Parties, this restriction will not preclude AC from using
     general concepts, know-how and ideas used or developed in the course of
     providing services under the August 19 Agreements.


5.   DBAG understands that the tools, methodologies, techniques, and related
     information used by AC to create the Modifications are and shall remain the
     property of AC.  Except as specified by AC in the attachment hereto, AC has
     not incorporated any third party technology (defined to include any AC
     proprietary technology) into the Modifications or otherwise used any third
     party technology in the creation or implementation of the Modifications in
     a manner that would infringe upon any proprietary interests of a third
     party or require a license from a third party in order to lawfully use,
     copy, support, modify or distribute the Modifications or any component
     thereof.


Deutsche Borse AG
Borsenplatz 7-11
October 1, 1999
Page 3


6.   This letter is governed by German substantive law, excluding the United
     Nations Convention on the International Sale of Goods.



                               Very truly yours,


Andersen Consulting LLP


By:                                          By
   ------------------------------              -----------------------------

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


Andersen  Consulting
   Unternehmensberatung GmbH



By:                                          By
   ------------------------------              -----------------------------

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



                                   Exhibit D


                                            [date]

Ceres Trading Limited Partnership
141 West Jackson Boulevard
Suite 600-A
Chicago, Illinois 60604  USA

Gentlemen:

We refer to the Software License Agreement dated October 1, 1999, between
Deutsche Borse AG, the Swiss Stock Exchange, Ceres Trading Limited Partnership
and the Board of Trade of the City of Chicago ("Agreement"). Capitalized terms
used in this letter shall be defined as they are in the Agreement. Pursuant to
Section 7.1  of the Agreement, DBAG hereby assigns co-ownership rights, title
and interest in and to the Release 3.0 Modifications to Ceres as follows:


1.   Except as expressly provided below, Licensee and each of the Licensors will
     each own the intellectual property rights in the Release 3.0 Modifications
     and all original work product and copies thereof including tapes, listings
     and other documentation developed by or for DBAG in making the Release 3.0
     Modifications.  DBAG, at Licensee's expense, shall take such steps as are
     reasonably required by Licensee to vest and perfect such rights in Licensee
     or its designees and DBAG hereby grants to Licensee the irrevocable, non-
     exclusive and transferable right in the Release 3.0 Modifications and in
     all data, databases and works belonging thereto in source code and object
     code together with all written or machine readable documentation and in any
     materials and results pertaining thereto to use the same for all purposes
     connected with the business purpose of Licensee and Licensee's group
     companies (as defined in Sections 15, 16, 17, 18, 19, 291 and 292 of the
     German Stock Corporation Act) in any way and form and without temporal or
     geographic limitation.


2.   Without limiting the generality of the foregoing, DBAG acknowledges that it
     has irrevocably granted to Licensee the co-ownership right to copy the
     Release 3.0 Modifications, to publish and to distribute the Release 3.0
     Modifications, or any portions thereof, under any name and to adapt them,
     to create derivative works of the Release 3.0 Modifications, to translate
     the Release 3.0 Modifications and to publish such adaptations, derivative
     works and/or translations of the Release 3.0 Modifications, to transmit or
     broadcast the Release 3.0 Modifications also in any interactive way and to
     rent the Release 3.0 Modifications to third parties.  DBAG agrees that
     Licensee is jointly regarded as the maker of any databases and that
     Licensee co-owns all economic exploitation rights and that each of them
     separately may reproduce, distribute and communicate to the public any such
     database in part or in total.  Licensee is entitled to grant sublicenses in
     all of the above-mentioned rights..


3.   As regards the moral rights in the Release 3.0 Modifications, DBAG
     acknowledges that it is responsible for assuring that Licensee is entitled
     to (a) the undisturbed use of the


Ceres Trading Limited Partnership
[date]
Page Two


     Release 3.0 Modifications and (b) in particular and without limitation
     hereto, to exercise (on a co-ownership basis) for the relevant author the
     right of dissemination, the right of recognition of authorship, the right
     to prevent distortions of the work, the right to decide whether the work
     should bear the author's designation, the right of access to copies of the
     work and the revocation rights in the Release 3.0 Modifications. If in the
     context of the undisturbed use of these rights by Licensee a dispute arises
     between an author on the one side and Licensee on the other side, then DBAG
     will instruct AC to make sure that the author will exercise its moral
     rights as directed by Licensee.


4.   Nothing herein will preclude either of the Licensors or Licensee from
     developing for itself or for others materials which are derived from those
     produced in creating the Release 3.0 Modifications.


5.   Licensee understands that the tools, methodologies, techniques, and related
     information used by Andersen Consulting Unternehmensberatung GmbH and
     Andersen Consulting LLP (together "AC") to create the Release 3.0
     Modifications are and shall remain the property of AC.  Except as specified
     in the attachment hereto, no third party technology (defined to include any
     AC proprietary technology) has been incorporated into the Release 3.0
     Modifications or otherwise used in the creation or implementation of the
     Release 3.0 Modifications in a manner that would infringe upon any
     proprietary interests of a third party or require a license from a third
     party in order to lawfully use, copy, support, modify or distribute the
     Release 3.0 Modifications or any component thereof.


6.   Nothing herein is intended to grant Licensee any rights in the Programs,
     it being understood that Licensee's rights therein are governed by the
     Agreement.


7.   Each of the rights described above may be exploited by either of the
     Licensors or Licensee in any manner it believes appropriate without
     accounting to any other party; provided that, notwithstanding any other
     provision of this letter, Licensee's right to use or otherwise exploit the
     "distributed matching algorithm" component of the Release 3.0 Modifications
     is subject to Licensee's payment to DBAG of [**], in accordance with
     paragraph (2) of Exhibit E of the Agreement. Furthermore, this Assignment
     shall not affect the payment obligation of Licensee under paragraph (3) of
     Exhibit E of the Agreement.


Ceres Trading Limited Partnership
[date]
Page Three

8.   This letter is governed by German substantive law, excluding the United
     Nations Convention on the International Sale of Goods.

                               Very truly yours,

Deutsche Borse AG

By:                                          By
   ------------------------------              -----------------------------

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




                                   Exhibit E


             Payments In Respect of the Release 3.0 Modifications

The payments described below represent Ceres' reimbursement of certain research
and development costs incurred by DBAG in connection with the Release 3.0
Modifications after January 29, 1999.

(1)  Ceres shall pay eight million (8,000,000) Euros to DBAG in exchange for the
     Assignment and for related training materials according to the following
     schedule: (a) On or before October 15, 1999, Ceres shall pay [**] to DBAG;
     (b) On or before December 15, 1999, Ceres shall pay [**] to DBAG; and (c)
     As of December 31, 1999, DBAG shall invoice Ceres for the final three
     million (3,000,000) Euros, and such invoice shall be paid in full by Ceres
     no later than May 31, 2000.

(2)  Ceres may not use or otherwise exploit the "distributed matching algorithm"
     component of the Release 3.0 Modifications  unless and until it has paid
     [**] to DBAG. Following such payment, Ceres will have all Rights with
     respect to the "distributed matching algorithm" component of the Release
     3.0 Modifications.

(3)  Ceres shall pay three million (3,000,000) Euros to DBAG thirty (30) days
     after daily volume in CBOT contracts traded electronically on the Eurex
     platform exceeds 200,000 for five consecutive trading days. Notwithstanding
     the foregoing, DBAG will invoice Ceres for the three million Euro amount
     described in the preceding sentence as of December 31, 2000, and such
     invoice shall be paid in full by Ceres no later than June 30, 2001. This
     payment will reimburse DBAG for certain costs incurred in connection with
     the "system limits" component of the Release 3.0 Modifications.

(4)  The payments described in each of paragraphs (1), (2) and (3) are separate
     and distinct, and a payment under one paragraph will not be counted as a
     payment under any other paragraph.

EX-10.19

                                                                   Exhibit 10.19

         Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission pursuant to a request for
              confidential treatment. Asterisks denote omissions.

                     Master Software Development Agreement

This Master Software Development Agreement (this "Agreement") is entered into

between,

on the one hand, Deutsche Borse Systems AG, Borsenplatz 7 - 11, 60313
Frankfurt am Main, Germany

                                                (hereinafter, "DBS")

and, on the other hand,


1.   Deutsche Borse Aktiengesellschaft, Borsenplatz 7 - 11, 60313 Frankfurt
     am Main, Germany

                                                (hereinafter, "DBAG")

2.   Swiss Stock Exchange, Selnaustrasse 30, 8021 Zurich, Switzerland

                                                (hereinafter, "SWX")

3.   Board of Trade of the City of Chicago, 141 West Jackson Blvd., Suite 600-A,
     Chicago, Illinois 60604, United States of America


                                                (hereinafter, "CBOT")

4.   Ceres Trading Limited Partnership, c/o Board of Trade of the City of
     Chicago, 141 West Jackson Blvd., Suite 600-A, Chicago, Illinois 60604,
     United States of America

                                                (hereinafter, "Ceres")

5.   Ceres Alliance L.L.C., c/o Board of Trade of the City of Chicago, 141 West
     Jackson Blvd., Suite 600-A, Chicago, Illinois 60604, United States of
     America

                                                (hereinafter, "Ceres Alliance")

6.   Eurex Frankfurt AG, Borsenplatz 4, 60313 Frankfurt am Main, Germany

                                                (hereinafter, "Eurex Frankfurt")

7.   Eurex Zurich AG, Selnaustrasse 30, 8021 Zurich, Switzerland

                                                (hereinafter, "Eurex Zurich")

8.   Eurex Clearing AG, Borsenplatz 4, 60313 Frankfurt am Main, Germany


                                                                             -2-



                                                h(hereinafter, "Eurex Clearing")

9.       CBOT/Eurex Alliance, L.L.C., 141 West Jackson Blvd., Suite 1520,
         Chicago, Illinois 60604, United States of America

                                                            (hereinafter, "LLC")


                                   Preamble

A.       DBAG and SWX originally developed and now hold Proprietary Rights in
         the Programs, known as "Eurex 2.0". The Development Parties (DBAG, SWX,
         CBOT and Ceres)entered into a Software License Agreement dated 1
         October 1999 (the "Software License Agreement") that governs their
         respective rights to the Programs.

B.       DBAG and SWX further developed the Programs during the period up to 1
         October 1999, resulting in the Release 3.0 Modifications, which include
         versions 3.0 and 3.1 ("Eurex 3.0" and "Eurex 3.1"). The Software
         License Agreement sets forth the Development Parties' respective rights
         to the Release 3.0 Modifications.

C.       DBAG and SWX entrusted DBS with the maintenance and further development
         of the Programs under two separate Consulting and Support Agreements
         (Beratungs- und Unterstutzungsvertrage) dated 25 March 1999 (the
         "Consulting Agreements").

D.       DBAG, SWX, Eurex Zurich, Eurex Frankfurt, Eurex Deutschland, CBOT,
         Ceres and Ceres Alliance entered into an Alliance Agreement dated 1
         October 1999 (the "Alliance Agreement") in order to coordinate their
         efforts in establishing, operating and maintaining the System as a
         common technological platform. For purposes of the Alliance Agreement,
         LLC will act as the "Future Development Entity" under this Agreement.

E.       Without the participation of the CBOT Group, DBS commenced development
         of version 4.0 of the Eurex Software ("Eurex 4.0") on the basis of the
         Consulting Agreements and, at the end of January 2000, DBS finalized
         the software build for Eurex 4.0, which will be the basis for the
         development of a new version of the Eurex Software ("JV Release 1.0")
         under this Agreement. The Development Parties' respective rights to
         Eurex 4.0 are described in the Software License Agreement and the
         Alliance Agreement. On 20 January 2000, DBS, Ceres and LLC entered into
         an Interim Agreement (the "Interim Agreement") covering development
         work on the Eurex Software and the implementation, operation and
         maintenance of the System with regard to the CBOT Group until this
         Agreement and the Systems Operations Agreement are executed.

F.       DBAG and SWX, acting through their joint subsidiary Eurex Zurich and
         Eurex Zurich's wholly owned subsidiaries Eurex Frankfurt and Eurex
         Clearing (Eurex Zurich, Eurex Frankfurt and Eurex Clearing referred to
         jointly as the "Eurex Entities"), entered into Service Agreements
         (Dienstleistungsvertrage) with DBS on 25 March 1999 (the "Service
         Agreements") under which


                                                                             -3-


         DBS currently operates and maintains the System for Eurex Zurich and
         for Eurex Deutschland, the German futures and options exchange in
         Frankfurt am Main (run by Eurex Frankfurt). Eurex Deutschland,
         Borsenplatz 7 - 11, 60313 Frankfurt am Main, Germany, is a public law
         entity existing under German law.

G.       The Development Parties wish to establish JV Release 1.0 for the CBOT
         Group and Eurex 4.1 for the Eurex Exchanges as well as future versions
         of the Eurex Software as part of the common technological platform to
         operate the Exchanges as two separate derivatives markets and to
         operate other exchanges pursuant to the Alliance Agreement. The
         Development Parties' respective rights to JV Release 1.0 and Eurex 4.1
         are described in the Software License Agreement and the Alliance
         Agreement.

H.       The parties to this Agreement are executing this Agreement, under which
         DBS will develop and maintain the Eurex Software for LLC on behalf of
         the Development Parties and are also executing a "Systems Operations
         Agreement" under which DBS will implement, operate and maintain the
         System for LLC and the Eurex Entities on behalf of the Exchanges and
         the LLC Group.

                                     (S) 1
         Definitions, Priorities in the Contractual Relationships, Cooperation
         and Fairnes

1.1      Definitions. Terms used in this Agreement with initial capital letters
         (other than proper nouns) have the meanings set forth in the glossary
         of defined terms attached as Schedule 1.1.

1.2      Scope. This Agreement governs the relationship between DBS, on the one
         hand, and the LLC Group and its members, on the other hand, with regard
         to the development and maintenance of the Eurex Software and any other
         software development work even if such other software development work
         has been initiated under the Systems Operations Agreement. The
         installation and implementation of the Eurex Software in the production
         environment and the operation, maintenance and development of the
         System will be governed by the Systems Operations Agreement. The
         parties will, however, coordinate the activities under this Agreement
         and the Systems Operations Agreement.

1.3      Order of Precedence. The Alliance Agreement, the Software License
         Agreement, the corporate governance documents and the shareholder
         agreements between or among two or more members of the LLC Group have
         priority over the terms of this Agreement with regard to their rights
         and obligations under such agreements, and the provisions in this
         Agreement are not to be considered for purposes of interpretation of
         those documents and agreements. The various agreements among the
         members of each of the Eurex Group and the CBOT Group control the
         relationships of the members within each group, and the provisions in
         this Agreement are not to be considered for purposes of interpretation
         of those agreements. Nothing in this Agreement will override or modify
         the terms of, or waive any rights under, any of such other existing
         agreements between the Eurex Group and the CBOT Group. However, this
         Agreement supersedes the


                                                                             -4-

         Interim Agreement, and payments made under the Interim Agreement will
         be credited against payments due under this Agreement.

1.4      Suspension. This Agreement suspends the Service Agreements and the
         Consulting Agreements with regard to the rights and obligations of DBS
         vis-a-vis each member of the Eurex Group effective on the first day of
         the calendar month in which this Agreement is signed and so long as
         this Agreement is in effect with respect to all members of the Eurex
         Group; provided, that all change requests which have not yet been
         completed (as such change requests are identified in Schedule 1.4) and
         all schedules under such Service Agreements and Consulting Agreements
         are hereby incorporated into this Agreement. DBS will provide copies of
         all such change requests to each member of the LLC Group within thirty
         days of execution of this Agreement. As soon as this Agreement
         terminates with respect to a member of the Eurex Group, the Service
         Agreements and the Consulting Agreements will, however, remain in
         effect with respect to such member of the Eurex Group and will replace
         this Agreement with regard to DBS's rights and obligations vis-a-vis
         such member of the Eurex Group, unless and until a follow-up agreement
         pursuant to Clause 18.3 becomes effective.

1.5      Cooperation. The parties hereby agree to cooperate closely and in a
         fair manner. The parties agree that, upon execution of this Agreement,
         questions, in particular those that may arise out of future business
         and organizational developments of the members of the LLC Group or that
         may be the result of other circumstances material to the relationship
         among the parties, may not be entirely anticipated in this Agreement
         from a factual and legal point of view and thus cannot be provided for
         in this Agreement. If any such questions arise with regard to this
         Agreement, then the parties will undertake to renegotiate the term or
         terms in question in order to reach a reasonable agreement reflecting
         their mutual interests. The parties will use their commercially
         reasonable best efforts to assure the successful development and
         maintenance of the Eurex Software ready for the operation of the
         Exchanges as separate derivatives markets with equal access to the
         resources provided for under this Agreement; such equality of access
         will have absolute priority.

1.6      Fairness. The parties acknowledge that DBS is a wholly-owned subsidiary
         of DBAG and that DBAG and DBS are parties to a Profit and Loss Sharing
         Agreement (Ergebnisabfuehrungsvertrag). The terms and conditions of
         this Agreement including, without limitation, the DBS Catalogue of
         Prices, will be no less favorable to the members of the LLC Group than
         the terms and conditions (from DBAG's perspective) of any agreement
         pursuant to which DBS develops, maintains or operates any similar
         software program or computer network, directly or indirectly, in part
         or in total, for DBAG including its Affiliates. DBS represents that the
         DBS Catalogue of Prices corresponds and will, when adjusted pursuant to
         Clause 9.2, continue to correspond to general, competitive market rates
         and will not unduly favor DBS as a subsidiary of DBAG.

1.7      Resource Allocation. The parties anticipate that there will be numerous
         Change Requests submitted to DBS during the course of this Agreement
         which may place considerable demands on


                                                                             -5-

         DBS's resources. The Change Requests may also require considerable
         resources from the other parties. DBS will treat the LLC Group at least
         as favorably as any of its other customers when allocating resources to
         new Sub-Projects. In order to enable DBS and the other parties to
         allocate resources in a timely manner, the LLC, together with DBS, will
         review anticipated needs for a subsequent calendar year during the
         period from 1 September to 31 October of the current year, and the
         parties will review the allocations again during June of the subsequent
         year for the rest of the year.

1.8      Subcontracting Agreement. To the extent that DBS acquires or has claims
         to greater rights from Andersen Consulting related to the development
         of JV Release 1.0 under DBS' subcontracting agreement with Andersen
         Consulting than any member of the LLC Group has against DBS under this
         Agreement, DBS will pass through and assign those rights and claims to
         such member of the LLC Group (or if non-assignable, DBS will exercise
         such rights as instructed by and for the benefit of such member of the
         LLC Group). Unless the Development Parties agree otherwise, the
         Development Parties will apportion those rights and claims to rights
         among themselves in accordance with the Alliance Agreement and Software
         License Agreement.

1.9      Agreements concerning Restricted Products. DBS will not enter into any
         separate agreements with any of the other parties to this Agreement
         about the development, implementation, operation or maintenance of the
         System involving another party`s Restricted Products without the
         agreement of such party. Notice of other such matters, proposals or
         agreements will be provided to the LLC for a thirty day review period,
         but nothing in this Agreement will restrict any party from moving
         forward from entering into such other agreements with DBS. Such notice
         shall be kept confidential by the members of the LLC Group.

                                     (S) 2
                       Engagement and Project Structure

2.1      Engagement. On behalf of the Development Parties, LLC hereby engages
         DBS as general contractor to develop and maintain JV Release 1.0 and
         any further versions of the Eurex Software as part of the System. The
         development and maintenance of JV Release 1.0 and any further versions
         of the Eurex Software or other applications requested by LLC or a
         Development Party constitutes the "Project". The Project can be divided
         into various "Sub-Projects" (i.e., the current Sub-Projects under
         Clause 2.2 and future Change Requests under Clause 2.5).

2.2      Research and Development.  The Project will initially consist of the
         following Sub-Projects:

         2.2.1    Initial Software Research and Development in which DBS will
                  develop JV Release 1.0 on the basis of Eurex 4.0 as set forth
                  in Schedule 2.2.1. This Schedule 2.2.1 contains the payment
                  schedule for Ceres and the specifications for JV Release 1.0.
                  The specifications for JV Release 1.0 include, without
                  limitation, the specifications for the transition from Eurex
                  3.1 through Eurex 4.0 to JV Release 1.0, the Fine
                  Specifications for


                                                                             -6-

                  Eurex 4.0, which are contained on a CD ROM in the Schedule,
                  and the Release Notes, which describe the difference between
                  Eurex 4.0 and JV Release 1.0. DBS will make JV Release 1.0
                  available to the Development Parties in the Test Environment
                  for testing by 16 June 2000, and DBS will commence
                  installation of the Signed Off JV Release 1.0 in the
                  Production Environment by 10 July 2000 for simulation.
                  Acceptance of JV Release 1.0 is scheduled for 4 August 2000,
                  and the System is scheduled to be ready for commencement of
                  production on 25 August 2000 under the Systems Operations
                  Agreement. LLC, Ceres and DBS will agree on the actual
                  commencement date for production. In the event that DBS fails
                  to comply with the dates set forth above, DBS will grant
                  Performance Credits to Ceres in accordance with the chart on
                  Schedule 2.2.1a. If the CBOT Group exercises its right to
                  terminate for convenience under Clause 18.2, the fixed
                  payments in lieu of payments underss. 649 German Civil Code
                  are set forth in Schedule 2.2.1b.

         2.2.2    Application Maintenance in which DBS will maintain JV Release
                  1.0 as set forth in Schedule 2.2.2. The maintenance of JV
                  Release 1.0 will be ancillary to the development of JV Release
                  1.0. Unless otherwise instructed by LLC, DBS will provide
                  Application Maintenance under this Agreement for the
                  Development Parties on JV Release 1.0 until LLC's
                  implementation of future versions of the Eurex Software. LLC
                  may require DBS to provide Application Maintenance on future
                  versions of the Eurex Software for the Development Parties by
                  providing DBS with written notice of its desire for DBS to
                  provide such Application Maintenance. LLC and DBS will then
                  negotiate in good faith the terms and conditions of such
                  Application Maintenance, which terms and conditions will be
                  set forth in a Change Request.

         The scope of work for all Sub-Projects is defined in Schedules 2.2.1,
         2.2.2 and any Change Requests (see, Clause 2.5), and may be refined in
         appropriate document Deliverables once such Deliverables have been
         Signed Off (see, Section 8). The scheduling of work for each Sub-
         Project (e.g., milestones, completion dates and Performance Credits)
         will be set forth in the corresponding Schedule or Change Request.

2.3      Priority. Additional work can be identified during the course of the
         Project. The terms and conditions for all work are set forth in
         Schedules 2.2.1 and 2.2.2 and the Change Requests. If any provision in
         Schedules 2.2.1 and 2.2.2 expressly states that it has priority over
         the terms of this Agreement, or if any provision in a Change Request
         expressly contradicts a provision in this Agreement, the provision in
         the Schedule or the relevant Change Request will have priority over the
         relevant terms of this Agreement. If a provision in Schedule 2.2.1 or
         2.2.2 or a Change Request contradicts a provision in a Change Request,
         the most recent provision will have priority.

2.4      Deliverables, Services, Tasks. Schedules 2.2.1 and 2.2.2 and each
         Change Request must describe the specific work results ("Deliverables")
         to be produced under the Schedule or Change Request. A Deliverable must
         include, if appropriate, functional and technical specifications


                                                                             -7-


         ("Detailed Definition") for itself or for other Deliverables. Schedules
         and Change Requests relating to ongoing services ("Services") will
         describe the service in detail and the standards for determining the
         quality of service. Schedules and Change Requests, and documents
         prepared pursuant to Schedules and Change Requests, will assign
         specific work ("Tasks") to the parties and establish time frames in
         which the Tasks are to be completed; Tasks will also constitute
         Deliverables to the extent that the Task requires the production of a
         specific work product and not just an ongoing service. Schedules and
         Change Requests can also establish the price for the Tasks, together
         with a payment schedule and may include a schedule of resources to be
         devoted to the work, including the number of man days each party will
         provide, the equipment and the premises where the work will be carried
         out.

2.5      Change Request. LLC or DBS can request a change in the scope of work or
         any other part of the Project at any time ("Change Request"). A Change
         Request will be in writing and will follow a format which DBS and LLC
         will agree without undue delay. A Change Request must contain
         sufficient information to enable the addressee to reasonably evaluate
         the Change Request including particularly:

         .     description of the change (including specifications, test
               procedures, date of completion, etc.),

         .     reasons for the change,

         .     additional resources required to implement the change (including
               any proposed subcontractors other than Freelancers),

         .     impact on time frame for completion of affected Deliverables,

         .     impact on service levels, particularly with regard to the service
               levels established under the Systems Operations Agreement,

         .     cost impact of the change and allocation of responsibility for
               increased costs or benefits from reduced costs; if appropriate,
               the Change Request will contain either a time and materials price
               scheme or a fixed price for the additional work together with a
               payment schedule.

         If the party submitting a Change Request cannot reasonably provide
         sufficient information under the above categories using the party's own
         resources, the submitting party can require the other party to assist
         in providing the missing information without undue delay. If a Change
         Request initiated by LLC requires DBS to expend more than one man day
         in order to complete the information, DBS can charge for its work on a
         "time and materials" basis if DBS has informed LLC in advance that it
         intends to charge for such efforts. DBS will not charge if one man day
         or less is required to complete the information.


                                                                             -8-


         A Change Request will become binding when it has been signed by both
         LLC and DBS. LLC and DBS will evaluate Change Requests without undue
         delay. No party is under an obligation to perform work under a Change
         Request prior to its having been signed; the costs for performing any
         such work prior to signing will be borne by the party performing the
         work.

         LLC can require DBS to accept a Change Request if (i) the Change
         Request is related to JV Release 1.0 or subsequent versions of the
         Eurex Software, and (ii) LLC has agreed to compensate DBS for the work
         under the Change Request in accordance with the then-applicable DBS
         Catalogue of Prices (see, Clause 9.2). DBS cannot require LLC to accept
         a Change Request.

         A Development Party submitting an instruction under Clause 3.2.1 or
         3.2.2 must comply with the Change Request procedure. The Change Request
         will become binding when it has been signed by one or more authorized
         officers of the Development Party without the LLC Program Managers
         having to sign it. Such a Change Request cannot be to the detriment of
         another party which does not sign the Change Request. In the case of a
         Change Request which is to detriment of a party, all affected parties
         (including DBS) will use their commercially reasonable best efforts to
         achieve a work around. The other provisions governing Change Requests
         and the pertinent provisions of this Agreement apply, mutatis mutandis.

         DBS will treat Change Requests and instructions proposed by the CBOT
         Group no less favorably than DBS treats those submitted by the LLC or
         the Eurex Entities, respectively.

2.6      Third Party Bids.  In spite of the appointment of DBS as general
         contractor, LLC can also solicit bids from third parties for any
         Modifications not covered by Schedules 2.2.1 and 2.2.2, subject to the
         following:


         2.6.1    LLC will also invite DBS as a preferred provider to bid on any
                  future development of Modifications and will provide DBS with
                  the same information it provides to other parties who are
                  asked to bid. LLC will treat DBS at least as favorably as
                  other bidders for the work.

         2.6.2    DBS will always be involved through the Change Request
                  procedure in both pre-acceptance testing of any Modifications
                  developed by a third party and subsequent testing. As part of
                  the Test Procedures, LLC will provide DBS copies of the source
                  code and documentation for any Modifications developed by a
                  third party to the extent that LLC has access to the source
                  code and documentation.

         2.6.3    DBS is not required to put any Modifications developed by a
                  third party into production until the tests have demonstrated
                  that such Modifications do not have a detrimental impact on
                  Service Levels established under the Systems Operations
                  Agreement.


                                                                             -9-

         2.6.4    DBS will not unreasonably object to or delay acceptance of
                  Modifications developed by a third party or unreasonably
                  refuse to put, or delay putting, them into production.

         2.6.5    DBS will provide reasonable cooperation and assistance to LLC
                  and third party bidders (on a time and materials basis charged
                  to LLC) in connection with soliciting bids for Modifications
                  not covered by Schedules 2.2.1 and 2.2.2.

                                     (S) 3
                          Participants in the Project

3.1      Supervision. DBS will organize and supervise the Project and the
         performance by each party of its obligations under Schedules 2.2.1 and
         2.2.2 and the Change Requests. DBS will bear the overall responsibility
         for completion of work within the scheduled time frames and within
         agreed budgets for manpower and expense. DBS will, therefore, be
         responsible for the management of the Project including the
         coordination and direction of the various participants' efforts.

3.2      Instructions. The Project requires extensive cooperation by all
         parties. LLC will be responsible for ensuring and coordinating the
         contributions of the members of the LLC Group. Only LLC has authority
         to issue instructions to DBS. If another party issues an instruction to
         DBS, the instruction is invalid until LLC confirms the instruction. The
         only exceptions to the preceding two sentences are as follows:

         3.2.1    If one of the Development Parties issues a written instruction
                  to DBS which states that immediate compliance with the
                  instruction is required by a regulatory agency having
                  authority over an Exchange, DBS must immediately (i) commence
                  work in accordance with the instruction, and (ii) forward a
                  copy of the instruction to LLC. The instructing Development
                  Party will pay DBS for work under such an instruction on a
                  time and materials basis (see, Clause 9.2). If DBS reasonably
                  believes that implementation of the Development Party's
                  instruction is contrary to other work under the Project or
                  would materially impair DBS's ability to complete the Project
                  by the scheduled date, DBS will notify the instructing
                  Development Party and LLC accordingly, and DBS will not be
                  required to implement the instruction until LLC has confirmed
                  the instruction.

         3.2.2    If one of the Development Parties requests (using the Change
                  Request form) a Modification to the Eurex Software (other than
                  under Clause 3.2.1), DBS will immediately ask LLC to confirm
                  the request. If LLC does not confirm the request within one
                  week, the Development Party which made the request can
                  instruct DBS to implement the Modification at that Development
                  Party's expense, even if LLC has rejected the request. If DBS
                  reasonably believes that implementation of the instruction is
                  contrary to other work under the Project, DBS will notify the
                  instructing Development Party and LLC accordingly, and DBS
                  will not be required to implement the instruction until LLC
                  has confirmed the instruction.


                                                                            -10-

         3.2.3    Clause 3.2.1 also applies to instructions from the Eurex Group
                  with regard to clearing functionality so long as CBOT (or one
                  of its Affiliates or CBOT's clearing house) is not using this
                  functionality. Afterwards, instructions from a Development
                  Party concerning clearing will fall under Clauses 3.2.1 (with
                  respect to requirements of a regulatory agency) or 3.2.2.

3.3      Delays. Reference to obligations of LLC also includes all Tasks to be
         performed by the members of the LLC Group. DBS will not be responsible
         for delays in the completion of the Projects or for budget overruns
         which are caused by acts or omissions by a member of the LLC Group. DBS
         must notify LLC of the specific risk that the delay or budget overrun
         will occur, and the relevant member of the LLC Group must be given the
         opportunity to perform the relevant Task without undue delay.

3.4      LLC Participation. LLC will provide the resources identified in
         Schedules 2.2.1 and 2.2.2 and the Change Requests and perform such
         other Tasks as may be set forth in the Schedules 2.2.1 or 2.2.2,
         respectively, and the Change Requests. LLC can participate in the
         Project, and LLC will provide DBS with all reasonable cooperation and
         assistance in the Project, in each case, including:

         3.4.1    LLC will make all decisions reasonably requested of it by DBS
                  in a timely manner; such decisions will be made at the latest
                  within one week of receipt of a written request from DBS for
                  the decision; this one week period does not commence to run if
                  LLC still requires reasonable information from DBS before
                  making the decision. The one week period will be extended by a
                  reasonable amount of time if circumstances require this.

         3.4.2    LLC will provide in a timely manner all information which DBS
                  reasonably requests.

         3.4.3    As DBS may reasonably request assistance, LLC will make
                  employees of the applicable members of the LLC Group (or their
                  Freelancers and subcontractors) available at locations where
                  work on the Project is being conducted in order to provide
                  such assistance in a timely manner.

         3.4.4    The members of the LLC Group may assign additional personnel
                  (including employees and Freelancers) to participate in the
                  Project for the purpose of acquiring know-how about the System
                  upon submitting a written Change Request to DBS specifying the
                  following information:

                  - the identity and current employment status of the personnel,

                  - where and why the personnel should participate in the
                    Project,

                  - the duration of the participation,


                                                                            -11-

                  - to the extent reasonably possible, what type of know-how the
                    personnel should acquire.

                  The members of the LLC Group may also assign subcontractors'
                  employees upon receiving the prior written consent of DBS,
                  which will not be unreasonably refused or delayed. Reasonable
                  grounds include

                  (i)   the participation of such subcontractor employees would
                        materially interfere in DBS's performance of its
                        obligations under the Project, or

                  (ii)  the participation of such subcontractor employees would
                        result in a material risk that highly sensitive DBS
                        know-how would become available to potential DBS
                        competitors.

                  DBS can charge for accommodating such personnel (including
                  compensation for office space and other facilities provided to
                  such personnel) on a time and materials basis.

         3.4.5    LLC will provide appropriately equipped facilities designated
                  by the Program Managers, particularly in the United States of
                  America (the "Facilities"), for carrying out the Project
                  within the scheduled time frame at the reasonable request of
                  DBS. The appropriate equipment in the Facilities does not
                  include components of the System which are being provided by
                  DBS.

         3.4.6    LLC will provide DBS and its subcontractors with access to the
                  Facilities 24 hours per day on every day of the year
                  (including weekends and holidays) except to the extent that
                  security requirements make such access unreasonable.

         3.4.7    DBS will provide reasonable assistance (including consulting
                  and access to the Development Environment and the Network) to
                  the members of the LLC Group and their employees and
                  subcontractors so that they can perform their Tasks and other
                  work relating to the Eurex Software (including Modifications
                  to be developed by third parties).

3.5      Program / Project Managers. DBS will appoint one Program Manager. LLC
         will appoint two Program Managers, one representing the CBOT Group and
         the other representing the Eurex Group. The Program Managers are
         entitled to make all decisions and issue all declarations on behalf of
         their principals with regard to any aspect of the Project. LLC's
         Program Managers can only act jointly unless specifically provided
         otherwise in this Agreement (e.g., Clauses 7.3 and 9.1). Each party
         will also appoint substitute Program Managers who can exercise the
         authority of the Program Managers in their absence. LLC and DBS do not
         have any responsibility for monitoring whether the other side's Program
         Manager(s) have actually complied with the internal approval
         procedures. One side's Program Manager(s) can delegate authority for a
         specific matter or for categories of matters to another person by
         informing the other side's Program Manager(s) in


                                                                            -12-

         writing; the delegation of authority can only be cancelled by written
         notification to the other Program Managers.

         Each party will appoint a "Project Manager" and, if appropriate, a
         substitute for each Sub-Project. The Program Managers and their
         substitutes can also act as Project Managers. A person can be appointed
         as a Project Manager for more than one Sub-Project. The Project
         Managers coordinate the daily work on the corresponding Project, but
         the Project Managers are not authorized to issue legally binding
         declarations on behalf of their principals. The names of the current
         Program Managers, their substitutes and the Project Managers and their
         substitutes, if any, are set forth in Schedule 3.5.

3.6      Steering Committee. As soon as practicable after the execution date of
         this Agreement, the parties will establish a "Steering Committee" which
         is at the same time "Steering Committee" of the Systems Operations
         Agreement and which will have the following functions:

         .     monitor the progress of the Project and each Sub-Project and the
               coordination with activities under this Agreement and the Systems
               Operations Agreement,

         .     review the timetables, work plans and staffing for each Sub-
               Project,

         .     review the scope of work in each Sub-Project,

         .     review Change Requests,

         .     review Project Problems.

         The Steering Committee will be structured as follows:

         3.6.1    The Program Managers will be members of the Steering
                  Committee. The Steering Committee will also include such other
                  individuals as DBS and LLC may appoint in their own reasonable
                  discretion so long as the total number of members does not
                  exceed 9; at least one third of the members in the Steering
                  Committee will be appointed by DBS. LLC will appoint the other
                  members. The parties anticipate that the composition of the
                  Steering Committee will be virtually identical with the
                  composition of the Steering Committee under the Systems
                  Operations Agreement, although this is not required.

         3.6.2    The composition of the Steering Committee on the execution
                  date of this Agreement is set forth in Schedule 3.6.2. Each
                  party may change its representatives in the Steering Committee
                  upon two week's written notice to the other party; provided,
                  however, that the Program Managers will always be members of
                  the Steering Committee.


                                                                            -13-

         3.6.3    The Steering Committee will meet (including by telephone or
                  video conference) whenever a meeting is called by a Program
                  Manager. Otherwise, the Steering Committee is completely free
                  in how it organizes its activities.

         3.6.4    The Steering Committee is only intended to promote the flow of
                  information between the parties. Thus, no issues will be
                  decided by a vote and the Steering Committee will not have any
                  authority to issue legally binding declarations on behalf of
                  any of the parties. Each party remains free to make its own
                  decisions on issues arising under the Project.

3.7      Escalation Committee. The parties will establish an "Escalation
         Committee" which will consist of CBOT's Chairman and Chief Executive
         Officer, the Chief Executive Officer of DBAG's Management Board
         (Vorsitzender des Vorstands), the Chairman of SWX and the Chief
         Executive Officer of DBS's Management Board. The purpose of the
         Escalation Committee is to discuss Project Problems which are not
         resolved after being referred to the Steering Committee (see, Clause
         7.4).

3.8      Subcontractors. Each party may engage third parties as subcontractors
         in connection with this Agreement. Subject to Clause 2.6, DBS and LLC
         must obtain the prior written consent of the other party prior to
         engaging a subcontractor if the annual remuneration to the
         subcontractor is anticipated to exceed EURO 500,000, which consent will
         not be unreasonably withheld. DBS or LLC, as the case may be, must
         obtain the other's written approval prior to engaging any subcontractor
         that may use or have access to, or allowing any previously engaged
         subcontractor to use or have access to, personal or private data of any
         person. A subcontractor who is a natural person is a "Freelancer". Each
         party will be liable for the performance of its subcontractors under
         ss. 278 German Civil Code. Each party must especially make sure that
         its subcontractors comply with all provisions of the Agreement relating
         to confidentiality and intellectual property rights (e.g., Sections 13,
         14 and 15), and each party must require each of its subcontractors to
         execute appropriate non-disclosure agreements consistent with the
         requirements of Section 15. DBS will use commercially reasonable
         efforts when hiring subcontractors to use local resources. DBS will
         also use commercially reasonable efforts to include provisions in
         contracts with subcontractors which will permit DBS to assign the
         subcontracts to members of the LLC Group or third parties who provide
         services to them after termination of this Agreement.

                                     (S) 4
                        Legal and Regulatory Environment

4.1      Compliance. DBS will build the Eurex Software so that it complies with
         legal and regulatory requirements (including the technical basis for
         each of the Exchanges to comply with the IOSCO Principles for the
         Oversight of Screen Based Trading Systems for Derivative Products to
         the extent that specific IOSCO Principles relate to functionality
         included in the Eurex Software) for the operation of the Exchanges in
         effect on the execution date of this Agreement. LLC is responsible


                                                                            -14-

         for informing DBS about these requirements and their impact on the
         functionality of the Eurex Software.

4.2      Other Standards.  LLC can require that the Project comply with other
         standards at any time during the Project by initiating the Change
         Request procedure.

4.3      Monitoring. LLC will monitor all changes in the legal and regulatory
         requirements and standards set forth in the preceding Clauses 4.1 and
         4.2. LLC will inform DBS without undue delay about any changes needed
         in the Eurex Software in order to comply with changes in such
         requirements and standards, and DBS will implement such changes without
         undue delay. The relevant Development Parties will bear the costs of
         any changes in the Project resulting from changes in the applicable
         legal and regulatory requirements and the standards designated by LLC
         that occur after the execution date of this Agreement.

4.4      Regulatory Audits.  DBS will grant reasonable access to its
         facilities, records and personnel to regulatory authorities for the
         purpose of auditing the Exchanges.


                                     (S) 5
                  Development Tools and Environment, Equipment

5.1      Tools. DBS will use various tools and methodology ("Tools") during the
         Project. DBS may modify the Tools or add and delete individual Tools in
         its free discretion at any time; provided, however, that no
         modification, addition or deletion will relieve DBS from any of its
         obligations hereunder or adversely affect the performance of the
         System. DBS represents that the development, use, operation and
         maintenance of any Deliverable which it supplies will not require the
         use of any Tool except to the extent expressly set forth in the
         respective Detailed Definitions. DBS will obtain the prior written
         consent of LLC prior to using any material Tool in the Project such as
         third party Tools or Tools which are commercialized by DBS ("Material
         Tool").

5.2      Use. DBS grants to the Ownership Parties a perpetual, irrevocable,
         world-wide, non-exclusive license (with the right to sublicense in
         connection with a sublicense of any part of the System) to use Tools
         which are reasonably necessary for the development, implementation,
         maintenance or use of the System even after termination of this
         Agreement. This license includes the right to sublicense for the
         purpose of developing, implementing, maintaining and using the System.
         If there are any Tools that are used for operation of the System, the
         Ownership Parties will have rights to such Tools under the Systems
         Operations Agreement. The license for currently used Tools is royalty
         free. Compensation for future Tools can be agreed. If DBS creates a
         Tool outside of the scope of this Agreement after this Agreement is
         signed, the use of such a Tool and the compensation for the license to
         the Tool (based on a reasonable contribution to the costs DBS incurs in
         developing the Tool) must be set forth in the corresponding Change
         Request. The Ownership Parties have the right to approve the proposed
         use of any Tool by executing such Change Request. If use of a Tool
         requires the consent of a third party from whom DBS has


                                                                            -15-

         obtained the Tool, at the request of any member of the LLC Group, DBS
         will use its best efforts to obtain the consent at favorable
         conditions, and the relevant member of the LLC Group will bear any
         additional costs for obtaining the right to use the Tool (e.g.,
         additional license fees to the third party).

5.3      Reliance. The LLC Group is relying on DBS's technical expertise to
         select and use Tools that are appropriate and sufficient for the
         completion of the Project. DBS grants no other warranty with regard to
         Tools. LLC, its subcontractors and the other parties to this Agreement
         will be given the opportunity to examine Tools prior to using them and
         will acquire the use of Tools "as is" unless a third party has provided
         a greater warranty, in which case the warranty will be assigned to LLC
         or, if not assignable, DBS will exercise any warranty rights against
         the third party for the account of LLC.

5.4      Location. DBS will perform most of the development work for the System
         in its own facilities in Frankfurt am Main, and DBS will own the
         development environment in Frankfurt am Main.

5.5      Advice. To the extent a member of the LLC Group purchases its own
         equipment (including hardware, software, telecommunications materials,
         and anything else relating to the System), DBS will recommend
         appropriate equipment to LLC based on a Change Request and based on
         information received from LLC and information developed during the
         course of the Project. DBS will make its recommendations based on its
         reasonable assessment of the Project's requirements. DBS assumes no
         liability, however, for any defect in the equipment purchased. All
         responsibility for purchasing the equipment and the risks associated
         with any defect in such equipment will be borne by the purchaser. Each
         member of the LLC Group is relying on DBS's technical expertise in
         recommending equipment that is appropriate for such member's use of the
         equipment in connection with the System.

5.6      Commissions. When making a recommendation about equipment which LLC or
         one of the other parties should purchase, DBS will disclose to LLC or
         the relevant other parties any commissions to which DBS might be
         entitled from a third party supplier of the equipment for having made
         the recommendation. DBS will pass the benefit of such commissions
         actually received from a supplier to the purchaser. The amount of the
         benefit in EURO will be calculated without interest and, if applicable,
         converted to EURO at the reference exchange rate of the foreign
         currency, quoted by the European Central Bank, in which the commission
         is received on the first business day in Frankfurt/Main following
         receipt of the commission; if the European Central Bank does not set a
         reference exchange rate for the foreign currency, the applicable
         exchange rate will be the rate for the purchase of EURO quoted by the
         Deutsche Bank AG, Frankfurt am Main.


                                                                            -16-

                                     (S) 6
                                     Scope

6.1      Scope. The scope of work in the Project will be defined in Schedules
         2.2.1 and 2.2.2 and the Change Requests, as refined in appropriate
         document Deliverables once such Deliverables have been Signed Off (see,
         Section 8). The LLC Group is relying on DBS's technical expertise to
         define the scope of the Project and each Sub-Project based on the
         functionality requested by the LLC Group. DBS is responsible for any
         decisions it makes concerning the technology built into the System.

6.2      Alternative Solutions. The parties recognize that there may be various
         solutions to a specific aspect of the Project (including the technology
         built into the System). DBS will propose solutions which it reasonably
         believes will best meet the needs of the LLC Group while complying with
         the defined scope of work. If LLC rejects a proposed solution that
         meets all of the requirements of this Agreement in favor of an
         alternative, DBS will inform LLC in writing within two weeks of receipt
         of the alternative proposal about any anticipated increased costs or
         delay and, if appropriate, additional resources which are required, as
         well as all anticipated problems with the solution selected by LLC such
         as impact on service levels. If the parties cannot reach agreement
         either at the operational level or after discussing the matter in the
         Steering Committee, LLC can insist on its alternative solution. In this
         event, DBS will be obliged to perform the work on the alternative
         solution once a corresponding Change Request, in which LLC agrees to
         compensate DBS for such work in accordance with the then-applicable DBS
         Catalogue of Prices (see, Clause 9.2), has been signed by LLC. The
         obligation of DBS to perform work under such a Change Request is
         subject to the condition precedent that DBS has reasonable access to
         the additional resources set forth in the notice submitted to LLC under
         sentence 3. Notwithstanding LLC's insistence on its alternative
         solution, DBS remains responsible pursuant to Clause 3.1 for the
         successful completion of work under this Agreement.

                                     (S) 7
                                Project Problems

7.1      Notification. LLC and DBS can notify each other at any time in writing
         about a "Project Problem". A Project Problem is (i) an alleged failure
         of a party to perform its obligations, (ii) a disagreement about
         whether requested work or material is within the scope of the Project,
         or (iii) any circumstance, whether or not within the control of the
         parties, which adversely affects performance under this Agreement
         within the agreed time and budget.

7.2      Timeliness. LLC and DBS will inform each other about a Project Problem
         without undue delay after becoming aware of it. If documentary evidence
         clearly shows that a party was aware of a Project Problem or should
         have been aware of the Project Problem exercising a highly professional
         standard of care, and the party failed to inform the other party within
         two weeks of becoming aware or when it should have become aware, the
         party who raises the Project Problem cannot assert any claims or other
         rights against the other party resulting from the Project Problem


                                                                            -17-

         prior to notification, but the party raising the Project Problem can
         require the other party to correct the Project Problem without undue
         delay.

7.3      Content. LLC and DBS must notify each other of a Project Problem in a
         written "Problem Report" which at a minimum contains sufficient
         information (to the extent reasonably available to the notifying party)
         under the following headings to reasonably evaluate the Project
         Problem:

         .     description of the Project Problem including a designation of
               those parts of the Project affected by the Project Problem,

         .     estimated impact on timing and costs,

         .     proposal for corrective action,

         .     description of the resources needed for the corrective action,

         .     proposal for allocation of costs resulting from the Project
               Problem and the corrective measures.

         A Problem Report only needs to be signed by one Program Manager of the
         party submitting the Problem Report. If a Project Problem relates only
         to an instruction which a Development Party has issued under Clause
         3.2, the Development Party itself can sign a Problem Report.

7.4      Resolution. If the Program Managers cannot resolve a Project Problem
         within two weeks after a Problem Report has been submitted, either LLC
         or DBS (or a Development Party in the case of a Project Problem
         relating only to an instruction under Clause 3.2) can refer the Project
         Problem to the Steering Committee for further discussion and
         resolution; the Steering Committee cannot impose a resolution of a
         Project Problem on a party without the approval of the party's
         representative(s) in the Steering Committee. If this does not result in
         a resolution of the Project Problem within two weeks of such referral,
         any Program Manager can refer the Project Problem to the Escalation
         Committee (see, Clause 3.7 above); the Escalation Committee cannot
         impose a resolution of a Project Problem on a party without the party's
         consent. If any Program Manager notifies the others in writing that the
         Project Problem is urgent, the two week period for referral to the
         Steering Committee or the Escalation Committee will not apply; i.e.,
         the Project Problem can be referred immediately.

7.5      Continued Performance.  Pending resolution of a Project Problem
         (including through arbitration) involving an allegation of improper
         performance on the part of DBS, LLC and any other party obliged to make
         payments to DBS under a Schedule or a Change Request must continue to
         make payments on DBS's invoices equal to (i) the amounts owed for work
         not materially affected by the alleged improper performance, and (ii)
         75% of the other invoiced amounts. DBS cannot suspend performance,
         pending resolution of a Project Problem. However, if LLC or any other
         party fails to


                                                                            -18-

         comply with their obligation under the first sentence of this Clause,
         DBS can suspend its performance subject to the following:

         a.       If a Development Party has suspended payment only under a
                  Change Request agreed with regard to an instruction the
                  Development Party issued under Clause 3.2, DBS can only
                  suspend performance of its work under that Change Request.

         b.       If a Development Party has suspended payment of its portion of
                  a Sub-Project Price, DBS will notify LLC. If the suspended
                  payment is in excess of what the Development Party is
                  permitted to suspend under the first sentence of this Clause
                  7.5, DBS can suspend its performance under the Sub-Project
                  unless the other Development Parties pay the excess suspended
                  amounts owed by the first Development Party within two weeks
                  after the LLC has received the notice under the preceding
                  sentence.

         For so long as DBS is an Affiliate of DBAG, the above right of DBS to
         suspend performance if payment is suspended does not exist if DBAG is
         the Development Party which suspended payment. Under no circumstances
         will DBS suspend performance except as permitted under this Clause 7.5.

7.6      Record.  If the parties resolve a Project Problem without arbitration,
         the parties will record the resolution in writing.

7.7      Unilateral Action. DBS will maintain a critical path schedule which
         reasonably defines critical components which, if delayed, will have a
         significant impact on the time for completion of any significant
         Deliverable. Schedule 2.2.1 and Clause 2.2.1 contain the critical path
         schedule governing the development and implementation of JV Release
         1.0. The parties recognize, however, that the schedule may not be all
         inclusive. In the event of an actual delay or a delay in complying with
         the critical path schedule which DBS should reasonably anticipate, DBS
         must inform LLC in reasonable detail about such problems and the
         corrective procedures (including the time needed for correction)
         without undue delay using the Project Problem report procedure. In an
         emergency situation, DBS can take unilateral action to mitigate the
         emergency and inform LLC without undue delay afterwards.

7.8      No Waiver.  Compliance with the Project Problem procedure does not
         waive any substantive rights or remedies under this Agreement.

                                     (S) 8
                                 Quality Control

8.1      Deliverables Sign-Off. LLC and DBS will submit Deliverables to the
         other party for "Sign-Off" using a Sign-Off Form (the format of which
         DBS and LLC will agree without undue delay). Sign-Off on a Deliverable
         or Sub-Project does not constitute acceptance or part acceptance of


                                                                            -19-

         such Deliverable or Sub-Project. The party receiving a Deliverable will
         sign and return the Sign-Off Form or a Deficiency Report (in a form
         which DBS and LLC will agree without undue delay). LLC will examine the
         Deliverables for any discrepancies between the required functionality
         and other characteristics of the Deliverable required by this Agreement
         and the actual functionality and other characteristics of the
         Deliverable as submitted ("Deviations"). LLC is under no obligation to
         examine the technical solutions contained in the Deliverables. The
         Deficiency Report will contain a detailed description of any
         Deviations. A Deficiency Report requires the signature of only one of
         the LLC's Program Managers; an LLC Sign-Off requires the signatures of
         both Program Managers. The party responsible for the Deliverable will
         correct the Deviations without undue delay and resubmit the
         Deliverable. Subject to Clause 8.2, this process will be repeated until
         all Deviations have been corrected. Failure to submit the Sign-Off Form
         or a Deficiency Report within two weeks of receipt of the Deliverable
         will constitute Sign-Off.

8.2      Repeat Attempts. If DBS fails to correct a Deviation listed in a
         Deficiency Report (provided pursuant to Clause 8.1 or 8.4) on the first
         try, DBS will not be entitled to charge for further work required to
         correct the Deviation. Notwithstanding the foregoing, DBS will not
         charge any additional fee for any work required to correct a Deviation
         in a Deliverable to the extent that the Development Parties are paying
         a fixed fee for such Deliverable. Should DBS fail to cure a Deviation
         within a reasonable time, the members of the LLC Group may subcontract
         the work to a third party(without going through the procedures in
         Clause 2.6), and DBS will return any remuneration already received for
         the Deliverable to the extent that the DBS work cannot reasonably be
         used. DBS will cooperate with the new subcontractor. The liability of
         DBS to make payments under this Clause 8.2 is limited to the amount
         which DBS received for the corresponding work.

8.3      No Deviation. If an alleged Deviation described in a Deficiency Report
         is found not to exist and if the alleged Deviation instead constitutes
         a change in the scope of the Deliverable, the party responsible for the
         Deliverable will notify the receiving party accordingly, and the
         receiving party can then initiate the Change Request procedure. If LLC
         and DBS disagree about the existence of a Deviation and the
         disagreement is not resolved by the respective Project Managers, either
         DBS or LLC can initiate the Problem Report procedure.

8.4      Sub-Project Acceptance. DBS will notify LLC that a Sub-Project is ready
         for Acceptance after LLC has Signed Off on all of the Deliverables for
         the Sub-Project pursuant to Clause 8.1 and DBS has successfully
         completed testing, unless otherwise agreed. LLC will have the right to
         test (in accordance with the Test Procedures applicable to the Sub-
         Project) all of the Deliverables and the Sub-Project as a whole, and in
         combination with any other systems, software or hardware with which the
         Deliverables are intended to be used. In particular, LLC will have the
         right to test the Eurex Software as provided in the Systems Operations
         Agreement. In accordance with Clauses 8.4.1 through 8.4.3, LLC will
         either sign a Sub-Project Acceptance Form or a Deficiency Report.


                                                                            -20-

         8.4.1   When LLC submits a Deficiency Report in connection with a
                 Sub-Project Acceptance, in addition to the detailed
                 description of any Deviation, LLC will classify the Deviation
                 as follows:

                 Class 1: The Deviation would prevent the Sub-Project as a whole
                          from operating or would have such an impact on the
                          operation of the Sub-Project that its use in
                          production would not be commercially viable.

                 Class 2: The Deviation would have a materially detrimental
                          impact on the operation of the Sub-Project as a whole,
                          although the Sub-Project could still be used in
                          production in a commercially viable manner, if
                          necessary with reasonable work-around efforts. If a
                          combination of Class 2 and Class 3 Deviations would
                          prevent the Sub-Project as a whole from being used in
                          a commercially viable manner, the combination of Class
                          2 and Class 3 Deviations constitutes a Class 1
                          Deviation.

                 Class 3: These are any other Deviations. If a combination of
                          Class 3 Deviations would prevent the Sub-Project as a
                          whole from operating or would have such an impact on
                          the operation that their use in production would not
                          be commercially viable, the combination of Class 3
                          Deviations constitutes a Class 1 Deviation. If a
                          combination of Class 3 Deviations would have a
                          materially detrimental impact on the operation of the
                          Sub-Project as a whole, although they could still be
                          used in production in a commercially viable manner, if
                          necessary with workarounds, the combination of Class 3
                          Deviations constitutes a Class 2 Deviation.

         8.4.2    If LLC classifies a Deviation as a Class 1 Deviation during
                  the Test Procedure, LLC can cancel or interrupt the Test
                  Procedure and require DBS to reexamine the Sub-Project and
                  correct the Deviation and any other Deviations which were
                  already identified as soon as possible using its best efforts
                  prior to resubmitting the Sub-Project for the Test Procedure.
                  If LLC classifies a Deviation as a Class 2 Deviation during
                  the Test Procedure, the Test Procedure will continue to the
                  extent reasonably feasible, and DBS will correct the Deviation
                  and any other Deviations which were already identified as soon
                  as possible using its best efforts. LLC must only accept the
                  Sub-Project as a whole after conclusion of the Test Procedures
                  when all Class 1 Deviations have been corrected.

         8.4.3    After conclusion of the Test Procedure, LLC is not entitled to
                  refuse Sub-Project Acceptance due to Class 2 or Class 3
                  Deviations. However, DBS must correct the Class 2 and Class 3
                  Deviations without undue delay after they have been reported.

         Failure to submit the Sub-Project Acceptance Form or a Deficiency
         Report within two weeks after the Test Procedures have been concluded
         constitutes Acceptance of the Sub-Project. Clauses


                                                                            -21-

         8.2 and 8.3 apply mutatis mutandis. Sub-Project Acceptance under this
         Agreement will not prejudice the rights of LLC under acceptance
         procedures pursuant to the Systems Operations Agreement. If LLC and DBS
         disagree about the classification of a Deviation and the disagreement
         is not resolved by the respective Project Managers, either DBS or LLC
         can initiate the Problem Report procedures.

8.5      Services.  Services, which are not part of any Deliverable (i.e.,
         training services), are not subject to the Sign-Off procedures; rather,
         LLC or DBS can register complaints on a Deficiency Report if they are
         dissatisfied with a Service.

         8.5.1    Complaint.  During the performance of Services any
                  deficiencies must be submitted in writing to the party
                  providing the Services. If documentary evidence clearly shows
                  that a party receiving the Service was aware of a deficiency
                  in the Service or should have been aware of the deficiency in
                  the Service exercising a highly professional standard of care,
                  and that party fails to inform the other party within two
                  weeks of becoming aware, the party receiving the Service
                  cannot assert any claims or other rights against the other
                  party resulting from the deficiency in the Service prior to
                  notification, but the party receiving the Service can require
                  the other party to correct the deficiency in the Service
                  without undue delay. The party rendering the Service must
                  correct the deficiency at its expense.

         8.5.2    Completion. Upon completion of Services, the party providing
                  the Services will inform the other party that the Services
                  have been completed using the Services Completion Notice form
                  (the format of which DBS and LLC will agree without undue
                  delay). Unless the party receiving the Services submits a
                  Deficiency Report within two weeks after receipt of the
                  Completion Notice, the Services will be deemed to have been
                  properly performed.

                                     (S) 9
           Project Price, Payment, Guarantee, Performance Guarantee

9.1      Project Price. Schedules 2.2.1 and 2.2.2 and the Change Requests for
         each Sub-Project will specify the prices ("Project Prices"),
         reimbursable expense categories and payment schedules. The Development
         Parties will only reimburse DBS for those categories of expenses
         identified in the Schedules and Change Requests and only to the extent
         the expenses are reasonable and documented. LLC, at its free
         discretion, can notify DBS that DBS must obtain the approval of only
         one LLC Program Manager before incurring an expense above a specified
         limit unless agreed otherwise in a Change Request.

9.2      Time and Materials. If this Agreement or a Schedule or a Change
         Request does not specify a Project Price or specifies that charges will
         be on a time and materials basis, DBS will charge on a time and
         materials basis according to the DBS Catalogue of Prices. The current
         version of the DBS Catalogue of Prices for the CBOT Group is attached
         as Schedule 9.2a. The current German version of the DBS Catalogue of
         Prices for the Eurex Group is attached as Schedule 9.2b. The


                                                                            -22-

         prices in Schedule 9.2a are comparable to the prices that DBS charges
         the Eurex Group for the services rendered under the Consulting
         Agreements and will, when adjusted as provided below, correspond to
         general, competitive market rates and will not unduly favor DBS as a
         subsidiary of DBAG.

         9.2.1    LLC and DBS will commence negotiations on a reasonable
                  adjustment of the prices in a future Schedule 9.2 (which will
                  apply to both the CBOT Group and the Eurex Group) on 1
                  September of each year during the Project. During the term of
                  this Agreement the rates for personnel should only be adjusted
                  in accordance with the changes in general rates for comparable
                  personnel in the information technology industry in the
                  country where the work is performed, and in any case by no
                  more than [**] in any year compared to the previous year's
                  rates. The prices for leased lines, hardware and other non-
                  personnel items will be adjusted up or down corresponding to
                  market prices. If LLC and DBS have not agreed on new prices by
                  31 October, either of them can initiate the Project Problem
                  procedures. The adjusted prices will apply for the next
                  calendar year. However, the negotiations commencing on 1
                  September 2000 will also deal with a [**] adjustment of
                  Schedule 9.2a with regard to the prices for the period from 1
                  September 2000 through 31 December 2000. The parties can also
                  agree on fixed prices for Deliverables. DBS will use
                  commercially reasonable efforts to perform work which is
                  charged on a time and materials basis in a cost efficient
                  manner.

         9.2.2    The parties anticipate that DBS will be able to realize
                  synergies during the course of the Project, for example, by
                  permitting parts of the System to be shared by members of the
                  LLC Group or used for the benefit of third parties (e.g.,
                  joint use of Access Points) or by designing the System or
                  parts thereof to allow the members of the LLC Group to share
                  costs. The parties will take resulting cost savings into
                  account when negotiating adjustments of Schedule 9.2 under
                  Clause 9.2.1.

9.3      Invoices. DBS will send invoices directly to the Development Parties
         for all Project Price payments and will provide a copy of all invoices
         to LLC. Unless otherwise directed by the LLC in writing prior to
         issuing an invoice, DBS will allocate the charges among the Development
         Parties as set forth in Clause 9.6. Each invoice will set forth the
         total charges due and the amount of such charges allocated to each
         Development Party. Each invoice will be also include supporting
         information for the specific line items which are charged. LLC can
         conduct an audit of DBS records to the extent reasonably required to
         confirm the accuracy of the invoiced amounts (e.g., reviewing
         timesheets, travel expense reports).

9.4      VAT, Tax Laws. The Project Prices are net of any Value Added Tax or
         withholding taxes. The Development Parties will pay any Value Added Tax
         or withholding taxes assessed on payments they make to DBS. Under
         current German law and proposed tax legislation, no member of the LLC
         Group will be liable for German VAT. If tax laws change after the
         execution of this Agreement so that any member of the LLC Group is
         required to pay any new non-refundable


                                                                            -23-

         taxes to a tax authority on payments made to DBS under this Agreement,
         any member of the LLC Group can require the other parties to commence
         negotiations on an adjustment of this Agreement in order to minimize
         the tax detriment to the members of the LLC Group. No party is under an
         obligation to accept an adjustment which would have a materially
         detrimental financial impact on it or one of its Affiliates. If the
         parties do not agree on an adjustment within two months of receipt of
         the request to commence negotiations, a party for which there would be
         a materially detrimental financial impact on itself or one of its
         Affiliates can terminate this Agreement by written notice effective at
         the end of the calendar month following the month in which the notice
         is given. DBS will not charge early termination penalties to LLC or the
         Development Parties pursuant to Clause 18.2 or otherwise in this case,
         but DBS will charge for its efforts to wind down the work under this
         Agreement or transfer the work to one or more of the other parties or
         to a third party on a time and materials basis.

         Prior to receiving any payment which may be subject to United States
         withholding taxes from any party pursuant to this Agreement, DBS shall
         confirm in writing that such payment is not subject to withholding
         taxes or deliver to such party two original copies of Internal Revenue
         Service Form W-8ECI (or any successor forms), accurately completed and
         duly executed by DBS, together with any other certificate or statement
         of exemption required under the Internal Revenue Code or the
         regulations issued thereunder to establish that DBS is not subject to
         deduction or withholding of United States federal income tax with
         respect to such payments. DBS hereby agrees, from time to time after
         the initial delivery by DBS of such confirmation, forms, certificates
         or other evidence whenever a lapse in time or change in circumstances
         renders such forms, certificates or other evidence obsolete or
         inaccurate in any material respect, to deliver to the respective party
         a reconfirmation that such payment are not subject to withholding tax
         or two new original copies of Internal Revenue Service Form W-8ECI (or
         any successor forms) accurately completed and duly executed by DBS,
         together with any other certificate or statement of exemption required
         under the Internal Revenue Code or the regulations issued thereunder to
         confirm or to establish that DBS is not subject to deduction or
         withholding of United States federal income tax with respect any such
         payments. Notwithstanding Section 9.4, the relevant Project Prices
         shall be paid net of any U.S. withholding tax caused by the failure of
         DBS to provide the applicable party such forms, certificates or other
         evidence.

9.5      Payments. All payments are due within one month of receipt of an
         undisputed invoice and are not subject to any deductions for prompt
         payment (Skonto). All payments will be made free of bank charges or
         other deductions to an account which DBS specifies in writing to LLC.

9.6      Guarantee. The Development Parties, as severally and not jointly liable
         debtors only, are responsible for their respective portions of charges
         under this Section 9. The Development Parties guarantee, as severally
         and not jointly liable debtors only, all of the liabilities of LLC to
         DBS under this Agreement; the responsibility of the Development Parties
         under this sentence will be allocated 50 % to CBOT, 40% to DBAG and
         10% to SWX except with respect to Change Requests relating to Eurex
         Release 4.1 and unless the Schedules and/or Change Requests


                                                                            -24-

         provide otherwise or LLC informs DBS otherwise in writing prior to DBS
         filing a claim in arbitration. CBOT guarantees all liabilities of any
         member of the CBOT Group owed to DBS. DBAG guarantees 80% and SWX
         guarantees 20% of any liability owed by a member of the Eurex Group to
         DBS, including Change Requests relating to Eurex 4.1 unless otherwise
         provided in such Change Requests. These guarantees constitute
         independent guarantees (selbstschuldnerische Burgschaft). Unless LLC
         and DBS agree otherwise in writing, LLC will not be responsible (either
         as debtor or guarantor) for any charges or expenses under this Section
         9 of this Agreement.

9.7      Performance Guarantee. At the request of LLC, DBS will provide a bank
         guarantee from the Deutsche Bank AG, Frankfurt am Main, in the amount
         of [**] for the benefit of the Development Parties as security for the
         Performance Credits under Schedule 2.2.1(a). The bank guarantee will be
         payable upon first written demand of both of LLC's Program Managers
         stating that LLC has not accepted JV Release 1.0 by the date on which
         the demand has been submitted due to the presence of a Class 1
         Deviation. The demand can only be submitted after the date on which JV
         Release 1.0 is scheduled to be placed in production (as of the signing
         date of this Agreement, 25 August 2000). The guarantee will be held by
         LLC and will be returned to DBS upon Final Acceptance of JV Release
         1.0. The Development Parties will bear all bank charges for issuing the
         guarantee.

                                    (S) 10
                                   Warranties

10.1     Exclusion. Except as set forth in Clause 10.3, all claims under
         warranty (Gewahrleistungsanspruche) against DBS for any defects in a
         Deliverable included or used in the Eurex Software that arise after
         LLC's Final Acceptance of a Sub-Project are excluded. However, if DBS
         has a claim under warranty or for any other reason against any
         subcontractor or other third party related to any Deliverable, DBS will
         inform LLC about the claim and, at the request of LLC, assign the claim
         to LLC or assert the claim for the account of LLC.

10.2     Subsequent Sub-Projects. For other Sub-Projects, LLC and DBS will
         negotiate in good faith the terms and conditions of any warranties
         (other than those set forth in Clause 10.3) for the Deliverables
         provided under such Sub-Project. DBS will also be obligated to assert
         warranty claims against subcontractors and third parties as set forth
         in the last sentence of Clause 10.1.

10.3     General Warranties. DBS represents and warrants to each member of the
         LLC Group that: (i) the Ownership Parties will be the sole and
         exclusive owners of all right, title and interest in and to, and free
         of all liens, claims or other encumbrances, all Deliverables and the
         Client Proprietary Rights; (ii) each Deliverable will be free from all
         viruses, worms, trojan horses, cancelbots and other contaminants
         including, without limitation, any codes or instructions that can be
         used to access, modify, delete or damage any data files or other
         computer programs used by any member of the LLC Group; and (iii) the
         Deliverables and the Client Proprietary Rights do not, and will not,
         infringe, misappropriate or otherwise violate any Proprietary Right of
         any third party (the exclusive


                                                                            -25-

         remedies for this last warranty (iii) are set forth in Section 14).
         These general warranties apply to standard third party software (e.g.,
         standard Microsoft products) only to the extent that DBS has
         corresponding warranties from the third party.

                                    (S) 11
                             Limitation of Liability

11.1     Conduct. DBS will be fully liable (including consequential damages) to
         each member of the LLC Group to the extent DBS's intentional misconduct
         or gross negligence causes or results in any damages or harm to such
         member. Each member of the LLC Group will be fully liable (including
         consequential damages) to DBS to the extent such member's intentional
         misconduct or gross negligence causes or results in any damages or harm
         to DBS; the other members of the LLC Group are not liable for such
         member's intentional misconduct or gross negligence. However, if LLC
         itself commits intentional misconduct or gross negligence, the
         Development Parties are liable as several and not joint guarantors
         under Clause 9.6. If DBS, on the one hand, or any member of the LLC
         Group, on the other hand, notifies the other that it has failed to
         properly perform an obligation, even if the failure was without fault,
         and the notified party fails to cure the failure within a reasonable
         period, the notified party will be liable as set forth above.

11.2     Limitation of Liability. This Agreement (including Schedules and Change
         Requests) contains provisions on liability which apply exclusively in
         specified circumstances (e.g., Performance Credits). To the extent that
         a specific provision does not exist and a party, as a result of
         negligent conduct (including minor negligence) other than gross
         negligence, materially breaches a contractual obligation, that party
         will be liable for the harm suffered by the other parties, except for
         consequential damages.

         11.2.1   The total liability of each of DBS, on the one hand, and the
                  LLC Group taken as a whole, on the other hand, for violations
                  of its obligations under this Agreement and the Systems
                  Operations Agreement is limited to [**] per calendar year.
                  This limit also applies to claims arising under provisions on
                  liability which apply exclusively in specific circumstances
                  (e.g. Performance Credits). This Clause 11.2.1 does not apply
                  to claims under Sections 13, 14 and 16 and Clauses 10.3 and
                  11.1.

         11.2.2   If more than one party asserts claims against DBS in excess of
                  this limit in any year, the claims will rank pari passu; if
                  DBS has already paid claims up to this limit in any year, any
                  additional claims can only be satisfied by an arrangement
                  among the members of the LLC Group.

         11.2.3   If DBS, on the one hand, or any member of the LLC Group, on
                  the other hand, violates its obligations under this Agreement
                  and the Systems Operations Agreement to the extent that the
                  other party would have claims against the violating party in
                  excess of [**] in any calendar year but for Clause 11.2.1, the
                  party whose claim is limited by Clause


                                                                            -26-

                  11.2.1 can terminate its participation in this Agreement
                  pursuant to Clause 18.1 within one month after notifying the
                  other party in writing of the claim and the amount in excess
                  of [**] ("Claim"). A party which receives notice of the Claim
                  under this Clause 11.2.3 can cancel the effect of the notice
                  of termination by paying to the terminating party the excess
                  amount stated by the terminating party in its notice under the
                  first sentence of this Clause 11.2.3 within one week of
                  receiving the notice of termination; such payment does not
                  prejudice the rights of any of the parties under the Project
                  Problem procedures or in arbitration.

11.3     Recourse. Except for claims which DBS may assert directly against the
         Development Parties as set forth in Clause 9.6, DBS can assert claims
         under this Agreement only against the relevant member of the LLC Group.
         Any party can assert claims directly against DBS in accordance with
         this Agreement. DBS hereby consents to the assignment of any claim LLC
         may have against DBS on behalf of a member of the LLC Group and such
         member of the LLC Group may enforce such claim directly, in its own
         name and on its own behalf, against DBS. The preceding sentences in
         this Clause 11.3 do not, however, prevent any party from applying for
         preliminary injunctive relief directly against any other party.

11.4     Insurance. The limits on liability in Clause 11.2 do not apply to the
         extent that a party maintains insurance policies which would provide
         coverage in excess of the limits on liability. The parties will inform
         each other about current and future insurance policies which provide
         coverage in excess of the limits in Clause 11.2. At the request of LLC,
         DBS will have members in the LLC Group named as additional
         beneficiaries under existing insurance policies; LLC will bear any
         additional costs. DBS will conclude future insurance policies giving
         coverage in excess of the limits in Clause 11.2 upon receiving
         corresponding instructions from LLC and an undertaking by LLC or the
         Development Parties to reimburse DBS for the corresponding insurance
         premiums. LLC can determine the insurer, the beneficiaries and other
         aspects of the insurance policies.

                                    (S) 12
                                    Personnel

12.1     Qualifications. DBS will only assign personnel to the Project who are
         suitably qualified for the performance of DBS's obligations under the
         Project. LLC will only assign personnel to the Project who have
         sufficient knowledge of the aspects of the relevant business,
         functional requirements, practices and areas of expertise in order to
         provide efficient cooperation with DBS in performing the work under the
         Change Requests.

12.2     Key Personnel. Set forth in Schedule 12.2 is a list of each party's
         "Key Personnel". No party will remove its Key Personnel from the
         Project without obtaining the prior written consent of the other party,
         which consent will not be unreasonably withheld. If one of the Key
         Personnel leaves the employment of a party or is otherwise prevented
         from continuing work on the Project, the party will replace the Key
         Person without undue delay with another individual who is appropriately
         qualified


                                                                            -27-

         upon receiving the consent of the other party, which consent will not
         be unreasonably withheld. For each Sub-Project outside of Schedules
         2.2.1 and 2.2.2, DBS and LLC will provide a list of Key Personnel in an
         appropriate Schedule.

12.3     Transfer. DBS and LLC can require at any time that an individual
         assigned to the Project be transferred to another part of the Project
         or be removed from the Project if such request is based on plausible
         reasons and not purely arbitrary. In the case of Key Personnel, such a
         demand is only permissible if the demanding party can provide clear and
         convincing evidence that the continued presence of the individual will
         endanger the successful completion of the work for which the individual
         is responsible. All demands for transfer or removal must be in writing
         and must state the reasons for the demand; in the case of Key Personnel
         the evidence must be attached to the demand. The other party must
         comply with the request within two weeks and provide a suitable
         replacement without undue delay or deliver a Problem Report to the
         demanding party.

                                    (S) 13
                               Proprietary Rights

13.1     Ownership.  Eurex 4.0 will be the basis for the development of JV
         Release 1.0.


         As between DBS, on the one hand, and the Ownership Parties, on the
         other hand, the Ownership Parties will own all rights, title and
         interest in and to all Deliverables, including the Eurex Software and,
         in accordance with Clauses 5.1 and 5.2, Tools and all rights related
         thereto (the "Client Proprietary Rights"). As among the Ownership
         Parties, ownership of the Client Proprietary Rights will be determined
         as set forth in the Alliance Agreement and the Software License
         Agreement.

13.2     Assignment. DBS will cause its Freelancers and subcontractors to issue
         letters corresponding to Schedule 13.2 for the benefit of the Ownership
         Parties. DBS hereby assigns to the Ownership Parties all of DBS's
         rights in the Client Proprietary Rights as follows:

         The Ownership Parties will each individually own, and have all title in
         and to, the Client Proprietary Rights. DBS, at the Ownership Parties'
         expense, will take such steps as are reasonably required by the
         Ownership Parties to vest and perfect such Client Proprietary Rights in
         the Ownership Parties or their designees. DBS hereby grants to the
         Ownership Parties the irrevocable, perpetual, royalty free, world wide,
         exclusive and transferable right in the Client Proprietary Rights to
         use the same individually for all purposes in any way and form and
         without temporal or geographic limitation.

         Without limiting the generality of the foregoing, DBS hereby grants to
         each of the Ownership Parties the irrevocable, exclusive and
         transferable right to copy the Client Proprietary Rights, to publish,
         license and distribute the Client Proprietary Rights, or any portions
         thereof, under any name and to adapt them, to create derivative works
         of the Client Proprietary Rights, to translate the Client Proprietary
         Rights and to publish such adaptations, derivative works and/or
         translations


                                                                            -28-

         of the Client Proprietary Rights, to transmit or broadcast and make
         available the Client Proprietary Rights in any interactive way and to
         rent the Client Proprietary Rights to third parties. DBS agrees that
         the respective Ownership Parties are regarded as the makers of any of
         their respective databases (i.e., the databases relating to the
         Ownership Parties' respective markets and members) and that the
         Ownership Parties own all economic exploitation rights and that each of
         them separately may reproduce, distribute and communicate to the public
         any such database in part or in total. The Ownership Parties are
         entitled to grant licenses in all of the above-mentioned Rights.

         As regards the moral rights in the Client Proprietary Rights, DBS
         acknowledges that it is responsible for assuring that the Ownership
         Parties are entitled to (i) the undisturbed use of the Client
         Proprietary Rights and (ii) in particular and without limitation
         hereto, to exercise (on a co-ownership basis) for the relevant author
         the right of dissemination, the right of recognition of authorship, the
         right to prevent distortions of the work, the right to decide whether
         the work should bear the author's designation, the right of access to
         copies of the work and the revocation rights for the Client Proprietary
         Rights. If in the context of the undisturbed use of these rights by the
         Ownership Parties a dispute arises between an author, on the one side,
         and the Ownership Parties, on the other side, then DBS will instruct
         its subcontractors to make sure that the author will exercise its moral
         rights as directed by the Ownership Parties.

         Nothing herein will preclude any Ownership Party from developing for
         itself or for others materials which are derived from those produced in
         creating the Client Proprietary Rights.

13.3     DBS Rights. DBS will be the sole and original owner of, and will have
         the sole and exclusive title in and to: (i) the Pre-Existing
         Proprietary Rights, and (ii) any Proprietary Rights that DBS develops
         after the Effective Date that DBS can clearly establish are outside the
         scope of any work performed under this Agreement and that are not
         necessary for the operation or maintenance of the Eurex Software
         (collectively, the "DBS Proprietary Rights"). Except to the extent DBS
         obtains LLC's prior written approval, DBS may not include or use any
         Pre-Existing Proprietary Rights in any Deliverable or Sub-Project. DBS
         acknowledges and agrees that it is precluded from developing for itself
         or for others materials that are derived from any Deliverable or
         Sub-Project, and DBS disclaims any Rights to the Eurex Software.
         However, subject to the confidentiality obligations of DBS to the LLC
         Group hereunder, this restriction will not preclude DBS from using
         general concepts, know-how and ideas used or developed in the course of
         performing its obligations under this Agreement.

13.4     Source Code; Documentation. To the extent included or used in any
         Deliverable developed or provided by DBS hereunder, DBS will deliver to
         LLC and each Ownership Party the source code version of any computer
         software, and documentation sufficient to enable the use, operation,
         modification and maintenance of such computer software. The source code
         will be delivered by providing each recipient with a CD-ROM or
         equivalent storage medium on which the source code


                                                                            -29-

         is stored. The documentation will be delivered by providing on a CD-ROM
         or equivalent storage medium on which the source code is stored.

                                    (S) 14
                       Infringement of Third Party Rights

14.1     By DBS. DBS will indemnify, defend and hold each of the members of LLC
         Group harmless for all losses, damages, expenses and costs (excluding
         the consequential damages of the other parties to this Agreement except
         in the case of intentional misconduct or gross negligence on the part
         of DBS) related to or arising from all claims asserted by third parties
         against any one or more members of the LLC Group relating to the System
         or operation of the System, any Deliverables, any Client Proprietary
         Rights or anything else developed by or for DBS under this Agreement in
         which the third parties allege violations of intellectual property
         rights or of similar rights (e.g., under laws against unfair
         competition).

14.2     Notice. Each member of the LLC Group will inform DBS without undue
         delay when such claim is asserted against it. DBS will also indemnify
         each member of the LLC Group against the costs of asserting such
         member's rights relating to such claims if such member coordinates
         assertion of rights with DBS. DBS will select, at its own expense,
         legal counsel reasonably acceptable to the indemnified party for any
         proceedings, although the indemnified party is permitted to have, at
         its own expense, legal counsel of its choice also participate in the
         proceedings.

14.3     Settlement. A member of the LLC Group is not permitted to settle any
         claims of third parties covered by Clause 14.1 so long as DBS fully
         complies with its obligations under the above provisions, unless such
         settlement includes a release of DBS from liability under the claim
         that is the basis of the proceeding.

14.4     Right to Use. If a member of the LLC Group is prohibited in proceedings
         about intellectual property rights or similar rights directed against
         it from using the System or operating, licensing or sublicensing the
         System, the Deliverables and Client Proprietary Rights or anything else
         developed by or for DBS under this Agreement, or if such a prohibition
         is probable in their reasonable estimation, DBS, at its own cost, will
         obtain the right for such party or parties to continue to use the
         affected materials or replace them with another product which is
         equivalent in all aspects or modify the affected materials in such a
         manner that the violation of the intellectual property right or similar
         right no longer exists. This Agreement will then apply to the new or
         modified products.

14.5     Texas Case. Clause 5.1.2 of the Software License Agreement applies
         mutatis mutandis. If the decision in the Texas Case is in favor of the
         plaintiff, the parties will use good faith efforts to modify the
         Project so that the Texas Case does not affect the Project. LLC or any
         Ownership Party can also suspend this Agreement or terminate this
         Agreement pursuant to Clause 18.1.


                                                                            -30-

                                    (S) 15
                                Confidentiality

15.1     Confidential Information. The parties acknowledge that they have
         received and will receive confidential information in connection with
         this Agreement and the transactions contemplated hereby related to and
         including trade secrets and business information regarding the
         business, financial situation, products and prospects of the other
         parties and their Affiliates ("Confidential Information"). For purposes
         hereof, Confidential Information includes but is not limited to (i) all
         documents and other media given or shown to any other party containing
         the legend, "Confidential," (ii) all documents, other media and other
         information (whether or not in written form) ancillary or related to
         such documents, (iii) all documents, other media and other information
         (whether or not in written form) prepared by the receiving party to the
         extent that they contain, reflect or are based upon, in whole or in
         part, any Confidential Information furnished by the disclosing party,
         (iv) except as set forth in any marketing plan or press release to
         which the parties mutually agree in writing, all information related to
         the subject matter of this Agreement, and (v) all information that is
         Confidential Information as defined in Section 7.3 of the Software
         License Agreement. Confidential Information does not include any
         information: (i) which becomes generally available to the public other
         than as a result of a breach of this Clause 15.1, (ii) which is
         received from a third party provided that the third party is not bound
         by an obligation of confidentiality with respect to such information,
         or (iii) which was legally in a party's possession without obligations
         of confidentiality prior to such information being furnished as
         Confidential Information.

15.2     Use. DBS, on the one hand, and the members of the LLC Group, on the
         other hand, agree that all Confidential Information will be used only
         for the purpose of evaluating and completing the transactions and
         business objectives contemplated herein, in the Systems Operations
         Agreement and in the various agreements among the members of the LLC
         Group. The receiving party of each item of Confidential Information
         will use reasonable efforts, taking into account the materiality and
         proprietary nature of the particular Confidential Information, to
         protect such Confidential Information from unauthorized use or
         disclosure (intentional, inadvertent or otherwise) and, in any event,
         will exercise at least the same reasonable level of care to avoid any
         such unauthorized use or disclosure as it uses to protect its own
         information of a like nature.

15.3     Exceptions. Notwithstanding the foregoing, the parties may disclose
         Confidential Information to third parties with the prior written
         consent of the other parties hereto, and the parties will be free to
         disclose Confidential Information without the consent of the other
         parties to their attorneys and accountants, their clearing
         organizations, and to governmental entities and applicable self-
         regulatory organizations in connection with obtaining regulatory
         approvals to the extent necessary and reasonably appropriate to obtain
         such approvals or as otherwise required by law, rules of, or direction
         by, regulatory authorities having jurisdiction over the disclosing
         party, and only to the extent required by or reasonably requested by
         such authority, as well as to their directors, employees, attorneys,
         consultants and agents on a need-to-know basis in connection with their
         duties, as long as such persons are advised of the confidential nature
         of such information and


                                                                            -31-

         their obligation to protect it as confidential and are bound by
         confidentiality undertakings consistent with this Section 15.

15.4     Return/Destruction. Except for Confidential Information of DBS that the
         LLC Group is intended to retain under the terms of this Agreement, the
         Systems Operations Agreement and the various agreements among the
         members of the LLC Group, if this Agreement is terminated for any
         reason, the receiving parties of each item of Confidential Information,
         including documents, contracts, records or properties, will return it
         to the disclosing party thereof or, in the receiving party's
         discretion, destroy it and provide a certification to the disclosing
         party that all such Confidential Information has been returned or
         destroyed immediately after termination, except to the extent that
         retention of any Confidential Information is expressly permitted by any
         other written agreement among the parties or their Affiliates. The
         provisions of this Section 15 will survive the termination of this
         Agreement.

15.5     Scope. This Section 15 will not apply to information disclosed by a
         member of the CBOT Group or the Eurex Group to a member of the other
         group; such information is covered by clauses on confidentiality in the
         Software License Agreement and the Alliance Agreement.

                                     (S) 16
                             General Indemnification

16.1     By Members of LLC Group. Each member of the LLC Group will hold DBS
         harmless from any claim asserted against DBS by such other party's
         respective personnel or subcontractors for personal injury or damage to
         property incurred while such personnel are at DBS's or an Affiliate's
         facilities in connection with this Agreement unless the harm was the
         result of intentional misconduct or gross negligence on the part of DBS
         or its Affiliate. Each member of the LLC Group will also hold DBS
         harmless from claims asserted against DBS by third parties resulting
         from intentional misconduct or negligence of such member's personnel;
         the members of the LLC Group are not liable for another member's
         personnel.

16.2     By DBS. DBS will hold the other parties and their Affiliates harmless
         from any claim asserted against them by personnel of DBS or its
         subcontractors for personal injury or damage to property incurred while
         such personnel are at the other parties' or their Affiliates'
         facilities unless such harm was the result of intentional misconduct or
         gross negligence on the part of the other party or its Affiliate. DBS
         will also hold the other parties and their Affiliates harmless from
         claims asserted against them by other persons resulting from
         intentional misconduct or negligence of DBS's personnel.

16.3     Notification. DBS and LLC will notify each other without undue delay if
         a claim is asserted for which a party will be seeking indemnification.
         The right to indemnification also covers the indemnified party's costs
         in defending against the claim so long as the indemnified party
         coordinates the defense of the claim with the party against whom
         indemnification is claimed. A


                                                                            -32-

         party seeking indemnification is not permitted to settle the matter so
         long as the party against whom indemnification is claimed is in
         compliance with its obligations under this Section 16 unless such
         settlement includes a release of indemnifying party from liability
         under the claim that is the basis of the proceeding.

16.4     Risk Management. Each member of the LLC Group will use commercially
         reasonable efforts to reduce the risk that a third party will assert
         claims against any such member or DBS resulting from the use of the
         Eurex Software by such member.

                                    (S) 17
                                 Public Notices

17.1     Press Releases. Subject to the other parties' prior written approval,
         which will not be unreasonably withheld, each party and its
         subcontractors may advertise and publicize the fact that the parties
         are cooperating on the Project. The parties will cooperate in drafting
         press releases concerning the Project.

17.2     Disputes. Any statement to the press (or to a third party with the
         intent that the third party forward the statement to the press)
         concerning a Project Problem in which one party allocates blame for the
         Project Problem to another party requires the written approval of LLC
         and DBS, which consent will not be unreasonably withheld.

17.3     Terms of Agreement. No party will disclose the terms and conditions of
         this Agreement or proposed Change Requests except to the other parties
         or as reasonably required to perform its obligations or as required by
         law, or for such disclosures as may be necessary or desirable in the
         ordinary course of such party's business including, without limitation,
         disclosures with attorneys, consultants, accountants and similar
         professionals.

                                    (S) 18
                                Termination, Term

18.1     Termination for Cause (Kundigung aus wichtigem Grund). DBS, on the one
         hand, or any member of the LLC Group, on the other hand, may terminate
         this Agreement with regard to the relationship with the other party, if
         the other party after receiving a written reminder (Mahnung) setting a
         reasonable deadline for compliance, has not complied with terms of an
         agreement resolving a Project Problem within two weeks of conclusion of
         a Problem Report procedure relating to such Project Problem or within
         two weeks of the Escalation Committee failing to resolve a Problem
         Report. They may also terminate this Agreement with immediate effect
         without first implementing the Problem Report procedure if the other
         party intentionally commits a material breach of the obligation of
         confidentiality (Section 15). If a member of the LLC Group terminates
         this Agreement or DBS terminates this Agreement as to a member of the
         LLC Group under the preceding two sentences, any other member of the
         LLC Group can terminate this Agreement with regard to their


                                                                            -33-

         respective participations by giving written notice to DBS within two
         weeks after receiving written notice that another member of the LLC
         Group or DBS has terminated this Agreement. If this Agreement remains
         in effect with regard to only some of the members of the LLC Group,
         this Agreement will be adjusted to the changed circumstances. This
         Clause 18.1 does not limit the rights of the parties to terminate this
         Agreement for cause (Kundigung aus wichtigem Grund) generally available
         under German law.

18.2     Termination for Convenience. A Development Party which has given an
         instruction to DBS to perform a Sub-Project for itself can terminate a
         Sub-Project which it authorized pursuant to Clause 3.2 without cause
         with immediate effect. LLC is entitled to terminate this Agreement
         without cause with immediate effect. Unless LLC provides written notice
         to DBS stating otherwise, termination of this Agreement under this
         Clause 18.2 will also terminate any Sub-Project in existence as of such
         termination date. As DBS's sole remedy for LLC's termination of this
         Agreement or a Development Party's termination under this Clause 18.2,
         DBS will be entitled to payment under each of the following categories:

         18.2.1   DBS is entitled to payment on a time and materials basis for
                  all work performed up to the effective date of termination.
                  DBS will transfer any partial work product for which the
                  remuneration is paid to the corresponding member(s) of the LLC
                  Group for whom DBS was to produce the work product.

         18.2.2   For a Sub-Project for which a fixed price has been agreed, DBS
                  will be entitled to payment as compensation for the loss of
                  future earnings as follows:

                  (i)     If the parties have agreed on specific payments which
                          will apply in the event of termination for
                          convenience, those payments will become due on the
                          effective date of the notice of termination.

                  (ii)    If the parties have not agreed to specific payments
                          which will apply in the event of termination for
                          convenience, DBS will be entitled to compensation
                          under (S) 649 German Civil Code.

         18.2.3   DBS will be entitled to payment on a time and materials basis
                  for the work performed after termination for the purpose of
                  winding down.

18.3     Termination of other Agreements. In the event of termination of the
         Alliance Agreement or the Software License Agreement or the Systems
         Operations Agreement, LLC, the Eurex Entities, or any other party may,
         in its free discretion, terminate its participation in this Agreement
         immediately upon providing written notice to DBS; Clause 18.2 will
         apply. If a party has terminated this Agreement due to termination of
         the Alliance Agreement or the Software License Agreement or the Systems
         Operations Agreement for cause (Kundigung aus wichtigem Grund) based on
         breach by a member of the Eurex Group, that party can satisfy its
         obligations (Erfullungsstatt) to make


                                                                            -34-

         payment to DBS under Clause 18.2 of this Agreement by assigning to DBS
         that party's claims against the breaching member of the Eurex Group for
         damages corresponding to the amounts owed to DBS under Clause 18.2, if
         any. At the request of an Development Party, DBS will enter into
         negotiations on a separate follow-up agreement on terms and conditions
         similar to those in this Agreement if this Agreement has terminated due
         to termination of the Alliance Agreement.

18.4     Continuation. If any work under Schedules 2.2.1 and 2.2.2 or Change
         Requests continues past the end of this Agreement, this Agreement will
         continue to apply to such work until it has been completed.

18.5     Post-Termination Cooperation. If this Agreement is terminated for any
         reason, DBS will follow the reasonable instructions of a Development
         Party for the purpose of winding down work under this Agreement or
         transferring the work to one or more subsequent contractors. DBS will
         charge for such services on a time and materials basis, monthly in
         arrears. The provisions in Clause 18.5.1 through 18.5.4 of the Systems
         Operations Agreement apply mutatis mutandis.

18.6     Term. Unless earlier terminated as set forth in this Section 18, the
         term of this Agreement will remain in effect so long as the Systems
         Operations Agreement is in effect.

                                    (S) 19
                               General Provisions

19.1     Notices. Except as expressly set forth to the contrary in this
         Agreement, all notices, requests or consents required or permitted
         under this Agreement must be in writing and must be given either (i)
         delivered by hand, (ii) mailed by certified or registered mail,
         addressed to the recipient, postage paid, and registered or certified
         with return receipt requested, (iii) sent by overnight courier, or (iv)
         transmitted by facsimile transmission, with confirmation of
         transmission, and are given when received by the recipient. All
         notices, requests and consents to be sent to a party must be sent to or
         made at the address given for that party in the heading of this
         Agreement, or such other address as that party may specify by notice to
         the other parties. Any notice, request or consent by DBS must be sent
         to LLC, and any notice, request or consent by the other parties must be
         transmitted by LLC to DBS. DBS, on the one hand, and the parties other
         than LLC, on the other hand, can also submit a notice, request or
         consent directly to each other if they are entitled to assert a claim
         directly against the other party; any such notices must be copied to
         LLC.

19.2     Entire Agreement, Amendments. This Agreement (together with the Systems
         Operations Agreement) constitutes the entire agreement between DBS, on
         the one hand, and the LLC Group, on the other hand, and supersedes the
         Interim Agreement; there are no oral or written side agreements.
         Amendments or supplements to this Agreement must be in writing to be
         effective. This also applies to an amendment to this Clause on written
         form.


                                                                            -35-

19.3     Savings Clause. The invalidity of individual provisions in this
         Agreement will not result in the entire Agreement being invalid. An
         invalid provision will be deemed to have been replaced by a valid
         provision which comes as close as possible to achieving the commercial
         purpose of the invalid provision.

19.4     Assignment. No party can assign this Agreement without obtaining the
         prior written consent of the other parties; provided, however, that for
         the avoidance of doubt this sentence does not restrict the rights of
         the Ownership Parties to transfer Client Proprietary Rights. The
         parties will grant consent to an assignment of rights or obligations by
         a party to an Affiliate if the assigning party remains liable for any
         assigned obligations as a jointly and severally liable guarantor
         (selbstschuldnerische Burgschaft) with the assignee; however, a party
         can refuse consent if the assignment would have a materially
         detrimental impact on the party's interests. Notwithstanding the
         foregoing:

         19.4.1     Any member of the LLC Group may assign this Agreement
                    without the consent of the other parties to this only to a
                    person to whom the Alliance Agreement has been assigned by
                    such member in accordance and in compliance with the terms
                    of Section 13.7 of the Alliance Agreement. The assigning
                    member, as long as it continues to exist, will remain liable
                    as a jointly and severally liable guarantor
                    (selbstschuldnerische Burgschaft) with the assignee unless
                    and until agreed otherwise by DBS. For the avoidance of
                    doubt the restructuring plan described in the May 16th 2000
                    "Restructuring Report" of the CBOT constitutes a
                    Reorganization, as that term is defined in the Alliance
                    Agreement.

          19.4.2    LLC may assign this Agreement to one or more Network
                    Entities.

          19.4.3    The parties hereby grant their consent to DBS assigning some
                    of the work under this Agreement and the corresponding
                    rights and obligations to one or more of its Affiliates in
                    the United States pursuant to the second sentence in the
                    first paragraph of this Clause 19.4; however, DBS will
                    remain liable for assigned obligations as a guarantor of
                    performance and payment. The Affiliate(s) will then invoice
                    the members of the LLC Group directly for any work the
                    Affiliate(s) perform.

19.5     Applicable Law. Except for the ownership of Client Proprietary Rights
         as provided in Section 13, which will be governed by New York law, this
         Agreement is subject to the laws of the Federal Republic of Germany
         (excluding the laws under the UN Treaty on the International Sale of
         Goods).

19.6     Language.  English is the official language of this Agreement.  Any
         notice, request or consent must be in English.


                                                                            -36-

19.7     Survival. Any provisions of this Agreement that can reasonably be
         interpreted as being intended to survive the termination of this
         Agreement will survive the termination of this Agreement.

19.8     Further Assurances. The parties will execute and deliver such further
         documents and instruments, make such other filings and take such
         further actions in addition to those contemplated herein as may be
         reasonably requested by the other parties (other than the material
         payment of money) to carry out the intents and purposes of this
         Agreement.

19.9     Arbitration Procedure. Except with regard to actions seeking temporary
         or permanent injunctive relief, any dispute arising under this
         Agreement between or among any parties to this Agreement will be
         finally settled by arbitration in accordance with the arbitration rules
         of the United Nations Convention on International Trade Law (the
         "UNCITRAL Rules"). Prior to commencing arbitration, the parties must
         exhaust the Project Problem procedures set forth in Section 7.

         19.9.1   The arbitration will be conducted by three (3) arbitrators.
                  The arbitrators must be familiar with business and legal
                  matters similar to those that are the subject of this
                  Agreement and the subject of the dispute. If there are only
                  two parties to the arbitration proceedings, each party will
                  appoint one arbitrator, obtain its appointee's acceptance of
                  such appointment, and deliver written notification of such
                  appointment and acceptance to the other party within thirty
                  (30) days after delivery of a formal request for arbitration
                  from one party to the other party. If a party fails to appoint
                  an arbitrator or deliver notification of such appointment to
                  the other party within this time period, upon request of
                  either party, such arbitrator will instead be appointed by the
                  London Court of International Arbitration (the "Appointing
                  Authority") within thirty (30) days of receiving such request.
                  The two arbitrators appointed in accordance with the above
                  provisions will appoint a third arbitrator, obtain the
                  appointee's acceptance of such appointment and notify the
                  parties in writing of such appointment and acceptance within
                  thirty (30) days of such appointment. If the first two
                  appointed arbitrators fail to appoint a third arbitrator or to
                  notify the parties of that appointment within this time
                  period, then, upon request of either party, the third
                  arbitrator will be appointed by the Appointing Authority
                  within thirty days of receiving such request. The third
                  arbitrator will serve as Chairman of the tribunal. If there
                  are more than two parties to the arbitration proceedings, then
                  all three arbitrators will be appointed by the Appointing
                  Authority within thirty days or receiving a request from any
                  of the parties. No arbitrator appointed by the Appointing
                  Authority may be a director, officer, employee, counsel or
                  agent of any party, and without the consent of all of the
                  parties to the arbitration, may not be a resident of the
                  United States, Germany or Switzerland. To the extent that
                  arbitration procedures are not defined herein, all procedures
                  relating to arbitration, including but not limited to notice
                  thereof, deadlines and discovery will be pursuant to the
                  UNCITRAL Rules as enacted in the forum.

         19.9.2   The place of arbitration will be London unless the parties to
                  the arbitration agree otherwise. The proceedings will be
                  conducted in the English language exclusively.


                                                                            -37-

         19.9.3   The award rendered by the arbitrators will be final and
                  binding on the parties. Judgment on the award may be entered
                  in any court of competent jurisdiction.

         19.9.4   The parties acknowledge that irreparable damage may occur in
                  the event of breach of any of the terms of this Agreement.

         19.9.5   If an arbitration under this Agreement coincides with an
                  arbitrable claim under the Systems Operations Agreement, both
                  matters must be asserted in the same arbitration proceedings.

19.10    Injunctive Relief. The parties do not intend to deprive any court with
         jurisdiction of its ability to issue a preliminary injunction,
         attachment or other form of provisional remedy, and a request for such
         provisional remedies by a party to a court will not be deemed a waiver
         or violation of the parties' agreement to arbitrate.

Deutsche Borse Aktiengesellschaft         Swiss Stock Exchange



By:  /s/ Andreas Preuss /s/ Rainer Riess     By:  /s/ Illegible
    -------------------------------------        -----------------------------


Date: July 20, 2000                          Date: 20.7.2000
     ------------------------------------         ----------------------------


                                                                            -38-

Board of Trade of the City of Chicago     Ceres Trading Limited Partnership, by
                                          Board of Trade of the City of Chicago,
                                          its managing general partner

By:  /s/ Dennis A. Dutterer               By:  /s/ Dennis A. Dutterer
     --------------------------------          --------------------------------


Date: _______________________________     Date: _______________________________


Ceres Alliance L.L.C.                     Eurex Frankfurt AG


By:  /s/ Dennis A. Dutterer               By:  /s/ Andreas Preuss
     --------------------------------          --------------------------------


Date: _______________________________     Date: July 20, 2000
                                                -------------------------------


Eurex Zurich AG                           Eurex Clearing AG


By:  /s/ Andreas Preuss                   By:  /s/ Andreas Preuss
     --------------------------------          --------------------------------

Date: July 20, 2000                       Date: July 20, 2000
      -------------------------------           -------------------------------

CBOT/EUREX ALLIANCE, L.L.C.               Deutsche Borse Systems AG


     /s/ Andreas Preuss
By:  /s/ Dennis A. Dutterer               By:  /s/ Illegible
     --------------------------------          --------------------------------

Date: July 20, 2000                       Date: _______________________________
      -------------------------------


                                                                           -1-

         Confidential Materials Omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions


                                                                    Schedule 1.1

                                  Glossary of Defined Terms

"Acceptance"                  means, with respect to a Sub-Project, acceptance
                              of such Sub-Project as set forth in Clause 8.4.

"Acceptance Form"             means the Acceptance Form described in Clause
                              8.4.3.

"Access Point"                is defined in point 3.1 of Schedule 9.2.

"Affiliate"                   is defined in clause 1.1 of the Software License
                              Agreement. For purposes of this Agreement, DBS
                              will be deemed not to be an Affiliate of any
                              member of the Eurex Group.

"Agreement"                   is defined in the Heading.

"Alliance Agreement"          is defined in the Recitals, Clause D.

"Application Maintenance"     means the Application Maintenance described in
                              Clause 2.2.2.

"Appointing Authority"        is defined in Clause 19.9.1.

"CBOT"                        is defined in the initial paragraph of this
                              Agreement.

"CBOT Group"                  has the meaning set forth in Article I of the
                              Alliance Agreement.

"Ceres"                       is defined in the initial paragraph of this
                              Agreement.

"Ceres Alliance"              is defined in the initial paragraph of this
                              Agreement.

"Change Request"              is defined in Clause 2.5.

Claim                         is defined in Clause 11.2.3.

"Class 1 Deviation"           Is defined in Clause 8.4.1.

"Class 2 Deviation"           Is defined in Clause 8.4.1.

"Class 3 Deviation"           is defined in Clause 8.4.1.

"Client Proprietary Rights"   is defined in Clause 13.1.

"Confidential Information"    is defined in Clause 15.1.

"Consulting Agreements"       is defined in the Recitals, Clause C.

"DBAG"                        is defined in the initial paragraph of this
                              Agreement.


                                                                           -2-

"DBS"                         is defined in the initial paragraph of this
                              Agreement.

"DBS Catalogue of Prices"     is defined in Clause 9.2.

"DBS Proprietary Rights"      is defined in Clause 13.3.

"Deficiency Report"           means the Deficiency Report described in Clause
                              8.1.

"Deliverables"                is defined in Clause 2.4.

"Detailed Definition"         is defined in Clause 2.4.

"Development Agreement"       has the meaning set forth in Article I of the
                              Alliance Agreement.

"Development Parties"         is defined in Article I of the Alliance Agreement.

"Deviations"                  is defined in Clause 8.1.

"Effective Date"              is defined in the initial paragraph of this
                              Agreement.

"Escalation Committee"        is defined in Clause 3.7.

"Eurex                        Software" means the Programs and any Modifications
                              including, without limitation, Eurex 2.0, Eurex
                              3.0, Eurex 4.0, Eurex 4.1, JV Release 1.0 and any
                              future releases or versions thereof.

"Eurex 2.0"                   is defined in the Recitals, Clause A.

"Eurex 3.0"                   is defined in the Recitals, Clause B.

"Eurex 3.1"                   is defined in the Recitals, Clause B.

"Eurex 4.0"                   is defined in the Recitals, Clause E.

"Eurex 4.1"                   is defined in the Recitals, Clause G.

"Eurex Clearing"              is defined in the initial paragraph of this
                              Agreement.

"Eurex Entities"              is defined in the Recitals, Clause F.

"Eurex Frankfurt"             is defined in the initial paragraph of this
                              Agreement.

"Eurex Group"                 has the meaning set forth in Article I of the
                              Alliance Agreement. For purposes of this
                              Agreement, the Eurex Group will be deemed not to
                              include DBS.

"Eurex Zurich"                is defined in the initial paragraph of this
                              Agreement.

"Exchanges"                   has the meaning set forth in Article I of the
                              Alliance Agreement.


                                                                           -3-

"Facilities"                  is defined in Clause 3.4.5.

"Fine Specifications"         is defined in Clause 2.2.1.

"Freelancers"                 is defined in Clause 3.8.

"Future Development Entity"   has the meaning set forth in Article I of the
                              Alliance Agreement.

"Group"                       has the meaning set forth in Article I of the
                              Alliance Agreement.

"Initial Software Research    means the Initial Software Research and
and Development"              Development described in Clause 2.2.1.


"Interim Agreement"           is defined in the Recitals, Clause E.

"JV Release 1.0"              is defined in the Recitals, Clause E.

"Key Personnel"               is defined in Clause 12.2.

"LLC Group"                   means LLC and the members of the Eurex Group and
                              CBOT Group. Each party in the LLC Group shall be
                              referred to as a member.

"LLC"                         has the meaning set forth in Article I of the
                              Alliance Agreement.

"Material Tools"              is defined in Clause 5.1 and includes third party
                              tools and tools developed, owned and
                              commercialized by DBS

"Modifications"               has the meaning set forth in Clause 7.1(b) of the
                              Software License Agreement.

"Network"                     has the meaning set forth in Article I of the
                              Alliance Agreement.

"Network Entities"            has the meaning set forth in Article I of the
                              Alliance Agreement.

"Ownership Parties"           are Licensors and Licensee as defined in the
                              Software License Agreement or their permitted
                              assignees.

"Pre-Existing Proprietary     means any Proprietary Right that DBS owned prior
Rights"                       to the Effective Date and that is not related to
                              or derived from the Eurex Software, the System or
                              the Network.

"Problem Report"              is defined in Clause 7.3.

"Production Environment"      means the IT environment intended for simulation
                              which will subsequently be further developed for
                              actual production business.

"Program Manager"             means the Program Manager described in Clause 3.5.

"Project"                     is defined in Clause 2.1.

"Project Prices"              is defined in Clause 9.1.

"Project Problem"             is defined in Clause 7.1.


                                                                             -4-

"Programs"                    has the meaning set forth in the clause 1.12 of
                              the Software License Agreement.

"Project Manager"             means the Project Manager described in Clause 3.5.

"Project Report"              is defined in Clause 3.3.

"Proprietary Rights"          has the meaning set forth in Clause 1.14 of the
                              Software License Agreement. For purposes of this
                              Agreement, the clause beginning with "including"
                              and ending with "related thereto" at the end of
                              such clause 1.14 is replaced with the following:
                              "including any Confidential Information included
                              therein or related thereto."

"Release 3.0 Modifications"   has the meaning set forth in Clause 1.15 of the
                              Software Development Agreement.

"Restructuring Report"        is defined in Clause 19.4.1.

"Rights"                      has the meaning set forth in Clause 7.1(b) of the
                              Software License Agreement.

"Service Agreements"          is defined in the Recitals, Clause F.

"Services"                    is defined in Clause 2.4.

"Services Completion Notice"  means the Services Completion Notice described in
                              Clause 8.5.2.

"Sign-Off"                    means, with respect to a Deliverable, sign off of
                              such Deliverable as set forth in Clause 8.1;
                              provided, however, that no Deliverable will be
                              deemed accepted by LLC until the Final Acceptance.

"Sign-Off Form"               means the Sign-Off Form described in Clause 8.1.

"Software License Agreement"  is defined in the Recitals, Clause A.

"Steering Committee"          is defined in Clause 3.6.

"Sub-Project"                 is defined in Clause 2.1.

"Sub-Project Acceptance"      means Final Acceptance of a Sub-Project.

"SWX"                         is defined in the initial paragraph of this
                              Agreement.

"System"                      has the meaning set forth in Article I of the
                              Alliance Agreement.

"Systems Operations           is defined in the Recitals, Clause H.
Agreement"

"Tasks"                       is defined in Clause 2.4.


                                                                             -5-

"Test Procedures"             are any specific procedures set forth in Schedule
                              2.2.1 or applicable Change Requests.

"Texas Case"                  is defined in Clause 14.5.

"Tools"                       is defined in Clause 5.1.

"UNCITRAL Rules"              is defined in Clause 19.8.

"Value Added Tax (VAT)"       means the Value Added Tax or VAT (Umsatzsteuer)
                              described in Clause 9.4.


                                                                           - 1 -

SCHEDULE 1.4 Eurex Release 4.1 Change Requests as of 18 July 2000



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                        Impact on
                                                                              ----------------------------
                                                                              Estimated    Actual
                                      Affected                    Current       Cost       Effort     Est.    Date of     Delivery
No                 Name               Release      Decision        Status      in EUR      in EUR     (wd)   Signature       by
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                              
000  P3-00853 JAVA [* *]                4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]   6.12.1999  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
000  P0-00928 R4.1: Fine
     Specifications                     4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]    2.2.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
000  P2-00928 R4.1: Implementation      4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]   15.4.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
001  Implementation of new [* *] for
     the [* *] Facility                 4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]  15.03.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
002  Design Product-Specific
     Trading [* *]                      4.1   Steering Committee   Closed      [* *]       [* *]      [* *]  15.03.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
003  Print Functionality in [* *]       4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]  29.03.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
006  Trading [* *] - Implementation
     and Test                           4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]  12.04.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
007  Exercise Overview - Entry of
     Expiration Month                   4.1   Steering Committee  Accepted     [* *]       [* *]      [* *]  12.04.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
008  Enhancement [* *]                  GUI   Steering Committee  Accepted     [* *]       [* *]      [* *]  12.04.2000  27.11.2000
-----------------------------------------------------------------------------------------------------------------------------------
009  [* *] Concept                      GUI   Steering Committee  Accepted     [* *]       [* *]      [* *]  12.04.2000  27.11.2000
-----------------------------------------------------------------------------------------------------------------------------------
013  Front-end [* *] Check-Tool         4.1   Program Management  Accepted     [* *]       [* *]      [* *]  10.05.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
014  Common Code for [* *]              4.1   Program Management  Accepted     [* *]       [* *]      [* *]  10.05.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
016  Effort for separate roll-out
     of [* *]                           4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  24.05.2000  27.11.2000
-----------------------------------------------------------------------------------------------------------------------------------
017  Enhance [* *] Handling (SIR 9070)  4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  10.05.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
018  Windows 2000 [* *] Study           4.1   Program Management  Accepted     [* *]       [* *]      [* *]  24.05.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
019  [* *] Limit Increase               4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  21.06.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
020  [* *] Application for Eurex R 4.1  4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  21.06.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
021  Enhancement of [* *] Algorithm     4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  21.06.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
022  Update [* *] Training
     Documentation                      4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  05.07.2000  30.10.2000
-----------------------------------------------------------------------------------------------------------------------------------
023  Enhance [* *] Market Handling      4.1   Steering Committee  Approved     [* *]       [* *]      [* *]  05.07.2000  30.10.2000
===================================================================================================================================
                                                                   Total       [* *]       [* *]      [* *]
-----------------------------------------------------------------------------------------------------------------------------------



                                                                           -1-

         INSERT SCHEDULE 2.2.1 (Fine Specifications of JV Release 1.0)


                                                                           -1-

                                                                  Schedule 2.2.1

Payment Schedule for JV Release 1.0 including Change Requests through 18 July
2000



all numbers in Euro                                     Actuals   Actuals    Actuals  Actuals  Actuals  Actuals  Plan
------------------------------------------------------------------------------------------------------------------------------------
Project                      Total in 1999 Total in 2000   Jan 00     Feb 00    Mrz 00   Apr 00  Mai 00   Jun 00  Jul 00 Total cost
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Master Software Development           [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
    Software Development              [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
        AC part                       [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
        Infrastructure for AC                       [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
        DBS part                      [**]          [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
    Travel Expenses                                 [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
    Project Management                              [**]     [**]       [**]      [**]     [**]    [**]     [**]    [**]        [**]
-----------------------------------------------------------------------------------------------------------------------------------




                                                                             -1-

1.       "AC Part" is fixed price to realize the work defined in this Schedule
         2.2.1.

2.       "Infrastructure for AC" is infrastructure which DBS provides to
         Andersen Consulting personnel for the work covered by the AC Part. The
         price of "Infrastructure for AC" is equal to [**], and the estimated
         amounts set forth above are based on the assumption that AC will devote
         [**] to the AC Part. The amounts set forth above which are not
         identified as actual costs are estimates, and establish no payment
         obligation of any kind. The actual charges could be higher or lower
         depending on the number of mandays actually devoted by AC to the AC
         Part.

3.       "DBS Part" and "Project Management" are the costs for DBS' own
         personnel and other resources. These costs will be charged on a time
         and materials basis at the unit prices set forth in Section 2 of
         Schedule 9.2. The amounts set forth above which are not identified as
         actual costs are estimates based on an assumption of 18 eight-hour
         mandays per month, and establish no payment obligation of any kind. The
         actual charges could be higher or lower depending on the number of
         mandays actually devoted by DBS to the DBS Part or Project Management.
         Project Management charges through July 8, 2000 are divided equally
         between the Master Software Development Agreement and the System
         Operations Agreement. After July 8, 2000, Project Management charges
         will be covered by the Systems Operations Agreement.

4.       "Travel Expenses" are estimated unless indicated otherwise, will be
         charged as incurred and will be the actual travel costs incurred by DBS
         personnel and subcontractors. Any expenses in excess of the estimates
         contained above will be subject to the prior approval of Ceres. The
         means of travel and method of accounting for travel (e.g., class for
         air travel, documentation) will be in accordance with DBS's standard
         travel policies, which are identical to the travel policies of Deutsche
         Borse AG. Estimates for travel should distinguish between software
         development and operations

5.       Ceres is responsible for all payments under this Schedule. DBAG and SWX
         have elected not to use any of the Modifications contained in JV
         Release 1.0, and accordingly have no financial responsibility for and
         no right to use or exploit those Modifications (notwithstanding any
         provision of the Master Software Development Agreement).


                                                                             -1-

JV Release 1.0 Change Requests as of 18 July 2000



-----------------------------------------------------------------------------------------------------------------------------------
N'           Name                                Affected  Decision              Impact on
                                                 Release                     ----------------------------------------
                                                                     Current   Estimated Cost   Actual Effort   Est.      Date of
                                                                     Status        in EUR            in EUR     (wd)     Signature
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
 1  [* *]                                          1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
 2  [* *] Settlement Price Calculation Algorithm   1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
 3  Screens [* *]                                  1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
 4  Market Supervision Tool [* *]                  1.0       MOC       Open
-----------------------------------------------------------------------------------------------------------------------------------
 5  Extend [* *] Interface with [* *] Record       1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
 6  Request for additional file - [* *] file       1.0       MOC     Approved       [* *]                                25.08.2000
    at end of day via FTP.
-----------------------------------------------------------------------------------------------------------------------------------
 7  Change to [* *] Specifications to include      1.0       MOC       Open
    processing of [* *] as considered out of
    scope during preparation of Fine Specs.
-----------------------------------------------------------------------------------------------------------------------------------
13  Remove [* *] Support                           1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
16  Transaction Screen Enablement                  1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
17  Access to [* *] Data on CBOT Trading Floor     1.0       MOC       Open
-----------------------------------------------------------------------------------------------------------------------------------
18  Fee [* *] Separation                           1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
20  Remove [* *] from Scope of JVR1                1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
21  Logo and Name Change                           1.0       MOC     Approved       [* *]                                25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
26  Add Support for [* *]                          1.0       MOC       Open
-----------------------------------------------------------------------------------------------------------------------------------
27  Reduced [* *]                                  1.0       MOC       Open
-----------------------------------------------------------------------------------------------------------------------------------



                                                                             -1-

                                                                 Schedule 2.2.1a

                              Performance Credits
                    Initial Software Research and Development

Under the time schedule for delivery and implementation of JV Release 1.0
applicable on the date this Agreement is signed, DBS will make JV Release 1.0
available to the Development Parties in the Test Environment for testing by 16
June 2000, and DBS will commence installation of the Signed Off JV Release 1.0
in the Production Environment by 10 July 2000 for simulation. Acceptance of JV
Release 1.0 is scheduled for 4 August 2000, and the System is scheduled to be
ready for commencement of production on schedule for 25 August 2000 under the
Systems Operations Agreement.

1.       If DBS has not successfully completed installation JV Release 1.0 in
         the Production Environment by 17 July 2000 as a result of circumstances
         for which DBS is responsible, DBS will pay to Ceres a Performance
         Credit in the amount of [**], excluding Saturdays and Sundays, between
         17 July 2000 and the actual date of installation in the Production
         Environment. The maximum Performance Credits under this point 1 is
         [**].

2.       If LLC does not declare Acceptance of JV Release 1.0 by 11 August 2000
         as a result of circumstances for which DBS is responsible, DBS will pay
         to Ceres a Performance Credit in the amount of [**], excluding
         Saturdays and Sundays, between 11 August 2000 and the actual date of
         Acceptance. The maximum Performance Credits under this point 2 is [**].


                                                                             -2-

                                                                 Schedule 2.2.1b

                     Charges for Termination for Convenience

If the CBOT Group terminates its participation in the work under Schedule 2.2.1
for convenience pursuant to Clause 18.2, the following charges will apply rather
than (S) 649 German Civil Code; Ceres will also owe compensation for work
already performed and for post termination cooperation (Clause 18.5).

1.   If CBOT gives notice of termination for convenience prior to or on 30
     June 2000, the charge will be [**].

2.   If CBOT gives notice of termination for convenience between 1 July 2000 and
     Acceptance of JV Release 1.0, the charge will be [**].


                                                                             -1-

                                                                  Schedule 2.2.2


                             Application Maintenance

1.       Preventive and Corrective Maintenance

1.1      DBS will perform Preventive Maintenance and Corrective Maintenance.
         Preventive Maintenance is the implementation of a change in the Eurex
         Software to improve existing functionality or performance prior to a
         problem in production becoming apparent. Corrective Maintenance is the
         implementation of a change in the Eurex Software to correct a problem
         after it has become apparent in production.

1.2      Either DBS or LLC can initiate Preventive Maintenance or Corrective
         Maintenance by submitting a request to the other party in which the
         problem and, to the extent reasonably feasible, the appropriate
         corrective measures are described. In the case of Corrective
         Maintenance, the initiating party will also classify the problem
         according to the following criteria:

         Class 1:      The problem prevents the Eurex Software as a whole
                       from operating or would have such an impact on the
                       operation that the use in production is not commercially
                       viable.

         Class 2:      The problem has a materially detrimental impact on the
                       operation of the Eurex Software as a whole, although it
                       can still be used in production in a commercially viable
                       manner, if necessary with reasonable work-around efforts.
                       If a combination of Class 2 and Class 3 problems prevents
                       the Eurex Software as a whole from being used in a
                       commercially viable manner the combination of Class 2 and
                       Class 3 problems constitutes a Class 1 problem.

         Class 3:      These are any other problems. If a combination of Class 3
                       problems prevents the Eurex Software as a whole from
                       operating or would have such an impact on the operation
                       that use in production is not commercially viable, the
                       combination of Class 3 problems constitutes a Class 1
                       problem. If a combination of Class 3 problems has a
                       materially detrimental impact on the operation of the
                       Eurex Software as a whole, although it can still be used
                       in production in a commercially viable manner, if
                       necessary with workarounds, the combination of Class 3
                       problems constitutes a Class 2 problem.

1.3      In the case of Preventive Maintenance and Class 3 problems the LLC
         Program Manager(s) will inform the DBS Program Manager whether the
         changes in the Eurex Software should be implemented independent of any
         new release which is already planned or whether the changes


                                                                             -2-

         should be implemented beforehand in the then currently used version of
         the Eurex Software. In the case of Corrective Maintenance for Class 1
         and Class 2 problems, DBS will implement the appropriate changes in the
         Eurex Software without undue delay.

1.4      The procedures for notifying each other about Maintenance (e.g., Help
         Desk) are set forth in the Systems Operations Agreement. These
         procedures will be refined during the course of this Agreement.

2.       Implementation of Changes

2.1      DBS will create a "Service Investigation Request" ("SIR") in its
         problem tracking system. The SIR contains the description of the
         problem, the solution and, if appropriate, test cases. DBS will
         regularly update the SIR to reflect the progress on implementing the
         changes. DBS will provide copies of the SIR and all updates to LLC.

2.2      DBS will make the appropriate changes in the Eurex Software and notify
         LLC that the changes are ready for testing in the Test Environment. The
         parties will then jointly test the changes in the Test Environment, and
         LLC will accept the changes upon successful conclusion of the tests.

2.3      After acceptance of the changes, DBS will install them in the
         production environment with the next release (in the case of Class 3
         problems) or immediately in the case of Class 1 and Class 2 problems.
         In the latter case the changes will also be included in the next
         release if appropriate.

3.       Project Price

         Unless expressly agreed otherwise in writing, DBS will invoice all work
         on a time and materials basis. However, DBS will provide LLC an
         estimate of the anticipated costs for completing work under a SIR (and,
         if appropriate, updates of the estimate) as soon as reasonably
         possible.


                                                                             -1-

                                                                    SCHEDULE 3.5

                       Project Managers and Substitutes



                               ---------------------------------------------------------------------------------------
                                                          LLC                                        DBS
----------------------------------------------------------------------------------------------------------------------
                                                                                
Program Manager                Jim Amaral                   Jurg Spillmann               Frank Gerstenschlager
----------------------------------------------------------------------------------------------------------------------
Substitute                     Mary McDonnell               Andreas Preuss               Thomas Lenz
----------------------------------------------------------------------------------------------------------------------



                                                                             -1-

                                                                  SCHEDULE 3.6.2


                               Steering Committee



                               ---------------------------------------------------------------------------------------
                                                          LLC                                        DBS
----------------------------------------------------------------------------------------------------------------------
                                                                                
Program Manager                Jim Amaral                   Jurg Spillmann               Frank Gerstenschlager
----------------------------------------------------------------------------------------------------------------------
                               Mary McDonnell               Andreas Preuss               Hanno Klein
----------------------------------------------------------------------------------------------------------------------
                               Terry Livingston             Dr. Michael Widmer           Markus Toporowski
----------------------------------------------------------------------------------------------------------------------



                                                                             -1-

                                                                   SCHEDULE 9.2a

                             DBS Catalogue of Prices

The prices in this Schedule 9.2a Sections 3 through 6 apply only to work which
DBS performs in relation to the CBOT Group. The current prices for corresponding
work which DBS performs in relation to the Eurex Group are set forth in Schedule
9.2b. The prices in Schedule 9.2b are being renegotiated and will be equivalent
to the prices in relation to the CBOT Group. Sections 1, 2 and 7 apply to the
Master Software Development Agreement, and Sections 1 through 7 apply to the
Systems Operations Agreement.

1.       General Provisions

1.1      All amounts are in Euro and without VAT.


1.2      All amounts which are to be charged on a monthly basis are charged per
         calendar month and are determined on the basis of whether or not the
         individual billing criterion is satisfied on the calculation date
         (Stichtag) which is generally the 15th of each month. For example, if
         a monthly fee is charged for a Participant and the Participant is
         connected on the 14th day or earlier of a calendar month, the full
         monthly fee is charged. If the Participant is connected on the 16/th/
         day or later of the month, no fee is charged for the month. DBS can
         elect to charge for part of a month on a pro rata temporis basis by
         giving three full calendar months notice prior to the month for which
         the change takes effect.

1.3      The descriptions of services in the catalogue are solely for the
         purpose of identifying the items for which remuneration is charged and
         will not be used for interpreting the scope of work. The technical
         descriptions of services are set forth in other Schedules, Change
         Requests, Detailed Descriptions and other documents.

2.       Software Reseach and Development, Consulting

2.1      Description of Work

         These services are software research and development as well as
         consulting and support services including the selection, development,
         introduction and maintenance of software, operation and project
         management, all as described in more detail in the applicable
         Agreements, Schedules and Change Requests.


                                                                             -2-

2.2      Remuneration

         Unless the parties have agreed to a fixed price, the following hourly
         rates apply for work performed by individuals in the following DBS
         classifications, regardless of whether the individuals are DBS
         employees, Freelancers or subcontractor employees.



                --------------------------------------------
                    Price Levels                   Price
                                                  per hour
                --------------------------------------------
                                               
                    Analyst                         [**]
                --------------------------------------------
                    Junior Consultant               [**]
                --------------------------------------------
                    Consultant                      [**]
                --------------------------------------------
                    Senior Consultant               [**]
                --------------------------------------------
                    Manager                         [**]
                --------------------------------------------
                    Senior Manager                  [**]
                --------------------------------------------



         These hourly rates cover all costs incurred in connection with the
         performance of the order, except for specific disbursements (e.g.,
         travel in accordance with the DBS standard travel policies = DBAG
         policies). DBS classifies personnel according to its reasonable
         discretion. In the case of Freelancers and subcontractor employees, the
         classification is based on a comparison of the individual's position
         and duties to employees of DBS. DBS has informed the LLC Program
         Managers about the standard travel policies. If these policies change
         and the change would result in extra costs to the LLC Group, the extra
         costs will not be charged. Travel time will be charged at one half the
         above hourly rates, and then only for (i) the time in which the
         individual could have been working if the individual was not traveling,
         or (ii) the loss of the individual's normal time off on weekends or
         holidays, up to a maximum of 8 hours for any such day.

3.       Network Implementation and Operation

3.1      Description of Work

         Setup and operation of the Network for the System including:
         implementation, configuration management, change management,
         monitoring, fault recovery, troubleshooting and reporting.

         The topology of the Network is designed to make an equal and
         high-quality access to the System possible for all connected
         Participants and to maintain a high performance. A "Participant" is an
         enterprise or individual who has applied for admission to trade on an
         Exchange or who has been admitted to trade on an Exchange.


                                                                             -3-

                                   [DIAGRAM]

         Illustration 1: CBOT/Eurex(R) Alliance Network Architecture

         The Participants will be connected according to a two-phase concept
(see illustration 1):

         .    Connection of the Participants to the System:


              A Participant is connected to an Access Point via two 64 KBit per
              second connections ("Participant Installation"). The two
              connections will be implemented, wherever technically possible
              and reasonable, using different telecommunication carriers with
              physically separate connections or diverse routing from a single
              carrier..

              A Participant Installation can consist of one or more physically
              separate offices connected to each other by a LAN or a WAN
              ("Sites"). A Participant Installation may be used by one or
              several Participants. In the case of several Participants using a
              single Participant Installation, the installation is a Multi
              Member Integrated Server System (MMISS).

          .   Connection of the Access Points to the backend:

              The local connections of the Participant Installations within a
              geographic area are gathered together at "Access Points"
              consisting of two communications servers and four routers
              (maintained in a redundant structure of one server and two
              routers each at two physically separate locations). An Access
              Point is a logical unit having a maximum


                                                                             -4-

              capacity of [**]. Accordingly, up to a number of [**] can be
              connected to one Access Point. The connection of the Access Points
              to the backend is made by means of two separate connections. The
              price for establishing a new Access Point will be agreed in the
              corresponding Change Request.

3.2      Remuneration

         The following prices are based on the number of Participant
         Installations connected to the Access Points; a MMISS constitutes a
         single Participant Installation under this section 3.2. The amounts
         stated are for each calendar month. With respect to the individual
         Participant Installations, the following prices apply:



          ------------------------------------------------------------------
            Access Point      Participant     Price per        Price per
            Location          Location        Access Point     Participant
            (general urban                                     Installation
            area)
          ------------------------------------------------------------------
                                                      
              Chicago           Chicago          [**]             [**]
          ------------------------------------------------------------------
              Chicago           Sydney                            [**]
          ------------------------------------------------------------------
              Chicago           Tokyo                             [**]
          ------------------------------------------------------------------
              London            London           [**]             [**]
          ------------------------------------------------------------------
              Frankfurt         Frankfurt        [**]             [**]
          ------------------------------------------------------------------
              New York          New York         [**]             [**]
          ------------------------------------------------------------------


         A Participant can have more than two connections between a Participant
         Installation and an Access Point. [**] will be charged for each
         additional connection.

         The above monthly fees for Participant Installations are based on the
         carrier charges for leased lines between a Participant Installation and
         an Access Point located within the borders of the same city. If the
         Participant Installation is located outside of the city in which the
         Access Point is located, the monthly charge will be increased to cover
         higher carrier costs for installing and maintaining the leased lines,
         if any, and any increased DBS handling costs. DBS will agree with LLC
         on the increased costs before connecting the Participant Installations.

         After receipt of notice canceling a Participant Installation, the
         monthly fee will continue to be charged for the next three full
         calendar months. Upon the cancellation of an Access Point, LLC must pay
         the expenses for line costs or leases charged to DBS by third parties
         until the end of the term of the agreement with the respective
         supplier. Unless LLC grants its prior written consent, the terms of the
         line agreements will not exceed [**], and lease agreements for
         premises will not exceed initial fixed terms of [**]. DBS will
         also charge LLC for the remaining book value (as shown on DBS's books)
         of the fixed assets in the Access Points if DBS cannot


                                                                             -5-

         reasonably use the fixed assets elsewhere. If DBS charges the remaining
         book value, DBS will transfer ownership of the corresponding fixed
         assets to LLC in "as is" condition immediately on receipt of payment;
         LLC is responsible for taking delivery of the fixed assets at the
         Access Points.

4.       Production

4.1      Description of Work

         Operation of the Production Environment for the System:

         The topology of the Production Environment is designed to make an equal
         and high-performance access to the System possible for all connected
         Participants and to maintain a high performance. The security of the
         operated systems is achieved by:

         .     software installation on the backend systems, communication
               servers and other systems to be operated,

         .     continuous monitoring of the architecture and the application,

         .     technical supervision and continuous monitoring of the end-of-day
               processing (including preparation and distribution of the reports
               necessary for the Exchange),

         .     continuous control of the system setup,

         .     redundant data protection of the operated systems,

         .     conclusion and administration of suitable license and maintenance
               agreements.

         The technical performance of the operated systems is achieved by:

         .     capacity and System Management,

         .     selection and use of suitable hardware and software,

         .     continuous performance analysis,

         .     preparation of reports and statistics.


                                                                             -6-

         The Production Environment consists of a redundant backend cluster
         which is distributed to two locations together with subordinated data
         base systems which are also constructed as disaster tolerant.

                               [GRAPHIC OMITTED]

         Illustration 3: CBOT/Eurex(R) Alliance Production Architecture (current
         plan)

4.2      Remuneration

         The remuneration is [**] for each calendar month, commencing pro rata
         temporis for the first month in which the backend hardware is installed
         and ready for installation of Participant data (scheduled to be in the
         first half of May 2000).

5.       Customer Service

5.1      Description of Work

         Customer Service is the central contact for Participants who want
         technical support for the System. Customer Service also deals with all
         technical orders from the LLC Group and coordinates the realization of
         such orders (e.g., the connection of new Participants).

         In the case of introduction of new systems or Modifications, Customer
         Service will give support for Technical Member Readiness and Service
         Implementation.

         Customer Service consists of:


                                                                             -7-

         A.    Connection Services which include:


               .    examining application forms from potential Participants for
                    completeness and plausibility,

               .    supporting the Participant by phone and electronic media in
                    the configuration, installation and operation of its
                    frontend installation,

               .    verification that the Participant Installation complies with
                    the Exchanges' regulations governing the connection of
                    Participants to the System (e.g. "Technische
                    Durchfuhrungsbestimmungen" = "Implementation Regulations
                    Concerning Technical Equipment"),

               .    setting up network connections between the Participant and
                    the Access Point (commissioning, coordinating the dates,
                    setup of the required bandwidths, etc.),

               .    connecting the Participant to the System and testing (Ping
                    Test, FTP Test, Failover Test),

               .    transferring the System application software to the
                    Participants' systems,

               .    technical configuration of the Participant in the backend,

               .    coordinating the functional setup of the Participant in the
                    backend with market supervision and production
                    administration.

               .    moving a Participant Installation from one Access Point to
                    another or from one location to another location.

               The connection (including a move) of a Participant Installation
               requires an order from LLC to DBS. The technical connection of a
               Participant is concluded as soon as the Participant has been
               completely set up in the production system and the Ping Test, the
               FTP Test and the Failover Test have been successfully completed.
               The Participant will be disconnected as soon as LLC notifies DBS
               in writing that the Participant connection must be cancelled.

         B.    Technical Helpdesk (First Level Support) and Change Management

               Technical Helpdesk includes the following services:


                                                                             -8-

               .    solving technical problems in the everyday operation of the
                    Member Integrated System Server (MISSs), the WAN-Routers and
                    the MISS-Router-LAN,

               .    support for troubleshooting of technical errors in the
                    frontend installation,

               .    solving problems with the connection between the Participant
                    and the Access Point,

               .    answering questions on technical matters,

               .    answering questions regarding the VALUES-API interface.


               All Participants operating a frontend installation which is
               classified as "supported" and which fulfills the requirements of
               the Implementation Regulations Concerning Technical Equipment
               will be supported.

               Change Management includes the following services for the
               "supported" Participant Installations:

               .    provision of additional connections and cancellation of
                    connections between the Participant Installation and the
                    Access Point,

               .    setup of additional MISS and cancellation of MISS,

               .    change of report nodes,

               .    setup of new routers in the Participants' premises,

               .    cancellation of a Participant Installation.

         C.    Training

               Technical Training and Technical Update Training will be offered
               at the training locations London (UK) and Chicago (U.S.A.).
               Technical Training is the initial training course for the System.
               Technical Update Training is a follow-up course. Training
               includes:

               .    preparation of the training software and other materials in
                    the Training Environment (Section 7) and function test
                    according to the "Training Service Level Agreements",


                                                                             -9-

               .    preparation of the training sessions (backend and frontend),

               .    carrying out of the training sessions.

               Up to a maximum number of 5 persons, the training sessions will
               be carried out by one trainer. In the case of more than 5, but
               not more than 15 persons, the training sessions will be carried
               out by two trainers. DBS and LLC will establish a training
               schedule every May and November for the following half-year. The
               schedule will contain the scope, the exact dates and times as
               well as the locations where the training sessions shall take
               place. The training sessions shall be carried out in German or
               English, as requested by LLC.

               LLC will coordinate the training schedules with other exchanges
               serviced by DBS.

         D.    Standard Package

               The Standard Package is a turnkey solution offered to
               Participants (in Sun and Intel NT based technologies) which
               includes:

               .    installation and configuration service including a brief
                    local functional and technical introduction;

               .    remote system management, hardware and software maintenance
                    service through 30 June 2001.

               The Standard Package comprises the following components:

               .    sale of hardware and system software for 2 Member
                    Integration System Servers which serve as trader
                    workstations for the stand-alone configuration (as specified
                    in more detail in the "CBOT/Eurex Alliance Standard Package"
                    sent to Participants in February 2000);

               .    installation of frontend System application software based
                    on the most recent releases;

               .    sale of two CISCO 2610 routers, one of which is equipped
                    with one ISDN port;

               .    installation of local area network connection between MISSs
                    and routers;

               .    sale of one standard office laser printer.


                                                                            -10-

               The specific terms and conditions for sale and delivery have been
               separately agreed.

5.2      Remuneration

         A.    Connection Services will be remunerated for each new Participant
               Installation in an amount of [**] per connection as a one time
               charge. If Participants are connected to more than one Access
               Point, the connection to each Access Point constitutes a separate
               Participant Installation. The move of a Participant Installation
               to another location is also a new Participant Installation and
               will be remunerated separately; however, there will be no charge
               under Section 3.2, last paragraph, first sentence, for the three
               calendar months following the cancellation of the old connection.

         B.    Technical Helpdesk and Change Management is charged at a flat fee
               of [**] per month commencing as of 1 April 2000. If the total
               number of Sites connected to the System exceeds [**], an
               additional monthly fee of [**] for each additional Site will be
               charged.

         C.    Training (Technical Training and Technical Update Training) will
               be charged as follows:



                  ------------------------------------------------------------
                   Location    Number of      Price per day    Price per day
                               Trainers       for Technical    for Technical
                                                 Training         Update
                                                                 Training
                  ------------------------------------------------------------
                                                      
                   London      1                   [**]            [**]
                  ------------------------------------------------------------
                               2                   [**]            [**]
                  ------------------------------------------------------------
                   Chicago     1                   [**]            [**]
                  ------------------------------------------------------------
                               2                   [**]            [**]
                  ------------------------------------------------------------


               If a Trainer is required to travel to the Training location, DBS
               will also charge for travel expenses incurred pursuant to DBS
               travel policies (see, Clause 2.2).

               LLC can cancel a training session free of charge by giving one
               month's written notice prior to the scheduled training session.
               If LLC cancels a training session within one month but no later
               than one week prior to the scheduled session, DBS can charge a
               cancellation fee of one half of the training fee per trainer. If
               LLC cancels a training session with less than one week's notice,
               DBS can charge the full fees.

         D.    Standard Packages are provided at a fixed price of [**] charged
               at an initial monthly installment of [**] and [**] subsequent
               monthly installments of [**].


                                                                            -11-

6.       Training Environment

6.1      Description

         DBS will provide and operate the necessary infrastructure for Training
         ("Training Environment") which includes:

         .     frontend hardware and software infrastructure:

               .    creation of training-specific software images,

               .    installation and operation of the required frontend
                    environments and newest software releases,

               .    change of the software images between the training sessions,

               .    remote support during the training sessions,

         .     backend Support:


               .    provision of the training backend hardware and required
                    software infrastructure,

               .    system management.

         The training infrastructure is currently operated at the following
         locations with the number of workstations listed:



             ------------------------------------------------------------------
                 Location          Address                 Number of Training
                                                              Workstations
             ------------------------------------------------------------------
                                                     
                 London            50 Cannon Street               12
                                   UK - London EC4N 6JJ
             ------------------------------------------------------------------
                 Chicago           190 South LaSalle Street       15
                                   USA - Chicago , IL 60603
             ------------------------------------------------------------------
                 Chicago           141 West Jackson Blvd.         20
                                   USA - Chicago, IL 60604
             ------------------------------------------------------------------


         The training facilities located in 141 West Jackson Blvd., Chicago, IL
         60604 are provided by LLC.


                                                                            -12-

6.2      Remuneration

         The remuneration consists of a monthly lump sum per location and a lump
         sum per location and per training day. The following fees apply.



                      ------------------------------------------------------------------------------------
                        Training Environment                      Charge per              Charge per
                                                                    month                training day
                      ------------------------------------------------------------------------------------
                                                                                   
                        London                                       [**]                    [**]
                      ------------------------------------------------------------------------------------
                        Chicago                                      [**]                    [**]
                      ------------------------------------------------------------------------------------
                        Chicago (West Jackson)                       [**]                    [**]
                      ------------------------------------------------------------------------------------


7.       Development Environment

7.1      Description

         DBS provides and operates the infrastructure necessary for the
         development and update of Eurex Software (the "Development
         Environment"). For the purpose of planning the required number of
         software development workstations, DBS and LLC will establish a
         utilization plan by 30 September of each year for the next calendar
         year. The plan will identify the number of required workstations per
         month for the following year. In order to save costs, the frontend
         systems are also used for the Xetra(R) development.

         A.    Development Frontend Hardware and Software Infrastructure:

               .    provision of desktop development and office communication
                    frontend hardware and software (including servers),

               .    setup of the workstations,

               .    removal management,

               .    creation of specific software images,

               .    installation of new server software releases,

               .    installation of new desktop software releases,

               .    system management of the servers,

               .    hardware and software support of the desktop workstations.


                                                                            -13-

         B.   Development Backend Hardware and Software Infrastructure:

              .    installation of the required software on the backend
                   systems,

              .    monitoring the architecture and the application,

              .    permanent control of the system setups,

              .    conclusion and administration of the required license and
                   maintenance agreements.

         C.   Performance Test Environment:

              The performance test environment represents a scaled-down image of
              the System production environment. It serves to monitor the impact
              of software modifications on performance.

         D.   Acceptance Test Environment:

              The acceptance test environment is provided for the acceptance of
              the System application software releases. This environment also
              represents a scaled-down image of the production environment. The
              acceptance test environment is also used for Xetra(R).

7.2      Remuneration

         The remuneration for the Development Environment is contained in the
         hourly rates for DBS personnel and DBS subcontractors (working on an
         hourly basis and not on a fixed price basis) and will not be charged
         separately. With respect to LLC Group personnel (including
         Freelancers), LLC subcontractors and DBS subcontractors working on a
         fixed price basis, DBS will charge [**] per hour and person (based on 8
         hours per day) for the use of the Development Environment.


                                                                            -14-

                                                            INSERT SCHEDULE 9.2b

This schedule describes the services, prices and service levels for the Eurex
Exchanges provided by Deutsche Borse Systems on the signing date of this
Agreement.


                                                                             -1-

                                                                   SCHEDULE 12.3

                              List of Key Personnel



                     ----------------------------------------------------------
                                       LLC                            DBS
-------------------------------------------------------------------------------
                                                 
Program Manager      Jim Amaral          Jurg Spillmann   Frank Gerstenschlager
-------------------------------------------------------------------------------
                     tbd                 Tbd              Thomas Lenz
-------------------------------------------------------------------------------
                     tbd                 Tbd              Thomas Koster
-------------------------------------------------------------------------------
                     tbd                 Tbd              Hanno Klein
-------------------------------------------------------------------------------
                                                          Markus Toporowski
-------------------------------------------------------------------------------
                                                          Matthias Kluber
-------------------------------------------------------------------------------
                                                          Dr. Gerd Kobschall
-------------------------------------------------------------------------------
                                                          Dr. Peter Neuser
-------------------------------------------------------------------------------



                                                                   SCHEDULE 13.2


Gentlemen:

We have been retained by Deutsche Borse Systems AG ("DBS") as a subcontractor
under Clause 3.8 of a Master Software Development Agreement ("Agreement")
between and among Deutsche Borse AG, the Swiss Stock Exchange, Ceres Trading
Limited Partnership, CBOT/Eurex Alliance L.L.C. and DBS, among others, to
develop certain software modifications to what is referred to in that Agreement
as the Eurex Software (the "Modifications"). With respect to the Modifications
and for the sole purpose of delineating the extent of our rights in the
Modifications, we hereby confirm as follows:

1.   The intellectual property rights in the Modifications and all original work
     product and copies thereof including tapes, listings and other
     documentation developed by us in making the Modifications shall be deemed
     to be owned by you. At your expense, we shall take such steps as you
     reasonably require to vest and perfect such ownership in you and/or your
     designees and hereby grant to you the irrevocable, exclusive and
     transferable right in the Modifications and in all data, databases and
     works belonging thereto in source code and object code together with all
     written or machine readable documentation and in any materials and results
     pertaining thereto to use the same for all purposes connected with the
     business purpose of you and your Affiliates in any way and form and without
     temporal or geographic limitation.


2.   Without limiting the generality of the foregoing, we acknowledge that we
     have irrevocably granted to you the right to copy the Modifications, to
     publish and to distribute the Modifications, or any portions thereof, under
     any name and to adapt them, to create derivative works of the
     Modifications, to translate the Modifications and to publish such
     adaptations, derivative works and/or translations of the Modifications, to
     transmit or broadcast the Modifications also in any interactive way and to
     rent the Modifications to third parties. We agree that you are regarded as
     the maker of any databases and that you own all economic exploitation
     rights and that you may reproduce, distribute and communicate to the public
     any such database in part or in total. You are entitled to grant
     sublicenses in all of the above-mentioned rights.


3.   As regards the moral rights in the Modifications, we acknowledge that we
     are responsible for assuring that you are entitled to (a) the undisturbed
     use of the Modifications and (b) in particular and without limitation
     hereto, to exercise for the relevant author the right of dissemination, the
     right of recognition of authorship, the right to prevent distortions of the
     work, the right to decide whether the work should bear the author's
     designation, the right of access to copies of the work and the revocation
     rights in the Modifications. If in the context of your undisturbed use of
     these rights a dispute arises between you and an author, then we shall make
     sure that the author exercises its moral rights as you direct.

4.   We acknowledge that we are precluded from developing for ourselves or for
     others materials which are derived from those produced in creating the
     Modifications. However, subject to our confidentiality obligations, this
     restriction will not preclude us from using general concepts, know-how and
     ideas used or developed in the course of providing services under our
     agreement with Deutsche Borse Systems AG.

5.   You understand that the tools, methodologies, techniques, and related
     information used by us to create the Modifications are and shall remain our
     property. Except as we have specified in the attachment hereto, we have not
     incorporated any third party technology (including our own proprietary
     technology) into the Modifications or otherwise used any third party
     technology in the creation or implementation of the Modifications in a
     manner that would infringe upon any proprietary interests of a third party
     or require a license from a third party in order to lawfully use, copy,
     support, modify or distribute the Modifications or any component thereof.

6.   This letter is governed by German substantive law, excluding the United
     Nations Convention on the International Sale of Goods.


                                Very truly yours,

[NAME OF SUBCONTRACTOR]

By: __________________________

    __________________________

EX-10.20

                                                                   Exhibit 10.20

         Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission pursuant to a request for
             confidential treatment.  Asterisks denote omissions.

                        CONFIRMATION OF RIGHTS AGREEMENT
                        --------------------------------

          THIS CONFIRMATION OF RIGHTS AGREEMENT (this "Agreement") is made and
entered into on July 27, 2000 (the "Effective Date") by and among Deutsche Borse
AG, a German Aktiengesellschaft with its registered office in Frankfurt am Main,
Federal Republic of Germany ("DBAG"), the Swiss Stock Exchange, a Swiss
association with its registered office in Zurich, Switzerland ("SWX"), Ceres
Trading Limited Partnership, a Delaware limited partnership having its principal
offices in Chicago, Illinois, U.S.A. ("Ceres"), and the Board of Trade of the
City of Chicago, an Illinois not-for-profit corporation ("CBOT").

          WHEREAS, DBAG, SWX, Ceres and CBOT are parties to that certain
Alliance Agreement dated October 1, 1999 (the "Alliance Agreement") and that
certain Software License Agreement dated October 1, 1999 (the "Software License
Agreement");

          WHEREAS, the Alliance Agreement and the Software License Agreement
govern the parties' rights in and to Programs (as defined in the Software
License Agreement) and Modifications (as defined in the Software License
Agreement), also referred to as the "Eurex Software;"

          WHEREAS, DBAG and SWX have developed Modifications known as Eurex
Release 4.0 of the Eurex Software  without the participation of Ceres or CBOT,
and are in the process of developing Modifications known as Eurex Release 4.1 of
the Eurex Software;

          WHEREAS, pursuant to Section 3.4 of the Alliance Agreement, Ceres and
CBOT are required to reimburse DBAG and SWX for  a portion of the research and
development costs  incurred in  developing certain components of Eurex Release
4.0 as further described in Exhibit A (the "4.0 Modifications") and of Eurex
Release 4.1 as further described in Exhibit A (the "4.1 Modifications," and
together with the 4.0 Modifications, the "4.0 and 4.1 Modifications") before
using the 4.0 and 4.1 Modifications;

          WHEREAS, Ceres desires to pay such portion as set forth in this
Agreement and, in return, DBAG and SWX desire to confirm Ceres' right to use the
4.0 and 4.1 Modifications.

          NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by the
parties hereto, the parties agree as follows:

     1.   4.0 Modifications.  Ceres shall reimburse DBAG and SWX for the
research and development costs for the 4.0 Modifications in accordance with the
terms and conditions set forth in Exhibit B.  Subject to the limitations set
forth in Exhibit B, Ceres and any entity in which it may be merged or which
acquires all or substantially all of its assets and its successors and permitted
assigns (the "Ceres Licensee")  shall, as of the Effective Date, have the right
to use the 4.0 Modifications, and to exercise all other rights Ceres Licensee
may have with respect to the 4.0 Modifications under the Alliance Agreement or
Software License Agreement.  The parties acknowledge and agree that the 4.0
Modifications are Modifications (as defined in the Software License Agreement)
and that the ownership and use of the 4.0 Modifications shall be governed by the
provisions in the Alliance Agreement and Software License Agreement regarding
Modifications.

     2.   Current 4.1 Modifications.  Ceres shall reimburse DBAG and SWX for the
research and development costs for the 4.1 Modifications incurred by DBAG and
SWX as of the Effective Date in accordance with the terms and conditions set
forth in Exhibit B.  Subject to the limitations set forth in Exhibit B, Ceres
Licensee shall, as of the Effective Date, have the right to use the 4.1
Modifications, as such 4.1 Modifications exist as of the Effective Date (the
"Current 4.1 Modifications"), and to exercise all other rights Ceres Licensee
may have with respect to the Current 4.1 Modifications under the Alliance
Agreement or Software License Agreement.  The parties acknowledge and agree that
the Current 4.1 Modifications are Modifications (as defined in the Software
License Agreement) and that the ownership and use of the Current 4.1
Modifications shall be governed by the provisions in the Alliance Agreement and
Software License Agreement regarding Modifications.


                                       1



     3.   Future 4.1 Modifications.  All further development of the 4.1
Modifications performed by Deutsche Borse Systems AG ("DBS") that takes place
after the Effective Date (the "Future 4.1 Modifications") shall be performed
under that certain Master Software Development Agreement  dated July 20, 2000,
to which DBAG, SWX, Ceres, CBOT and DBS, among others, are parties (the
"Software Development Agreement") according to one or more Change Requests (as
defined in the Software Development Agreement).  The rights and obligations of
the parties with respect to the Future 4.1 Modifications shall be governed by
the Software Development Agreement and such Change Requests, except that:  (i)
the parties shall cause LLC (as defined in the Software Development Agreement)
to invoice DBAG and SWX for the portion of the research and development costs,
and any other costs incurred under the Software Development Agreement, for the
Future 4.1 Modifications for which a member of the CBOT Group would otherwise be
responsible, and DBAG shall be responsible for paying such invoices; and (ii)
Ceres shall reimburse DBAG and SWX for such costs in accordance with paragraph
(2) of Exhibit B.

     4.   No Other Payments.  Except as expressly set forth in this Agreement,
no member of the CBOT Group (as defined in the Alliance Agreement) shall have
any other obligation to pay any other fees in order to use the 4.0 and 4.1
Modifications or to otherwise exercise its rights under the Alliance Agreement
or Software License Agreement with respect to the 4.0 and 4.1 Modifications.
SWX acknowledges and agrees that payments made by Ceres to DBAG, for the benefit
of both DBAG and SWX, as set forth in Exhibit B, shall satisfy Ceres' obligation
to pay SWX under this Agreement and that no member of the CBOT Group is
obligated to make any payment directly to SWX in connection with the 4.0 and 4.1
Modifications.

     5.   General Provisions.  This Agreement hereby incorporates by reference
the terms and conditions of Article 9 of the Software License Agreement,
including the guarantee obligations of Section 9.7, and such terms and
conditions shall apply to this Agreement mutatis mutandis.  For the avoidance of
doubt, the restructuring plan described in the May 16, 2000 "Restructuring
Report" of the CBOT constitutes a Reorganization, as that term is defined in the
Alliance Agreement.

     6.   Approval. This Agreement is subject to the approval of the Board of
Directors of each of DBAG, SWX and CBOT, as the Managing Partner of Ceres. If
any such party fails to provide notice to the other parties by August 10, 2000
that its Board of Directors has not approved this Agreement, then the Board of
Directors of such party shall be deemed to have approved this Agreement.

     7.   Other Modifications.  For the avoidance of doubt, this Agreement does
not address the parties' respective rights and obligations with respect to
those components of Eurex Release 4.0 and Eurex Release 4.1 which are not 4.0
Modifications or 4.1 Modifications or the Modifications known as Eurex Release
3.0, JV Release 1.0 and JV Release 2.0 of the Eurex Software. The parties
acknowledge that Eurex Release 4.1 Change Request 016 is not a 4.1 Modification,
but that they will have further discussions regarding this Change Request.

                  *          *         *         *          *

                                       2


CERES TRADING                             DEUTSCHE BORSE AG
LIMITED PARTNERSHIP

     BY:  Board of Trade of the
          City of Chicago


     BY:  /s/ Dennis A. Dutterer          BY:  /s/ Andreas Preuss
          ----------------------------         ---------------------------
     ITS: Pres. and CEO                   ITS: SVP Business Development
          ----------------------------         ---------------------------

     BY:  /s/ Paul J. Draths              BY:  /s/ Jorg Franke
          ----------------------------         ---------------------------
     ITS: Vice President and Secretary    ITS: Member of the Board
          ----------------------------         ---------------------------

BOARD OF TRADE OF                         SWISS STOCK EXCHANGE
THE CITY OF CHICAGO


     BY:  /s/ Dennis A. Dutterer          BY:  /s/ Illegible
          ----------------------------         ---------------------------
     ITS: Pres. and CEO                   ITS: Corporate Secretary
          ----------------------------         ---------------------------

     BY:  /s/ Paul J. Draths              BY:  /s/ R.T. Meier
          ----------------------------         ---------------------------
     ITS: Vice President and Secretary    ITS:  Director International and
          ----------------------------          Research
                                               ---------------------------





                                       3



                                   Exhibit A

                           4.0 and 4.1 Modifications


                                       4


                                                                      EXHIBIT  A
   Eurex Release 4.0 Change Requests:


------------------------------------------------------------------------------------------------------------------------------------
                                                                         Impact on
                                                                      ----------------
N (degrees)  Name                    Affected                 Current  Estimated   Est.   Date of Delivered
                                      Release     Decision     Status Cost in EUR  (WD)  Signature   by   Shared   Eurex  Common
------------------------------------------------------------------------------------------------------------------------------------
                                                                                       
000 P0-00891 Functional Fine
    Specification [* *]                  R4  Steering Committee Closed   [* *]    [* *]   12/20/99  6/25/00
------------------------------------------------------------------------------------------------------------------------------------
000 P1-00891 Performance Fine
    Specification [* *]                  R4  Steering Committee Closed   [* *]    [* *]   12/20/99  6/25/00
------------------------------------------------------------------------------------------------------------------------------------
000 P2-00891 [* *] Implementation.doc    R4  Steering Committee Closed   [* *]    [* *]   12/20/99  6/25/00  [* *]   [* *]   [* *]
------------------------------------------------------------------------------------------------------------------------------------
001 Extend [* *] Stream                  R4  Steering Committee Closed   [* *]    [* *]   12/20/99  6/25/00  [* *]
------------------------------------------------------------------------------------------------------------------------------------
002 Send [* *] Information to BAWe       R4  Steering Committee Closed   [* *]       -    12/20/99  6/25/00            -
------------------------------------------------------------------------------------------------------------------------------------
003 Block Trades [* *]                   R4  Steering Committee Closed   [* *]    [* *]   12/20/99  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
004 [* *] Detection                      R4  Steering Committee Closed   [* *]    [* *]    12/9/99  6/25/00                  [* *]
------------------------------------------------------------------------------------------------------------------------------------
005 [* *] Enhancements                   R4  Steering Committee Closed   [* *]    [* *]    12/9/99  6/25/00                  [* *]
------------------------------------------------------------------------------------------------------------------------------------
008 Extend [* *]  Stream -
    [* *] GUI (Java) changes             R4  Steering Committee Closed   [* *]    [* *]   20/12/99  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
009 Merge [* *]                          R4  Steering Committee Closed   [* *]    [* *]   12/22/99  6/25/00  [* *]
------------------------------------------------------------------------------------------------------------------------------------
010 Functional Changes in [* *]          R4  Steering Committee Closed   [* *]    [* *]   12/22/99  6/25/00  [* *]
------------------------------------------------------------------------------------------------------------------------------------
012 [* *] Assignment Performance
    Amendments                           R4  Steering Committee Closed   [* *]    [* *]   12/22/99  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
013 [* *] Format Window                  R4  Steering Committee Closed   [* *]    [* *]   12/22/99  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
014 Improvement of [* *]                 R4  Steering Committee Closed   [* *]    [* *]    2/2/00   6/25/00                  [* *]
------------------------------------------------------------------------------------------------------------------------------------
015 Compatibility Test [* *]             R4  Steering Committee Closed   [* *]    [* *]    2/2/00   6/25/00                  [* *]
------------------------------------------------------------------------------------------------------------------------------------
016 [* *] Enhancements                   R4  Steering Committee Closed   [* *]    [* *]    2/2/00   6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
017 Enhance [* *] (Java) for [* *]       R4  Steering Committee Closed   [* *]    [* *]    3/29/00  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
018 Add [* *] Button in [* *]
    Application                          R4  Steering Committee Closed   [* *]    [* *]    4/12/00  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
019 Stop support of [* *] as new
    front-end platform                   R4  Steering Committee Closed   [* *]       -     4/26/00  6/25/00                    -
------------------------------------------------------------------------------------------------------------------------------------
020 Change name of [* *] into [* *]      R4  Steering Committee Closed   [* *]    [* *]    5/10/00  6/25/00          [* *]
------------------------------------------------------------------------------------------------------------------------------------
021 Flow Control for [* *]               R4  Steering Committee Closed   [* *]    [* *]    5/24/00  6/25/00                  [* *]
------------------------------------------------------------------------------------------------------------------------------------
022 Reconcile [* *] Changes (March 1
    to April 21, 2000)                   R4  Steering Committee Closed   [* *]      n/a    6/21/00  6/25/00
------------------------------------------------------------------------------------------------------------------------------------
*) Fixed price contract
------------------------------------------------------------------------------------------------------------------------------------
Total Planned Effort                                                     [* *]    [* *]                      [* *]   [* *]   [* *]
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Actual Effort spent                                                      [* *]    [* *]
-----------------------------------------------------------------------------------------------------------
                                                                      payments
                                                         2000 dbag       [* *]
                                                         2000 swx        [* *]
                                                         1999 dbag       [* *]
                                                         1999 swx        [* *]
                                                                         [* *]
                                                                                  [* *]



   Eurex 4.0 Implementation



------------------------------------------------------------------------------------------------------------------------------------
                                     Total                                                 Total           Total
                                    planned                                                actual          Effort,
                                     Effort,                                               Effort,       incl. Fine
                                   incl. Fine                                             incl. Fine     spec phase
                                   spec  phase                                            spec phase     + Overhead
CR # Component                        (MD)                   Description                    in EUR         in EUR
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
------------------------------------------------------------------------------------------------------------------------------------
     Shared Enhancements [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          proportional
                                                                                                          Common           [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  [* *]                             [* *]   Performance improvement of [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  [* *]                             [* *]   [* *] tests
------------------------------------------------------------------------------------------------------------------------------------
000  SLR                               [* *]   Definition of service level requirements
------------------------------------------------------------------------------------------------------------------------------------
                                               Enhance the performance of [* *]
000  PAM                               [* *]   processes [* *] (e.g. [* *])
------------------------------------------------------------------------------------------------------------------------------------
000  Performance Architects            [* *]   [* *] model; [* *] study
------------------------------------------------------------------------------------------------------------------------------------
                                               Improve [* *] processing on the [* *]
000  PIOS                              [* *]   (accesses to the [* *])
------------------------------------------------------------------------------------------------------------------------------------
000  TAFT                              [* *]   Tool for [* *] tests
------------------------------------------------------------------------------------------------------------------------------------
000  GATE                              [* *]   Front End [* *] upgrade
------------------------------------------------------------------------------------------------------------------------------------
000  [* *] Test                        [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                               Application only needs to subscribe to the trade
001  Extend [* *] Stream               [* *]   confirmation  broadcast stream
------------------------------------------------------------------------------------------------------------------------------------
                                               Eliminate [* *] by ensuring that the [* *] message
                                               and corresponding [* *] message are generated at
009  Merge [* *]                       [* *]   the same time by the same server
------------------------------------------------------------------------------------------------------------------------------------
010  Functional changes in [* *]       [* *]   Apply valid [* *]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
     Total                             [* *]                                                  [* *]        [* *]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
     Clearing (100% Eurex)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          proportional
                                                                                                          Common           [* *]
------------------------------------------------------------------------------------------------------------------------------------

000  [* *] in JAVA                     [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  VALUES API                        [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  [* *] Clearing                    [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  Clearing API                      [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  [* *]                             [* *]
------------------------------------------------------------------------------------------------------------------------------------
003  Block Trades on [* *]             [* *]   Ability to [* *] or to [* *] when entering a table
------------------------------------------------------------------------------------------------------------------------------------
008  Extend [* *] Stream-[* *]                 [* *] and [* *] were added to the [* *] stream and must
     GUI (JAVA) Changes                [* *]   be added to the Java Gui applications
------------------------------------------------------------------------------------------------------------------------------------
012  [* *] Assignment Performance              Provide members with [* *] messages so [* *] process can
     Amendments                        [* *]   start earlier
------------------------------------------------------------------------------------------------------------------------------------
                                               Date and number format will be entered in one window and
013  [* *] Format Window               [* *]   be effective on every window where these changes apply
------------------------------------------------------------------------------------------------------------------------------------
                                               Create a more user-friendly field to represent a blank
016  [* *] Enhancements                [* *]   in a mandatory field
------------------------------------------------------------------------------------------------------------------------------------
017  Enhance [* *] (JAVA)
     For [* *]                         [* *]   Allow [* *] to send messages to the [* *]
------------------------------------------------------------------------------------------------------------------------------------
018  Add [* *] Button in [* *]
     Application                       [* *]   - no further description available -
------------------------------------------------------------------------------------------------------------------------------------
019  Stop support of [* *] as
     new front-end platform            [* *]
------------------------------------------------------------------------------------------------------------------------------------
020  Change name of [* *]
------------------------------------------------------------------------------------------------------------------------------------
     into [* *]                        [* *]   - no further description available -
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                           EXHIBIT A

------------------------------------------------------------------------------------------------------------------------------------
     Total                             [* *]                                                  [* *]        [* *]
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
     Common
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
000  Documentation                     [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  Common Tasks                      [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  Release Management                [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Total CBOT
                                                                                                                      Contributions
000  Introduction Support              [* *]                                                                              in EUR
------------------------------------------------------------------------------------------------------------------------------------
000  Program Management/Office         [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  Architects Office                 [* *]                                                                              [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  Operational Readiness             [* *]
------------------------------------------------------------------------------------------------------------------------------------
000  Work Deferred                     [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                               Publishes a gap notification message in                                 Total Eurex
                                               each required front and notifies with a VALUES                         Contributions
004  [* *] Detection                   [* *]   API based application                                                   in Mio. EUR
------------------------------------------------------------------------------------------------------------------------------------
005  [* *] Enhancements                [* *]   Ongoing Production monitoring [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                               Introduce additional compression algorithms
014  Improvement of [* *]              [* *]   [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                               Must assure that all functionality of [* *]
015  Compatibility Test [* *]          [* *]   run properly
------------------------------------------------------------------------------------------------------------------------------------
021  Flow Control for [* *]            [* *]   - no further description available -
------------------------------------------------------------------------------------------------------------------------------------





------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
------------------------------------------------------------------------------------------------------------------------------------
     Contingency                    [* *]
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               [* *]
------------------------------------------------------------------------------------------------------------------------------------
     Total                          [* *]                                                   [* *]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                    [* *]                                                   [* *]          [* *]        [* *]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
     To be paid after usage
     [* *]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
000  Trading [* *]                  [* *]                                                   [* *]
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                    [* *]                                                   [* *]
------------------------------------------------------------------------------------------------------------------------------------



                                                                       EXHIBIT A
       Eurex Release 4.1 Change Requests:


------------------------------------------------------------------------------------------------------------------------------------
                                                                     Impact on
                                                                 -----------------
                                                                 Estimated
                              Affected                Current     Cost in    Est.     Date of    Delivery
 N (degrees)  Name            Release    Decision     Status        EUR      (wd)    Signature       by      Shared   Eurex   Common
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             
000   P3-00853 JAVA [* *]        4.1     Steering     Accepted      [* *]    [* *]    12/6/99    10/30/00    [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------
000   P0-00928 [* *]             4.1     Steering     Accepted      [* *]    [* *]     2/2/00    10/30/00                     [* *]
      Fine Specifications                Committee
------------------------------------------------------------------------------------------------------------------------------------
000   P2-00928 [* *]             4.1     Steering     Accepted      [* *]    [* *]    4/15/00    10/30/00    [* *]    [* *]   [* *]
      Implementation                     Committee
------------------------------------------------------------------------------------------------------------------------------------
001   Implementation of new      4.1     Steering     Accepted      [* *]    [* *]    3/15/00    10/30/00             [* *]
      [* *] for the [* *]                Committee
------------------------------------------------------------------------------------------------------------------------------------
002   Design [* *] Trading       4.1     Steering     Accepted      [* *]    [* *]    3/15/00    10/30/00    [* *]
      [* *]                              Committee
------------------------------------------------------------------------------------------------------------------------------------
003   [* *] Functionality in     4.1     Steering     Accepted      [* *]    [* *]    3/29/00    10/30/00             [* *]
      [* *]                              Committee
------------------------------------------------------------------------------------------------------------------------------------
006   [* *]  - Implementation    4.1     Steering     Accepted      [* *]    [* *]    4/12/00    10/30/00                     [* *]
      and Test                           Committee
------------------------------------------------------------------------------------------------------------------------------------
007   [* *] Overview - [* *]     4.1     Steering     Accepted      [* *]    [* *]    4/12/00    10/30/00             [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------
008   Enhancement [* *]          GUI     Steering     Accepted      [* *]    [* *]    4/12/00    11/27/00                     [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------
009   [* *] Concept              GUI     Steering     Accepted      [* *]    [* *]    4/12/00    11/27/00                     [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------
013   [* *] Installation         4.1     Program      Accepted      [* *]    [* *]    5/10/00    10/30/00                     [* *]
      Check                              Management
------------------------------------------------------------------------------------------------------------------------------------
014   Common Code for [* *]      4.1     Program      Accepted      [* *]    [* *]    5/10/00    10/30/00             [* *]
      (JAVA) for [* *] and               Management
      [* *]
------------------------------------------------------------------------------------------------------------------------------------
015   Stop Support of [* *]      4.1     Steering     Accepted                                   10/30/00
      as Platform for new                Committee
      Trading GUI
------------------------------------------------------------------------------------------------------------------------------------
016   Effort for separate        4.1     Steering     Approved      [* *]    [* *]    5/24/00    11/27/00             [* *]
      roll-out of Java [* *]             Committee
------------------------------------------------------------------------------------------------------------------------------------
017   Enhance [* *] Handling     4.1     Steering     Approved      [* *]    [* *]    5/10/00    10/30/00                     [* *]
      (SIR 9070)                         Committee
------------------------------------------------------------------------------------------------------------------------------------
018   Windows 2000 [* *]         4.1     Program      Accepted      [* *]    [* *]    5/24/00    10/30/00                     [* *]
                                         Management
------------------------------------------------------------------------------------------------------------------------------------
019   [* *] Increase             4.1     Steering     Approved      [* *]    [* *]    6/21/00    10/30/00                     [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------
020   Eurex [* *] Application    4.1     Steering     Approved      [* *]    [* *]    6/21/00    10/30/00    [* *]
      for Eurex [* *]                    Committee
------------------------------------------------------------------------------------------------------------------------------------
021   Enhancement of [* *]       4.1     Steering     Approved      [* *]    [* *]    6/21/00    10/30/00    [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------
022   Update Eurex Training      4.1     Steering     Approved      [* *]    [* *]    7/5/00     10/30/00                     [* *]
      Documentation                      Committee
------------------------------------------------------------------------------------------------------------------------------------
023   Enhance [* *]              4.1     Steering     Approved      [* *]    [* *]    7/5/00     10/30/00    [* *]
                                         Committee
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                                       Total        [* *]    [* *]                           [* *]    [* *]   [* *]
------------------------------------------------------------------------------------------------------------------------------------






                                                                                                                       EXHIBIT A
--------------------------------------------------------------------------------------------------------------------------------
            Eurex 4.1 Implementation
--------------------------------------------------------------------------------------------------------------------------------
                                           Total                                                          Total Effort
                                          Effort                                      Total Effort         + Overhead
     CR #   Project                        (MD)    Description                        in Mio. EUR         in Mio. EUR
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
            Shared Components [* *]
                                                                                                          proportional     [* *]
                                                                                                          Common
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   Fine Specs [* *]              [* *]
--------------------------------------------------------------------------------------------------------------------------------
      000   Trading GUI on JAVA           [* *]    The GUI as it was delivered with       [* *]
                                                   Eurex Release 3.1, modifications
                                                   included for Eurex Release 4.0,
                                                   for the CBOT/Eurex Joint Venture
                                                   Release 1.0 trading application,
                                                   [* *]
--------------------------------------------------------------------------------------------------------------------------------
Imp TS100   Options matcher (OPTIMA)      [* *]    With Eurex Release 4.1 the [* *]   Not available
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   Taft Automatic Options,       [* *]
            OCQ, Pro Rata
--------------------------------------------------------------------------------------------------------------------------------
      000   AUTOPET (Automatic                     [* *] performance tests            Costs in
            Performance Tests)                                                        Implementation
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   Product Specific Holidays     [* *]
--------------------------------------------------------------------------------------------------------------------------------
Imp FS220   [* *] Block Trades            [* *]    OTC Block Trade Entry enables      Not in initial
            for [* *]                              Eurex members to clear OTC         scope
                                                   contracts through the
                                                   clearing system of Eurex.
--------------------------------------------------------------------------------------------------------------------------------
      002   Design Product-Specific       [* *]    A derivative product and its           [* *]
            Trading [* *]                          underlying need to follow the
                                                   same holiday schedule.
                                                   However, for different products
                                                   there are different holidays to
                                                   consider, for example for
                                                   [* *] products.
--------------------------------------------------------------------------------------------------------------------------------
      020   [* *] Application for         [* *]    With the introduction of the           [* *]
            Eurex R4.1                             new client / server architecture
                                                   and the introduction of
                                                   Values API the printed trade
                                                   confirmations from the end
                                                   user device needed to be
                                                   replaced. A new Application was
                                                   been written to create the trade
                                                   confirmations (PTC Application)
                                                   In Eurex Release 4.0 this
                                                   application works for Windows NT
                                                   only.
                                                   This document describes the scope,
                                                   impact and costs of porting the
                                                   PTC Application to Sun Solaris
                                                   and adapting it to Eurex Release
                                                   4.1.
--------------------------------------------------------------------------------------------------------------------------------
      021   Enhancement of [* *]          [* *]    This change request presents a         [* *]
                                                   general concept of [* *] valid
                                                   for all matching scenarios.
                                                   As a consequence, the [* *]
                                                   against [* *] is ensured. In
                                                   addition, the changes imply an
                                                   enhancement toward a consistent
                                                   and transparent [* *]
--------------------------------------------------------------------------------------------------------------------------------
      023   Enhance Front End Inside      [* *]    Applications are terminating           [* *]
            Market Handling                        when [* *] caused by state
                                                   changes let a communication
                                                   queue [* *] (SIR 10462). The
                                                   problem will be fixed by
                                                   using [* *].
--------------------------------------------------------------------------------------------------------------------------------
            Total                         [* *]                                           [* *]              [* *]
--------------------------------------------------------------------------------------------------------------------------------
            100% Eurex
                                                                                                          proportional     [* *]
                                                                                                          Common
--------------------------------------------------------------------------------------------------------------------------------
Imp FS030   Eurex Observer                [* *]    The Eurex Observer Back End            [* *]
                                                   enhancements include:
                                                    . Performance improvements
                                                    . New [* *] products should be
                                                      processed and evaluated for
                                                      [* *] alerts
                                                    . New OTC Block trades on
                                                      futures should be
                                                      processed and evaluated for
                                                      Eurex Observer alerts
                                                    . Basis trades separated
                                                      from other trades and
                                                      evaluated for Eurex
                                                      Observer alerts
--------------------------------------------------------------------------------------------------------------------------------
Imp TS110   CEF Introduction              [* *]    Because CEF can only be accessed   Not available
                                                   via a TCP/IP connection, the
                                                   [* *] has to be
                                                   modified due to the protocol
                                                   change and the interface
                                                   specifications of CEF.
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   VALUES API                    [* *]
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   GUI Clearing                  [* *]
            Functionality II
--------------------------------------------------------------------------------------------------------------------------------
      001   Implementation of new [* *]   [* *]    Subject of this change request        [* *]
            for the OTC-Basis Trade                is the implementation of a
            Facility                               [* *] in the Eurex [* *] in
                                                   order to figure out the correct
                                                   Hedge Ratio (Cash Bond/Future).
                                                   The description of the necessary
                                                   adjustments should serve as a
                                                   basis for a time/implementation
                                                   effort estimate. Depending on
                                                   the chosen hedge type in the [* *]
                                                   Entry the number of contracts of
                                                   the [* *] must be in a defined
                                                   proportion to the nominal value
                                                   of the cash asset. Corresponding
                                                   to the chosen hedge type, the
                                                   relation between the Future and
                                                   the cash asset is determined
                                                   through the [* *].
--------------------------------------------------------------------------------------------------------------------------------
      003   Print Functionality           [* *]    The Users of the Eurex System          [* *]
            in GUI Applications                    currently have the possibility
                                                   to make [* *] in order to
                                                   document them. This function is
                                                   especially important in the [* *].
                                                   With the introduction of the [* *]
                                                   that function.
                                                   A [* *] functionality should be
                                                   [* *] in the [* *] and [* *]. It
                                                   should be possible to [* *] the
                                                   complete [* *] contained in the
                                                   actual window or to [* *] and
                                                   [* *] either rows or columns.
--------------------------------------------------------------------------------------------------------------------------------
      007   Exercise Overview -           [* *]    In the current development             [* *]
            Entry of Expiration Month              version of the [* *] it is
                                                   possible to filter the [* *]
                                                   either for [* *] or for a
                                                   [* *]. There should be a
                                                   possibility to filter a profile
                                                   plus the [* *] to inquire on all
                                                   [* *] (Issue 227).
--------------------------------------------------------------------------------------------------------------------------------





                                                                                                                       EXHIBIT A
--------------------------------------------------------------------------------------------------------------------------------
            Eurex 4.1 Implementation
--------------------------------------------------------------------------------------------------------------------------------
                                           Total                                                     Total Effort
                                          Effort                                      Total Effort   + Overhead
     CR #   Project                        (MD)    Description                        in Mio. EUR    in Mio. EUR
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
      014   Common Code for Clearing      [* *]    Currently a code version for the       [* *]                    Total CBOT
            GUI (Java) [* *]                       [* *] application for the exchange                              Contributions
                                                   members and a separate version for                              in Mio. EUR
                                                   the [* *] exists. The [* *] for
                                                   [* *] is only available on Windows
                                                   NT, not on Solaris and AIX.
                                                   In Eurex Release [* *] all code
                                                   changes will be incorporated into
                                                   a "common" Eurex Release [* *] code
                                                   using [* *] (without backward
                                                   compatibility) and tested on all
                                                   supported platforms. This means
                                                   that there will be only [* *]
                                                   version of the [* *] comprising
                                                   the application for [* *] and for
                                                   the members.
------------------------------------------------------------------------------------------------------------------------------------

      016   Effort for separate roll-out  [* *]    Eurex decided to roll out Eurex        [* *]
            of Java [* *] GUI                      Release [* *] together with the
                                                   related Project [* *] on 30
                                                   Oct 2000. The [* *] cannot be
                                                   delivered at that time and will
                                                   be rolled out separately about
                                                   [* *] after the introduction of
                                                   Eurex R [* *]. This leads to two
                                                   different introduction days for
                                                   Eurex R [* *] and consequently
                                                   additional effort arises for the
                                                   following project teams / line
                                                   departments
                                                   [* *]
                                                   [* *]
                                                   [* *]
                                                   [* *]
                                                   [* *]
                                                   [* *]
--------------------------------------------------------------------------------------------------------------------------------
            Total                         [* *]                                       [* *]          [* *]
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Total Eurex
                                                                                                                   Contributions
                                                                                                                   in Mio. EUR

                                                                                                                   [* *]
--------------------------------------------------------------------------------------------------------------------------------
            Common
--------------------------------------------------------------------------------------------------------------------------------

   FS 000   Fine Specs Architecture       [* *]    With the increasing number of
                                                   transactions to be processed
                                                   the [* *] are more and more a
                                                   general [* *]  of the system.
                                                   Performance activities will
                                                   overall reduce the [* *].
                                                   Architecture improvements cover
                                                   improvements of the [* *]
                                                   processing, architecture
                                                   improvements, and the [* *].
--------------------------------------------------------------------------------------------------------------------------------
   FS 000   File [* *] Reduction [* *]    [* *]                                       [* *]
--------------------------------------------------------------------------------------------------------------------------------
  IMP 000   Performance Improvement       [* *]    Improves the architecture on the   Costs in
            of Architecture and                    [* *] to reduce the [* *] to the   Implementation
            Monitoring (PIAMO)                     members and to allow detailed
                                                   [* *]
--------------------------------------------------------------------------------------------------------------------------------
            Common Tasks (Doku, Taste,    [* *]
            etc.)
--------------------------------------------------------------------------------------------------------------------------------
  IMP 000   SLR                                    Definition of service level
                                                   requirements
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   Regression Tests
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   Management                    [* *]
--------------------------------------------------------------------------------------------------------------------------------
  Imp 000   Service Implementations       [* *]
--------------------------------------------------------------------------------------------------------------------------------
      006   FS040 - Trading Calendars     [* *]    The operating schedule of the      [* *]
                    Fine Specification             exchange is determined by the
                                                   exchange [* *]. The conse-
                                                   quences of these conditions are
                                                   the necessity of [* *] in the
                                                   Eurex system, which are very
                                                   difficult and time consuming
                                                   for [* *].
--------------------------------------------------------------------------------------------------------------------------------

      008   Enhancement for [* *]         [* *]    Feedback from the existing [* *]
                                                   users, working groups suggests
                                                   additional enhancements to the
                                                   [* *] include:
                                                   Additional [* *] capability,
                                                   Ability to [* *];
                                                   Additional [* *] capabilities [* *]
                                                   [* *] for certain product [* *]    [* *]
--------------------------------------------------------------------------------------------------------------------------------

      009   [* *] Concept                 [* *]    The current version of [* *] has   [* *]
                                                   no [* *] Users required various
                                                   events to be [* *]
--------------------------------------------------------------------------------------------------------------------------------

      013   [* *] Check-Tool              [* *]    A [* *] should be introduced to    [* *]
                                                   [* *] of the [* *] and [* *]
                                                   processes, the [* *] processing
                                                   and the [* *] flow of [* *] and
                                                   [* *]. This is done in order to
                                                   get fast and more comprehensive
                                                   online information about [* *]
                                                   e.g. allowing [* *].
--------------------------------------------------------------------------------------------------------------------------------

      017   Enhance [* *] (SIR            [* *]    At the Moment, a member can        [* *]
            9070)                                  access the [* *] only if at
                                                   least one [* *] and the [* *]
                                                   can build up a [* *]. At the
                                                   end of the [* *], the
                                                   front-ends are shut down by
                                                   the host (STOP) [* *]. After
                                                   the [* *] the recoverable [* *]
                                                   that are already [* *] can not
                                                   be accessed anymore [* *].
--------------------------------------------------------------------------------------------------------------------------------

      018   Windows 2000 [* *]            [* *]    The objective of this change       [* *]
            Study                                  request is to [* *] software
                                                   on Windows 2000.
--------------------------------------------------------------------------------------------------------------------------------

                                          [* *]    Some customers demand an
                                                   increase of the current [* *]
                                                   because they are [* *] in order
                                                   to reduce the per workplace
                                                   costs for their traders.
                                                   Furthermore, when supporting
                                                   [* *] the number of all [* *]
                                                   and [* *] sessions is now [* *].
                                                   This does in fact reduce the
                                                   possible [* *] for each service.
                                                   [* *] accepts currently up to
                                                   [* *] to run on a Workstation
                                                   device.
                                                   Additionally each application
                                                   is [* *].
                                                   The [* *] should be [* *]. Each
                                                   of this connection must support
                                                   the current value of [* *]
                                                   outstanding requests.
      019 [* *] Increase                  [* *]    A test is required on all
                                                   supported platforms if this [* *]
                                                   can be handled by [* *] to ensure
                                                   correct sizing of [* *].
--------------------------------------------------------------------------------------------------------------------------------

      022   Updated Eurex Training        [* *]    With introduction Eurex Release    [* *]
            Documentation                          4.1 an update of the Training
                                                   Documentation (functional and
                                                   technical) is necessary, because
                                                   of the introduction of new
                                                   functionality e.g. new Java
                                                   Trading GUI.
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
            Contingency                   [* *]
--------------------------------------------------------------------------------------------------------------------------------





                                                                                                                       EXHIBIT A
--------------------------------------------------------------------------------------------------------------------------------
            Eurex 4.1 Implementation
--------------------------------------------------------------------------------------------------------------------------------
                                           Total                                                     Total Effort
                                          Effort                                      Total Effort   + Overhead
     CR #   Project                        (MD)    Description                        in Mio. EUR    in Mio. EUR
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
            Total                         [* *]                                       [* *]
--------------------------------------------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------------------------------------------
                                          [* *]                                       [* *]          [* *]
--------------------------------------------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------------------------------------------
                                                                                             0.00
--------------------------------------------------------------------------------------------------------------------------------



                                   Exhibit B

             Payments in respect of the 4.0 and 4.1 Modifications

(1) Ceres shall pay a total amount [**] to DBAG, for the benefit of both DBAG
and SWX.  The first [**] paid by Ceres under  the schedule set forth below shall
be in exchange for all Rights (as defined in the Software License Agreement),
except as provided in (3) below, in  the 4.0 Modifications and for related
training materials, and all subsequent payments by Ceres under such schedule
shall be in exchange for all Rights (as defined in the Software License
Agreement) in  the Current 4.1 Modifications and for related training materials.

   (a) [**] on or before April 30, 2001;
   (b) [**] on or before May 31, 2001;
   (c) [**] on or before June 30, 2001;
   (d) [**] on or before July 31, 2001;
   (e) [**] on or before August 31, 2001;
   (f) [**] on or before September 30, 2001;
   (g) [**] on or before October 31, 2001; and
     (h)     A final amount, which amount shall be determined as set forth
below, on or before the earlier of: (i) thirty (30) days after [**] days; and
(ii) June 30, 2002. The final amount will be calculated as the difference
between: (i) the total amount to be paid by Ceres using the actual amounts of
invoices paid by DBAG and/or SWX to DBS which are allocable to Ceres using the
methodology set forth in Exhibit A; and (ii) [**]. If the amount in (ii) is
greater than the amount in (i), then DBAG shall promptly refund to Ceres the
difference between (ii) and (i). In no event shall the final amount payable by
Ceres exceed [**]. DBAG and SWX shall provide Ceres with true and correct copies
of all such invoices and Ceres shall have the right to audit such invoices.

(2) Ceres shall reimburse DBAG, for the benefit of both DBAG and SWX, for the
    costs paid on behalf of the CBOT Group pursuant to Section 3 of this
    Agreement on or before the earlier of: (i) thirty (30) days after [**] days;
    and (ii) June 30, 2002.

(3) Ceres may not use or otherwise exploit the "Trading--pro rata matcher
(integrated spreads)" component of the 4.0 Modifications unless and until it has
paid [**] to DBAG, for the benefit of both DBAG and SWX, provided that Ceres has
first made the payment under Par. (2) of Exhibit E of the Software License
Agreement with respect to the "distributed matching algorithm" component of the
Release 3.0 Modifications. Following these payments, Ceres will have all Rights
with respect to the "Trading--pro rata matcher (integrated spreads)" component
of the 4.0 Modifications.

(4) The payments described in each of paragraphs (1), (2) and (3) are separate
    and distinct, and a payment under one paragraph will not be counted as a
    payment under any other paragraph.

(5) At the time Ceres makes each of the payments set forth in (1), (2) or the
    [**] Euro payment described in (3), Ceres shall also pay interest on the
    amount of such payment. For the payments set forth in (1) and the [**]
    payment described in (3), such interest shall be calculated at the rate of
    [**] per annum from the Effective Date until the time of such payment by
    Ceres. For the payments set forth in (2), such interest shall be calculated
    at the rate of [**] per annum from the date on which DBAG and SWX pay DBS
    for the Future 4.1 Modifications until the time of such payment by Ceres.

EX-10.21

                                                                   Exhibit 10.21


         Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission pursuant to a request for
             confidential treatment.  Asterisks denote omissions.

Final Version of the Systems Operations Agreement

                         Systems Operations Agreement

This Systems Operations Agreement (this "Agreement") is entered into

between,

on the one hand, Deutsche Borse Systems AG, Borsenplatz 7 - 11, 60313 Frankfurt
am Main, Germany

                                        (hereinafter, "DBS")

and, on the other hand,

1.   Deutsche Borse Aktiengesellschaft, Borsenplatz 7 - 11, 60313 Frankfurt am
     Main, Germany

                                        (hereinafter, "DBAG")

2.   Swiss Stock Exchange, Selnaustrasse 30, 8021 Zurich, Switzerland

                                        (hereinafter, "SWX")

3.   Board of Trade of the City of Chicago, 141 West Jackson Blvd., Suite 600-A,
     Chicago, Illinois 60604, United States of America

                                        (hereinafter, "CBOT")

4.   Ceres Trading Limited Partnership, c/o Board of Trade of the City of
     Chicago, 141 West Jackson Blvd., Suite 600-A, Chicago, Illinois 60604,
     United States of America

                                        (hereinafter, "Ceres")

5.   Ceres Alliance L.L.C., c/o Board of Trade of the City of Chicago, 141 West
     Jackson Blvd., Suite 600-A, Chicago, Illinois 60604, United States of
     America

                                        (hereinafter, "Ceres Alliance")

6.   Eurex Frankfurt AG, Borsenplatz 4, 60313 Frankfurt am Main, Germany

                                        (hereinafter, "Eurex Frankfurt")

7.   Eurex Zurich AG, Selnaustrasse 30, 8021 Zurich, Switzerland

                                        (hereinafter, "Eurex Zurich")


Final Version of the Systems Operations Agreement
                                                                             -2-

8.   Eurex Clearing AG, Borsenplatz 4, 60313 Frankfurt am Main, Germany

                                        (hereinafter, "Eurex Clearing")

9.   CBOT/Eurex Alliance, L.L.C., 141 West Jackson Blvd., Suite 1520, Chicago,
     Illinois 60604, United States of America

                                        (hereinafter, "LLC")

                                    Preamble

A.   DBAG and SWX originally developed and now hold Proprietary Rights in the
     Programs, known as "Eurex 2.0".  The Development Parties (DBAG, SWX, CBOT
     and Ceres) entered into a Software License Agreement dated 1 October 1999
     (the "Software License Agreement") that governs their respective rights to
     the Programs.

B.   DBAG and SWX further developed the Programs during the period up to 1
     October 1999, resulting in the Release 3.0 Modifications, which include
     versions 3.0 and 3.1 ("Eurex 3.0" and "Eurex 3.1").  The Software License
     Agreement sets forth the Development Parties' respective rights to the
     Release 3.0 Modifications.

C.   DBAG and SWX entrusted DBS with the maintenance and further development of
     the Programs under two separate Consulting and Support Agreements
     (Beratungs- und Unterstutzungsvertrage) dated 25 March 1999 (the
     "Consulting Agreements").

D.   DBAG, SWX, Eurex Zurich, Eurex Frankfurt, Eurex Deutschland, CBOT, Ceres
     and Ceres Alliance entered into an Alliance Agreement dated 1 October 1999
     (the "Alliance Agreement") in order to coordinate their efforts in
     establishing, operating and maintaining the System as a common
     technological platform.  For purposes of the Alliance Agreement, LLC will
     act, for the time being, as the "Future Development Entity" under the
     "Master Software Development Agreement" between the parties under which DBS
     will develop and maintain the Eurex Software for LLC on behalf of the
     Development Parties.

E.   Without the participation of the CBOT Group, DBS commenced development of
     version 4.0 of the Eurex Software ("Eurex 4.0") on the basis of the
     Consulting Agreements and, at the end of January 2000, DBS finalized the
     software build for Eurex 4.0, which will be the basis for the development
     of a new version of the Eurex Software ("JV Release 1.0") under the Master
     Software Development Agreement.  The Development Parties' respective rights
     to Eurex 4.0 are described in the Software License Agreement and the
     Alliance Agreement.  On 20 January 2000, DBS, Ceres and LLC entered into an
     Interim Agreement (the "Interim Agreement") covering development work on
     the Eurex Software and the implementation, operation and maintenance of


Final Version of the Systems Operations Agreement
                                                                             -3-

     the System with regard to the CBOT Group until the Master Software
     Development Agreement and this Agreement are executed.

F.   DBAG and SWX, acting through their joint subsidiary Eurex Zurich and Eurex
     Zurich's wholly owned subsidiaries Eurex Frankfurt and Eurex Clearing
     (Eurex Zurich, Eurex Frankfurt and Eurex Clearing referred to jointly as
     the "Eurex Entities"), entered into Service Agreements
     (Dienstleistungsvertrage) with DBS on 25 March 1999 (the "Service
     Agreements") under which DBS currently operates and maintains the System
     for Eurex Zurich and for Eurex Deutschland, the German futures and options
     exchange in Frankfurt am Main (run by Eurex Frankfurt).  Eurex Deutschland,
     Borsenplatz 7 - 11, 60313 Frankfurt am Main, Germany, is a public law
     entity existing under German law.

G.   The Development Parties wish to establish JV Release 1.0 for the CBOT Group
     and Eurex 4.1 for the Eurex Exchanges as well as future versions of the
     Eurex Software as part of the common technological platform to operate the
     Exchanges as two separate derivatives markets and to operate other
     exchanges pursuant to the Alliance Agreement.  The Development Parties'
     respective rights to JV Release 1.0 and Eurex 4.1 are described elsewhere.


H.   The parties to this Agreement are executing this Agreement under which DBS
     will implement, operate and maintain the System for LLC and the Eurex
     Entities on behalf of  the Exchanges and the LLC Group, and the Master
     Software Development Agreement.

                                     (S) 1

   Definitions, Priorities in the Contractual Relationships, Cooperation and
                                    Fairness

1.1  Definitions.  Terms used in this Agreement with initial capital letters
     (other than proper nouns) have the meanings set forth in the glossary of
     defined terms attached as Schedule 1.1.

1.2  Scope.  This Agreement governs the relationship between DBS, on the one
     hand, and the LLC Group and its members, on the other hand, with regard to
     the implementation, maintenance and operation of the System.  The
     development and maintenance of the Eurex Software itself will be governed
     by the Master Software Development Agreement, and any software development
     work will be governed and takes place by the Master Software Development
     Agreement even if it has been initiated under this Agreement.  The parties
     will, however, coordinate the activities under this Agreement and the
     Master Software Development Agreement.

1.3  Order of Precedence.  The Alliance Agreement, the Software License
     Agreement, the corporate governance documents and the shareholder
     agreements between or among two or more members of the LLC Group have
     priority over the terms of this Agreement with regard to their rights and
     obligations under such agreements, and the provisions in this Agreement are
     not to be considered for purposes of interpretation of those documents and
     agreements.  The various


Final Version of the Systems Operations Agreement
                                                                             -4-

     agreements among the members of each of the Eurex Group and the CBOT Group
     control the relationships of the members within each group, and the
     provisions in this Agreement are not to be considered for purposes of
     interpretation of those agreements. Nothing in this Agreement will override
     or modify the terms of, or waive any rights under, any of such other
     existing agreements between the Eurex Group and the CBOT Group. However,
     this Agreement supersedes the Interim Agreement and payments made under the
     Interim Agreement will be credited against payments due under this
     Agreement.

1.4  Suspension.  This Agreement suspends the Service Agreements and the
     Consulting Agreements with regard to the rights and obligations of DBS vis-
     a-vis each member of the Eurex Group effective on the first day of the
     calendar month in which this Agreement is signed and so long as this
     Agreement is in effect with respect to all members of the Eurex Group;
     provided, that all change requests which have not yet been completed (as
     such change requests are identified in Schedule 1.4) and all schedules
     under such Service Agreements and Consulting Agreements are hereby
     incorporated into this Agreement. DBS will provide copies of all such
     change requests to each member of the LLC Group within thirty days of
     execution of this Agreement. As soon as this Agreement terminates with
     respect to a member of the Eurex Group, the Service Agreements and the
     Consulting Agreements will, however, remain in effect with respect to such
     member of the Eurex Group and will replace this Agreement with regard to
     DBS's rights and obligations vis-a-vis such member of the Eurex Group,
     unless and until a follow-up agreement pursuant to Clause 18.3 becomes
     effective.

1.5  Cooperation.  The parties hereby agree to cooperate closely and in a fair
     manner.  The parties agree that, upon execution of this Agreement,
     questions, in particular those that may arise out of future business and
     organizational developments of the members of the LLC Group or that may be
     the result of other circumstances material to the relationship among the
     parties, may not be entirely anticipated in this Agreement from a factual
     and legal point of view and thus cannot be provided for in this Agreement.
     If any such questions arise with regard to this Agreement, then the parties
     will undertake to renegotiate the term or terms in question in order to
     reach a reasonable agreement reflecting their mutual interests.  The
     parties will use their commercially reasonable best efforts to assure the
     successful operation of the System for the operation of the Exchanges as
     separate derivatives markets with equal access to the resources provided
     for under this Agreement; such equality of access will have absolute
     priority.

1.6  Fairness.  The parties acknowledge that DBS is a wholly-owned subsidiary of
     DBAG and that DBAG and DBS are parties to a Profit and Loss Sharing
     Agreement (Ergebnisabfuehrungsvertrag). The terms and conditions of this
     Agreement including, without limitation, the DBS Catalogue of Prices, will
     be no less favorable to the members of the LLC Group than the terms and
     conditions (from DBAG's perspective) of any agreement pursuant to which DBS
     develops, maintains or operates the System or any similar system, software
     program or computer network, directly or indirectly, in part or in total,
     for DBAG including its Affiliates. DBS



Final Version of the Systems Operations Agreement
                                                                             -5-

     represents that the prices of the DBS Catalogue of Prices correspond and
     will, when adjusted pursuant to Clause 9.2, continue to correspond to
     general, competitive market rates and will not unduly favor DBS as a
     subsidiary of DBAG.

1.7  Resource Allocation.  The parties anticipate that there will be numerous
     Change Requests submitted to DBS during the course of this Agreement which
     may place considerable demands on DBS's resources.  The Change Requests may
     also require considerable resources from the other parties.  DBS will treat
     LLC and the Eurex Entities equally, and will treat the LLC Group at least
     as favorably as any of its other customers when allocating resources to new
     Sub-Projects.  In order to enable DBS and the other parties to allocate
     resources in a timely manner, the LLC and the Eurex Entities, together with
     DBS, will review anticipated needs for a subsequent calendar year during
     the period from 1 September to 31 October of the current year, and the
     parties will review the allocations again during June of the subsequent
     year for the rest of the year.

1.8  Agreements concerning Restricted Products.  DBS will not enter into any
     separate agreements with any of the other parties to this Agreement about
     the implementation, operation or maintenance of the System involving
     another party`s Restricted Products without the agreement of such party.
     Notice of other such matters, proposals or agreements will be provided to
     the LLC for a thirty day review period, but nothing in this Agreement will
     restrict any party from moving forward from entering into such other
     agreements with DBS. Such notice shall be kept confidential by the members
     of the LLC Group.

1.9  CBOT Direction. With respect to matters regarding the part of the System
     which relates solely to the CBOT Group, the LLC will act exclusively at the
     direction of the CBOT Group's representatives in the management of the LLC,
     and the Eurex Group's representatives in the management of the LLC will not
     oppose such direction. The LLC will promptly provide to the CBOT Group any
     notices, invoices or other communication regarding the part of the System
     which relates solely to the CBOT Group.

1.10 Respective Rights and Obligations. When a reference is made in this
     Agreement to the respective rights or obligations of LLC or Eurex Entities
     (or to LLC and the Eurex Entities "as applicable" or "as the case may be"),
     it is intended that the rights or obligations of LLC relate solely to the
     part of the System for which it has engaged DBS under Clause 2.1 and that
     the rights or obligations of the Eurex Entities relate solely to the part
     of the System for which it has engaged DBS under Clause 2.1.


Final Version of the Systems Operations Agreement
                                                                             -6-

                                     (S) 2
                        Engagement and Project Structure

2.1  Engagement.  LLC hereby engages DBS as general contractor to implement,
     operate and maintain the part of the System which relates solely to the
     CBOT Group.  The Eurex Entities hereby engage DBS as general contractor to
     operate and maintain the part of the System which relates solely to the
     Eurex Group.  For the part of the System which is shared by the CBOT Group
     and the Eurex Group, LLC engages DBS (see, Schedule 2.1).  The CBOT Group
     and the Eurex Group will not be jointly and severally liable to DBS for the
     shared portion of the System; only the LLC is liable with regard to the
     shared portion of the System.  The implementation, operation and
     maintenance of the System constitutes the "Project".  The Project can be
     divided into various "Sub-Projects" (i.e., the current Sub-Projects under
     Clause 2.2 and future Change Requests under Clause 2.5).

2.2  Sub-Projects. The main initial Sub-Projects will consist of the
     implementation, operation and maintenance of the System including Hosts,
     Network and Access Points, ancillary software- and hardware-components
     (e.g., operating systems, system management Tools) and the connection of
     these elements with the Network, all as set forth in more detail in
     Schedule 2.2 which also includes the payment schedule for those Services
     until 31 December 2000 for those Services regarding the CBOT Group, and in
     Schedule 1.4 and in Schedule 9.2b regarding the Eurex Group.

     If the CBOT Group exercises its right to terminate for convenience under
     Clause 18.2, the fixed payments in lieu of payments under (S) 649 German
     Civil Code are set forth in Schedule 2.2a.

     The scope of work for all Sub-Projects is defined in Schedules 2.2 for the
     LLC and in Schedules 1.4 and 9.2 (b) for the Eurex Entities and any Change
     Requests (see, Clause 2.5), and may be refined in appropriate document
     Deliverables once Sign-Off has been given for such Deliverables (see,
     Section 8).  The scheduling of work for each Sub-Project (e.g., milestones,
     completion dates and Performance Credits) will be set forth in the
     corresponding Schedule or Change Request.

2.3  Priority. Additional work can be identified during the course of the
     Project. The terms and conditions for all work are set forth in Schedules
     2.2, 1.4 and 9.2b). and the Change Requests. If any provision in Schedules
     2.2 and 1.4 or 9.2b expressly states that it has priority over the terms of
     this Agreement, or if any provision in a Change Request expressly
     contradicts a provision in this Agreement, the provision in the Schedule or
     the relevant Change Request will have priority over the relevant terms of
     this Agreement. If a provision in Schedules 2.2 or in 1.4 or 9.2b or a
     Change Request contradicts a provision in a Change Request, the most recent
     provision will have priority.

2.4  Deliverables, Services, Tasks. Schedules 2.2, 1.4, 9.2(b) and 10.1 and each
     Change Request must describe the specific work results ("Deliverables") to
     be produced under the Schedule or


Final Version of the Systems Operations Agreement
                                                                             -7-

     Change Request. A Deliverable must include, if appropriate, functional and
     technical specifications ("Detailed Definition") for itself or for other
     Deliverables. Schedules and Change Requests relating to ongoing services
     ("Services") will describe the service in detail and the standards for
     determining the quality of service. Schedules and Change Requests, and
     documents prepared pursuant to Schedules and Change Requests, will assign
     specific work ("Tasks") to the parties and establish time frames in which
     the Tasks are to be completed; Tasks will also constitute Deliverables to
     the extent that the Task requires the production of a specific work product
     and not just an ongoing service. Schedules and Change Requests can also
     establish the price for the Tasks, together with a payment schedule and may
     include a schedule of resources to be devoted to the work, including the
     number of man days each party will provide, the equipment and the premises
     where the work will be carried out.

2.5  Change Request.  LLC or DBS can request a change in the scope of work or
     any other part of the Project at any time ("Change Request") with respect
     to the part of the System relating solely to the CBOT Group and the part of
     the System which is shared by the CBOT Group and the Eurex Group.  The
     Eurex Entities or DBS can request a change in the scope of work or any
     other part of the Project at any time with respect to the part of the
     System relating solely to the Eurex Group (see, Schedule 2.1).  A Change
     Request will be in writing and will follow a format which DBS and LLC or
     the Eurex Entities, respectively, will agree without undue delay. Each of
     DBS and LLC or the Eurex Entities, respectively, will provide each of the
     other of them and members of the LLC Group with a copy of all proposed and
     final Change Requests without undue delay.  A Change Request must contain
     sufficient information to enable the addressee to reasonably evaluate the
     Change Request including particularly:

     .  description of the change (including specifications, test procedures,
        date of completion etc.),

     .  reasons for the change,

     .  additional resources required to implement the change (including any
        proposed subcontractors other than Freelancers),

     .  impact on other Deliverables and Services, including Deliverables and
        Services under the Master Software Development Agreement,

     .  impact on service levels,

     .  cost impact of the change and allocation of responsibility for increased
        costs or benefits from reduced costs; if appropriate, the Change Request
        will contain either a time and materials price scheme or a fixed price
        for the additional work together with a payment schedule.


Final Version of the Systems Operations Agreement
                                                                             -8-

     If the party submitting a Change Request cannot reasonably provide
     sufficient information under the above categories using the party's own
     resources, the submitting party can require the other party or parties to
     assist in providing the missing information without undue delay.  If a
     Change Request initiated by LLC or the Eurex Entities requires DBS to
     expend more than one man day in order to complete the information, DBS can
     charge for its work on a "time and materials" basis if DBS has informed LLC
     or the Eurex Entities, respectively, in advance that it intends to charge
     for such efforts. DBS will not charge if one man day or less is required to
     complete the information.

     A Change Request will become binding when it has been signed by both LLC
     and DBS or the Eurex Entities and DBS, respectively.  LLC and DBS or the
     Eurex Entities and DBS, respectively, will evaluate Change Requests without
     undue delay.   No party is under an obligation to perform work under a
     Change Request prior to the Change Request having been signed; the costs
     for performing any such work prior to signing will be borne by the party
     performing the work.

     LLC or the Eurex Entities, respectively, can require DBS to accept a Change
     Request if (i) the Change Request is related to their part of the System
     provided that LLC will give instructions as to the shared part of the
     System, and (ii) LLC or the Eurex Entities, respectively, have agreed to
     compensate DBS for the work under the Change Request in accordance with the
     then-applicable DBS Catalogue of Prices (see, Clause 9.2).  DBS cannot
     require LLC or the Eurex Entities, as applicable, to accept a Change
     Request.

     DBS will treat Change Requests and instructions proposed for  the CBOT
     Group no less favorably than DBS treats those submitted for the LLC or the
     Eurex Entities, respectively.

     An Operating Party can also submit a Change Request under this Clause or an
     instruction under Clause 3.2 as a Change Request.  The submission of a
     Change Request or an instruction must comply with the Change Request
     procedure, whereby the Change Request or instruction will become binding
     when it has been signed by one or more authorized officers of the Operating
     Party without the LLC Program Managers having to sign it.  Such a Change
     Request or instruction cannot be to the detriment of another party which
     does not sign the Change Request.  In the case of a Change Request or an
     instruction which is to the detriment of a party, all affected parties
     (including DBS) will use their commercially reasonable best efforts to
     achieve a work around.  The other provisions governing Change Requests and
     the pertinent provisions of this Agreement apply, mutatis mutandis.

                                     (S) 3
                          Participants in the Project

3.1  Supervision.  DBS will organize and supervise the Project and the
     performance by each party of its obligations under Schedules 2.2 for LLC
     and Schedules 1.4 and 9.2b for the Eurex Entities and the Change Requests.
     DBS will bear the overall responsibility for completion of work within


Final Version of the Systems Operations Agreement
                                                                             -9-

     the scheduled time frames and within agreed budgets for manpower and
     expense. DBS will, therefore, be responsible for the management of the
     Project including the coordination and direction of the various
     participants' efforts.

3.2  Instructions.  The Project requires extensive cooperation by all parties.
     Subject to Clause 2.5, LLC will be responsible for ensuring and
     coordinating the contributions of the members of the LLC Group with respect
     to the part of the System relating solely to the CBOT Group and the part of
     the System which is shared by the CBOT Group and the Eurex Group.  Eurex
     Zurich will be responsible for ensuring and coordinating the contributions
     of the members of the Eurex Group with respect to the part of the System
     relating solely to the Eurex Group.

     If DBS reasonably believes that implementation of an instruction is
     contrary to other work under the Project (e.g., the implementation would
     interfere with the operation of another Exchange or clearing function) or
     would materially impair DBS's ability to perform other work under this
     Agreement or the Master Software Development Agreement, DBS will notify the
     members of the LLC Group, and DBS will not be required to implement the
     instruction until LLC has confirmed the instruction.  If the conflict only
     relates to the part of the System which relates solely to the Eurex Group
     and does not have any detrimental effect on the part of the System which
     relates solely to the CBOT Group, Eurex Zurich is responsible for
     confirming the instruction.  If a matter is referred to LLC for
     confirmation, DBS will, upon request of LLC, provide consultation on the
     matter on a time and materials basis charged to LLC.

3.3  Delays.  Reference to obligations of LLC or the Eurex Entities,
     respectively, also includes all Tasks to be performed by the respective
     members of the LLC Group.  DBS will not be responsible for delays in work
     under a Sub-Project or for budget overruns which are caused by acts or
     omissions by a member of the LLC Group.  DBS must notify LLC or Eurex
     Zurich, respectively, of the specific risk that the delay or budget overrun
     will occur, and the relevant member of the LLC Group must be given the
     opportunity to perform the relevant Task without undue delay.

3.4  Participation.  LLC and the Eurex Entities will provide the resources
     identified in Schedules 2.2  and 1.4 and 9.2b, respectively, and the
     applicable Change Requests and perform such other Tasks as may be set forth
     in Schedules 2.2, 1.4 or 9.2b, respectively, and the Change Requests.  LLC
     or the Eurex Entities, respectively, can participate in the Project, and
     LLC or the Eurex Entities respectively will provide DBS with all reasonable
     cooperation and assistance in the Project, in each case including:

     3.4.1  LLC or the Eurex Entities, respectively, will make all decisions
            reasonably requested of it by DBS in a timely manner; such decisions
            will be made at the latest within one week after receiving a written
            request from DBS for the decision; this one week period does not
            commence to run if LLC or the Eurex Entities, respectively, still
            require reasonable



Final Version of the Systems Operations Agreement
                                                                            -10-

            information from DBS before making the decision. The one week period
            will be extended by a reasonable amount of time if circumstances
            require this.

     3.4.2  LLC or the Eurex Entities, respectively, will provide in a timely
            manner all information which DBS reasonably requests.

     3.4.3  As DBS may reasonably request assistance, LLC or the Eurex Entities,
            respectively, will make employees of the applicable members of the
            LLC Group (or their Freelancers and subcontractors) available at
            locations where work on the Project is being conducted in order to
            provide such assistance in a timely manner.

     3.4.4  Each of the members of the LLC Group may assign additional employees
            of such members or Freelancers to participate in the Project for the
            purpose of acquiring know-how about the System upon submitting a
            written Change Request to DBS specifying the following information:

            -  the identity and current employment status of the personnel,

            -  where and why the personnel should participate in the Project,

            -  the duration of the participation,

            -  to the extent reasonably possible, what type of know-how the
               personnel should acquire.

            DBS can refuse to allow such personnel to participate if DBS states
            reasonable grounds in writing, such as

            -  the participation of such personnel would materially interfere in
               DBS's performance of its obligations under the Project, or

            -  the participation of such personnel would result in a material
               risk that highly sensitive DBS know-how would become available to
               potential DBS competitors.

            DBS can charge for accommodating such personnel (including
            compensation for office space and other facilities provided to such
            personnel) on a time and materials basis.

     3.4.5  LLC will provide appropriately equipped facilities designated by the
            Program Managers, particularly in the United States of America, (the
            "Facilities") for carrying out the Project within the scheduled time
            frame at the reasonable request of DBS. The appropriate


Final Version of the Systems Operations Agreement
                                                                            -11-

            equipment in the Facilities does not include components of the
            System which are being provided by DBS.

     3.4.6  LLC will provide DBS and its subcontractors with access to the
            Facilities 24 hours per day on every day of the year (including
            weekends and holidays) except to the extent that security
            requirements make such access unreasonable.

     3.4.7  DBS will provide reasonable assistance (including consulting and
            access to the Development Environment and the Network) to the
            members of the LLC Group and their employees and subcontractors so
            that they can perform their Tasks and other work relating to the
            Eurex Software (including Modifications to be developed by third
            parties).

3.5  Program / Project Managers.  DBS will appoint one Program Manager.  LLC
     will appoint two Program Managers, one representing the CBOT Group and the
     other representing the Eurex Group.  The Program Managers are entitled to
     make all decisions and issue all declarations on behalf of their principals
     with regard to any aspect of the Project.  LLC's Program Managers can only
     act jointly unless specifically provided otherwise in this Agreement (e.g.,
     Clauses 3.6.3, 7.3, 8.1 and 9.1).  The Program Manager representing the
     Eurex Group shall be entitled to act alone with respect to the part of the
     System which exclusively relates to the Eurex Group.  Each party will also
     appoint substitute Program Managers who can exercise the authority of the
     Program Managers in their absence.  LLC and DBS do not have any
     responsibility for monitoring whether the other side's Program Manager(s)
     have actually complied with the internal approval procedures.  One side's
     Program Manager(s) can delegate authority for a specific matter or for
     categories of matters to another person by informing the other side's
     Program Manager(s) in writing; the delegation of authority can only be
     cancelled by written notification to the other Program Managers.

     Each party will appoint a "Project Manager" and, if appropriate, a
     substitute for each Sub-Project.  The Program Managers and their
     substitutes can also act as Project Managers.  A person can be appointed as
     a Project Manager for more than one Sub-Project.  The Project Managers
     coordinate the daily work on the corresponding Project, but the Project
     Managers are not authorized to issue legally binding declarations on behalf
     of their principals.  The names of the current Program Managers, their
     substitutes and the Project Managers and their substitutes, if any, are set
     forth in Schedule 3.5.

3.6  Steering Committee.  As soon as practicable after the execution date of
     this Agreement, the parties will establish a "Steering Committee" which is
     at the same time "Steering Committee" of the Master Software Development
     Agreement and which will have the following functions:

     .    monitor the progress of the Project and each Sub-Project and the
          coordination with activities under this Agreement and the Master
          Software Development Agreement,


Final Version of the Systems Operations Agreement
                                                                            -12-

     .    review the timetables, work plans and staffing for each Sub-Project,

     .    review the scope of work in each Sub-Project,

     .    review Change Requests,

     .    review Project Problems.

     The Steering Committee will be structured as follows:

     3.6.1  The Program Managers will be members of the Steering Committee. The
            Steering Committee will also include such other individuals as DBS
            and LLC may appoint in their own reasonable discretion so long as
            the total number of members does not exceed 9; at least one third of
            the members in the Steering Committee will be appointed by DBS. LLC
            will appoint the other members. The parties anticipate that the
            composition of the Steering Committee will be virtually identical
            with the composition of the Steering Committee under the Master
            Software Development Agreement, although this is not required.

     3.6.2  The composition of the Steering Committee on the execution date of
            this Agreement is set forth in Schedule 3.6.2. Each party may change
            its representatives in the Steering Committee upon two week's
            written notice to the other party; provided, however, that the
            Program Managers will always be members of the Steering Committee.

     3.6.3  The Steering Committee will meet (including by telephone or video
            conference) whenever a meeting is called by a Program Manager.
            Otherwise, the Steering Committee is completely free in how it
            organizes its activities.

     3.6.4  The Steering Committee is only intended to promote the flow of
            information between the parties. Thus, no issues will be decided by
            a vote and the Steering Committee will not have any authority to
            issue legally binding declarations on behalf of any of the parties.
            Each party remains free to make its own decisions on issues arising
            under the Project.

3.7  Escalation Committee.  The parties will establish an "Escalation Committee"
     which will consist of CBOT's Chairman and Chief Executive Officer, the
     Chief Executive Officer of DBAG's Management Board (Vorsitzender des
     Vorstands), the Chairman of SWX and the Chief Executive Officer of DBS's
     Management Board.  The purpose of the Escalation Committee is to discuss
     Project Problems which are not resolved after being referred to the
     Steering Committee (see, Clause 7.4).


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3.8  Subcontractors.  Each party may engage third parties as subcontractors in
     connection with this Agreement.  DBS, on the one hand, and LLC or the Eurex
     Entities, respectively, on the other hand, must obtain the prior written
     consent of the other party prior to engaging any subcontractor other than a
     subcontractor who is a natural person (such natural person is hereby
     defined as a "Freelancer"), which consent will not be unreasonably
     withheld.  DBS or LLC or the Eurex Entities, respectively, as the case may
     be, must obtain the other's written approval prior to engaging any
     subcontractor that may use or have access to, or allowing any previously
     engaged subcontractor  to use or have access to, personal or private data
     of any person.  Each party will be liable for the performance of its
     subcontractors under (S) 278 German Civil Code.  Each party must especially
     make sure that its subcontractors comply with all provisions of the
     Agreement relating to confidentiality and intellectual property rights
     (e.g., Sections 13, 14 and 15), and each party must require each of its
     subcontractors to execute appropriate non-disclosure agreements consistent
     with the requirements of Section 15.  DBS will use commercially reasonable
     efforts when hiring subcontractors to use local resources.  DBS will also
     use commercially reasonable efforts to include provisions in contracts with
     subcontractors which will permit DBS to assign the subcontracts to the
     applicable members of the LLC Group or third parties who provide services
     to them after termination of this Agreement.

                                     (S) 4
                        Legal and Regulatory Environment

4.1  Compliance.  DBS will implement, operate and maintain the System so that it
     complies with legal and regulatory requirements (including the technical
     basis for each of the Exchanges to comply with the IOSCO Principles for the
     Oversight of Screen Based Trading Systems for Derivatives Products to the
     extent that specific IOSCO Principles relate to functionality included in
     the System) for the operation of the Exchanges in effect on the execution
     date of this Agreement.  LLC is responsible for informing DBS about these
     requirements and their impact on the System.

4.2  Other Standards.  LLC and Eurex Entities, respectively, can require that
     the Project will comply with other standards at any time during the Project
     by initiating the Change Request procedure.

4.3  Monitoring. Each Operating Party will monitor all changes in the legal and
     regulatory requirements and standards set forth in the preceding Clauses
     4.1 and 4.2 for its respective Exchange. Each Operating Party will inform
     DBS without undue delay about any changes needed in the System in order to
     comply with changes in such requirements and standards, and DBS will
     implement such changes without undue delay. The relevant Operating Parties
     will bear the costs of any changes in the Project resulting from changes in
     the applicable legal and regulatory requirements and the standards
     designated by an Operating Party that occur after the execution date of
     this Agreement.


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                                                                            -14-

4.4  Regulatory Audits.  DBS will grant reasonable access to its facilities,
     records and personnel to regulatory authorities for the purpose of auditing
     the Exchanges.

                                     (S) 5
                  Tools and Production Environment, Equipment

5.1  Tools.  DBS will use various tools and methodology ("Tools") during the
     Project.  DBS may modify the Tools or add and delete individual Tools in
     its free discretion at any time; provided, however, that no modification,
     addition or deletion will relieve DBS from any of its obligations hereunder
     or adversely affect the performance of the System.  DBS represents that the
     use, operation and maintenance of any Deliverable which it supplies will
     not require the use of any Tool except to the extent expressly set forth in
     the respective Detailed Definitions.  DBS will obtain the prior written
     consent of LLC or the Eurex Entities prior to using any material Tool in
     the Project such as third party Tools or Tools which are commercialized by
     DBS ("Material Tool").

5.2  Use.  DBS grants to the Ownership Parties a perpetual, irrevocable, world-
     wide, non-exclusive license (with the right to sublicense in connection
     with a sublicense of any part of the System) to use Tools which are
     reasonably necessary for the development (other than software-development),
     implementation, maintenance or use of the System even after termination of
     this Agreement.  This license includes the right to sublicense for the
     purpose of implementing, operating and maintaining the System.  The license
     for currently used Tools  is royalty-free.  Compensation for future Tools
     can be agreed.  If DBS creates a Tool outside of the scope of this
     Agreement after this Agreement is signed, the use of such a Tool and the
     compensation for the license to the Tool (based on a reasonable
     contribution to the costs DBS incurs in developing the Tool) must be set
     forth in the corresponding Change Request.  The Ownership Parties have the
     right to approve the proposed use of any Tool by executing such Change
     Request. If use of a Tool requires the consent of a third party from whom
     DBS has obtained the Tool, at the request of any member of the LLC Group,
     DBS will use its best efforts to obtain the consent at favorable
     conditions, and the relevant member of the LLC Group will bear any
     additional costs for obtaining the right to use the Tool (e.g., additional
     license fees to the third party).

5.3  Reliance.  Each member of the LLC Group is relying on DBS's technical
     expertise to select and use Tools that are appropriate and sufficient for
     the completion of the Project.  DBS grants no other warranty with regard to
     Tools.  LLC, the Eurex Entities, their subcontractors and the other parties
     to this Agreement will be given the opportunity to examine Tools prior to
     using them and will acquire the use of Tools "as is" unless a third party
     has provided a greater warranty, in which case the warranty will be
     assigned to LLC or the Eurex Entities, respectively, or, if not assignable,
     DBS will exercise any warranty rights against the third party for the
     account of LLC.

5.4  Ownership.  DBS will acquire, at its own expense, and own the Hosts and the
     equipment installed in the Access Points.  At the request and cost of LLC
     or the relevant Operating Party, DBS will




Final Version of the Systems Operations Agreement
                                                                            -15-

       grant security interests in the equipment in order to secure the rights
       of the parties to acquire the equipment or assume, as lessee, any leases
       governing such equipment upon termination of this Agreement. DBS can
       establish higher priority security interests on the equipment only for
       the purpose of obtaining customary financing in order to purchase or
       lease the equipment. DBS will use the equipment only for purposes of this
       Agreement (see also, Clause 9.2.2).

5.4.1  Annual Contract Review.  Once each year during the annual contract
       review, DBS will provide to LLC and the Operating Parties, in the form
       and with the content requested by LLC and the Operating Parties, a
       general description of the hardware and software used in connection with
       the the System, provided that such description is at least sufficient to
       enable the security interests described in Clause 5.4 to be perfected.
       LLC and the Operating Parties have the right to request additional lists
       by giving at least four weeks written notice. DBS may charge for
       preparing these additional lists on a time and materials basis.

5.5    Advice.  To the extent a member of the LLC Group purchases its own
       equipment (including hardware, software, telecommunications materials,
       and anything else relating to the System), DBS will recommend appropriate
       equipment to LLC or the Eurex Entities, respectively, based on a Change
       Request and based on information received from LLC or the Eurex Entities,
       respectively, and information developed during the course of the Project.
       DBS will make its recommendations based on its reasonable assessment of
       the Project's requirements. DBS assumes no liability, however, for any
       defect in the equipment purchased. All responsibility for purchasing the
       equipment and the risks associated with any defect in such equipment will
       be borne by the purchaser. Each member of the LLC Group is relying on
       DBS's technical expertise in recommending equipment that is appropriate
       for such member's use of the equipment in connection with the System.

5.6    Commissions.  When making a recommendation about equipment which LLC or
       one of the other parties should purchase, DBS will disclose to LLC or the
       relevant other party any commissions to which DBS might be entitled from
       a third party supplier of the equipment for having made the
       recommendation. DBS will pass the benefit of such commissions actually
       received from a supplier to the purchaser. The amount of the benefit in
       EURO will be calculated without interest and, if applicable converted to
       EURO, at the reference exchange rate of the foreign currency, quoted by
       the European Central Bank, in which the commission is received to EURO on
       the first business day in Frankfurt/Main following receipt of the
       commission; if the European Central Bank does not set a reference
       exchange rate for the foreign currency, the applicable exchange rate will
       be the rate for the purchase of EURO quoted by the Deutsche Bank AG,
       Frankfurt am Main.


Final Version of the Systems Operations Agreement
                                                                            -16-

                                     (S) 6

                                     Scope

6.1  Scope. The scope of work in the Project will be defined in Schedule 2.2 and
     the Change Requests for LLC and Schedules 1.4 and 9.2b for the Eurex
     Entities, as refined in appropriate document Deliverables once such
     Deliverables have been Signed Off (see, Section 8). Each member of the LLC
     Group is relying on DBS's technical expertise to define the scope of the
     Project and each Sub-Project based on the functionality requested by LLC or
     the Eurex Entities, as the case may be. DBS is responsible for any
     decisions it makes concerning the technology built into the System.

6.2  Alternative Solutions. The parties recognize that there may be various
     solutions to a specific aspect of the Project (including the technology
     built into the System). DBS will propose solutions which it reasonably
     believes will best meet the needs of the LLC Group while complying with the
     defined scope of work. If LLC or the Eurex Entities, respectively, reject a
     proposed solution that meets all of the requirements of this Agreement in
     favor of an alternative, DBS will inform LLC or the Eurex Entities,
     respectively, in writing within two weeks of receipt of the alternative
     proposal about any anticipated increased costs or delay and, if
     appropriate, additional resources which are required, as well as all
     anticipated problems with the solution selected by LLC or the Eurex
     Entities, respectively, such as impact on service levels. If the parties
     cannot reach agreement either at the operational level or after discussing
     the matter in the Steering Committee, LLC or the Eurex Entities,
     respectively, can insist on its alternative solution. In this event, DBS
     will be obliged to perform the work on the alternative solution once a
     corresponding Change Request, in which LLC or the Eurex Entities,
     respectively, agrees to compensate DBS for such work in accordance with the
     then-applicable DBS Catalogue of Prices (see, Clause 9.2), has been signed
     by LLC or the Eurex Entities, respectively. The obligation of DBS to
     perform work under such a Change Request is subject to the condition
     precedent that DBS has reasonable access to the additional resources set
     forth in the notice submitted to LLC or the Eurex Entities, respectively,
     under sentence 3. Notwithstanding LLC's or the Eurex Entities' insistence
     on their alternative solution, DBS remains responsible pursuant to Clause
     3.1 for the successful completion of work under this Agreement.

                                     (S) 7

                                Project Problems

7.1  Notification. LLC or the Eurex Entities, respectively, and DBS can notify
     each other at any time in writing about a "Project Problem". A Project
     Problem is (i) an alleged failure of a party to perform its obligations,
     (ii) a disagreement about whether requested work or material is within the
     scope of the Project, or (iii) any circumstance, whether or not within the
     control of the parties, which adversely affects performance under this
     Agreement within the agreed time and budget.


Final Version of the Systems Operations Agreement
                                                                            -17-

7.2  Timeliness. LLC, the Eurex Entities or the applicable Operating Party,
     respectively, and DBS will inform each other about a Project Problem
     without undue delay after becoming aware of it. If documentary evidence
     clearly shows that a party was aware of a Project Problem or should have
     been aware of the Project Problem exercising a highly professional standard
     of care, and the party failed to inform the other party within two weeks of
     becoming aware or when it should have become aware, the party who raises
     the Project Problem cannot assert any claims or other rights against the
     other party resulting from the Project Problem prior to notification, but
     the party raising the Project Problem can require the other party to
     correct the Project Problem without undue delay.

7.3  Content. LLC, the Eurex Entities or the applicable Operating Party,
     respectively, and DBS must notify each other, the LLC, the CBOT Group and
     the Eurex Group of a Project Problem in a written "Problem Report" which at
     a minimum contains sufficient information (to the extent reasonably
     available to the notifying party) under the following headings to
     reasonably evaluate the Project Problem:

     .    description of the Project Problem including a designation of those
          parts of the Project affected by the Project Problem,

     .    estimated impact on timing and costs,

     .    proposal for corrective action,

     .    description of the resources needed for the corrective action,

     .    proposal for allocation of costs resulting from the Project Problem
          and the corrective measures.

     A Problem Report only needs to be signed by one Program Manager of the
     party submitting the Problem Report. If a Project Problem relates only to
     an instruction which an Operating Party has issued under Clause 3.2, the
     Operating Party itself can sign a Problem Report.

7.4  Resolution. If the Program Managers cannot resolve a Project Problem within
     two weeks after a Problem Report has been submitted, either LLC or the
     Eurex Entities, respectively, or DBS (or an Operating Party in the case of
     a Project Problem relating only to an instruction under Clause 3.2) can
     refer the Project Problem to the Steering Committee for further discussion
     and resolution; the Steering Committee cannot impose a resolution of a
     Project Problem on a party without the approval of the party's
     representative(s) in the Steering Committee. If this does not result in a
     resolution of the Project Problem within two weeks of such referral, any
     Program Manager can refer the Project Problem to the Escalation Committee
     (see, Clause 3.7 above); the Escalation Committee cannot impose a
     resolution of a Project Problem on a party without the party's consent.


Final Version of the Systems Operations Agreement
                                                                            -18-

     If any Program Manager notifies the others in writing that the Project
     Problem is urgent, the two week period for referral to the Steering
     Committee or the Escalation Committee will not apply; i.e., the Project
     Problem can be referred immediately.

7.5  Continued Performance. Pending resolution of a Project Problem (including
     through arbitration) involving an allegation of improper performance on the
     part of DBS, LLC, the Eurex Entities and any other party obliged to make
     payments to DBS under a Schedule or a Change Request must continue to make
     payments on DBS's invoices equal to (i) the amounts owed for work not
     materially affected by the alleged improper performance, and (ii) 75% of
     the other invoiced amounts. DBS cannot suspend performance, pending
     resolution of a Project Problem. However, if LLC, the Eurex Entities or any
     other party fails to comply with their obligation under the first sentence
     of this Clause, DBS can suspend its performance only for the work for which
     payment has been withheld in violation of the first sentence of this
     Clause. If an Operating Party has suspended payment only under a Change
     Request agreed with regard to an instruction the Operating Party issued
     under Clause 3.2, DBS can only suspend performance of its work under that
     Change Request. For so long as DBS is an Affiliate of DBAG, the above right
     of DBS to suspend performance if payment is suspended does not exist if a
     party of the Eurex Group is the one which suspended payment. Under no
     circumstances will DBS suspend performance except as permitted under this
     Clause 7.5.

7.6  Record. If the parties resolve a Project Problem without arbitration, the
     parties will record the resolution in writing.

7.7  Unilateral Action. DBS will maintain a critical path schedule which
     reasonably defines critical components which, if delayed, will have a
     significant impact on the time for completion of any significant
     Deliverable. Schedule 2.2 contains the critical path schedule governing the
     implementation of JV Release 1.0. The parties recognize, however, that the
     schedule may not be all inclusive. In the event of an actual delay or a
     delay in complying with the critical path schedule which DBS should
     reasonably anticipate, DBS must inform LLC in reasonable detail about such
     problems and the corrective procedures (including the time needed for
     correction) without undue delay using the Project Problem report procedure.
     In an emergency situation, DBS can take unilateral action to mitigate the
     emergency and inform LLC without undue delay afterwards. This Clause
     applies mutatis mutandis to the Eurex Entities.

7.8  No Waiver. Compliance with the Project Problem procedure does not waive any
     substantive rights or remedies under this Agreement.


Final Version of the Systems Operations Agreement
                                                                            -19-

                                     (S) 8

                                Quality Control

8.1  Deliverables Sign-Off. LLC or the Eurex Entities, respectively, and DBS
     will submit Deliverables to the other party for "Sign-Off" using a Sign-Off
     Form (the format of which DBS and LLC will agree without undue delay).
     Sign-Off on a Deliverable or Sub-Project does not constitute acceptance or
     part acceptance of such Deliverable or Sub-Project. The party receiving a
     Deliverable will sign and return the Sign-Off Form or a Deficiency Report
     (in a form which DBS and LLC will agree without undue delay). LLC or the
     Eurex Entities, respectively, will examine the Deliverables for any
     discrepancies between the required functionality and other characteristics
     of the Deliverable required by this Agreement and the actual functionality
     and other characteristics of the Deliverable as submitted ("Deviations").
     LLC or the Eurex Entities, respectively, are under no obligation to examine
     the technical solutions contained in the Deliverables. The Deficiency
     Report will contain a detailed description of any Deviations. A Deficiency
     Report from the LLC requires the signature of only one of the LLC's Program
     Managers; an LLC Sign-Off requires the signatures of both Program Managers
     and a Eurex Deficiency Report as well as Sign-Off requires the signature of
     the Program Manager representing the Eurex Group. The party responsible for
     the Deliverable will correct the Deviations without undue delay and
     resubmit the Deliverable. Subject to Clause 8.2, this process will be
     repeated until all Deviations have been corrected. Failure to submit the
     Sign-Off Form or a Deficiency Report within two weeks of receipt of the
     Deliverable will constitute Sign-Off.

8.2  Repeat Attempts. If DBS fails to correct a Deviation listed in a Deficiency
     Report (provided pursuant to Clause 8.1 or Clause 8.4) on the first try,
     DBS will not be entitled to charge for further work required to correct the
     Deviation. Notwithstanding the foregoing, DBS will not charge any
     additional fee for any work required to correct a Deviation in a
     Deliverable to the extent that the Development Parties are paying a fixed
     fee for such Deliverable. Should DBS fail to cure a Deviation within a
     reasonable time, the members of the LLC Group may subcontract the work to a
     third party, and DBS will return any remuneration already received for the
     Deliverable to the extent that the DBS work cannot reasonably be used. DBS
     will cooperate with the new subcontractor. The liability of DBS to make
     payments under this Clause 8.2 is limited to the amount which DBS received
     for the corresponding work.

8.3  No Deviation. If an alleged Deviation described in a Deficiency Report is
     found not to exist and if the alleged Deviation instead constitutes a
     change in the scope of the Deliverable, the party responsible for the
     Deliverable will notify the receiving party accordingly, and the receiving
     party can then initiate the Change Request procedure. If LLC or the Eurex
     Entities, as the case may be, and DBS disagree about the existence of a
     Deviation and the disagreement is not resolved by the respective Project
     Managers, either DBS or LLC or the Eurex Entities, as the case may be, can
     initiate the Problem Report procedure.


Final Version of the Systems Operations Agreement
                                                                            -20-

8.4  Sub-Project Acceptance. DBS will notify LLC or the Eurex Entities,
     respectively, that a Sub-Project is ready for Acceptance after LLC or the
     Eurex Entities, respectively, have Signed Off on all of the Deliverables
     for the Sub-Project pursuant to Clause 8.1 and DBS has successfully
     completed testing, unless otherwise agreed. LLC or the Eurex Entities,
     respectively, will have the right to test (in accordance with the Test
     Procedures applicable to the Sub-Project) all of the Deliverables and the
     Sub-Project as a whole, and in combination with any other systems, software
     or hardware with which the Deliverables are intended to be used. In
     particular, LLC will have the right to test the Eurex Software as provided
     in Schedule 2.2. In accordance with Clauses 8.4.1 through 8.4.3, LLC or the
     Eurex Entities, as applicable, will either sign a Sub-Project Acceptance
     Form or a Deficiency Report.

     8.4.1  When LLC or the Eurex Entities, respectively, submit a Deficiency
            Report in connection with a Sub-Project Acceptance, in addition to
            the detailed description of any Deviation, LLC or the Eurex
            Entities, respectively, will classify the Deviation as follows:

            Class 1:    The Deviation would prevent the Sub-Project as a whole
                        from operating or would have such an impact on the
                        operation of the Sub-Project that its use in production
                        would not be commercially viable.

            Class 2:    The Deviation would have a materially detrimental impact
                        on the operation of the Sub-Project as a whole, although
                        the Sub-Project could still be used in production in a
                        commercially viable manner, if necessary with reasonable
                        work-around efforts. If a combination of Class 2 and
                        Class 3 Deviations would prevent the Sub-Project as a
                        whole from being used in a commercially viable manner,
                        the combination of Class 2 and Class 3 Deviations
                        constitutes a Class 1 Deviation.

            Class 3:    These are any other Deviations. If a combination of
                        Class 3 Deviations would prevent the Sub-Project as a
                        whole from operating or would have such an impact on the
                        operation that their use in production would not be
                        commercially viable, the combination of Class 3
                        Deviations constitutes a Class 1 Deviation. If a
                        combination of Class 3 Deviations would have a
                        materially detrimental impact on the operation of the
                        Sub-Project as a whole, although they could still be
                        used in production in a commercially viable manner, if
                        necessary with workarounds, the combination of Class 3
                        Deviations constitutes a Class 2 Deviation.

     8.4.2  If LLC or the Eurex Entities, respectively, classify a Deviation as
            a Class 1 Deviation during the Test Procedure, LLC or the Eurex
            Entities, respectively, can cancel or interrupt the Test Procedure
            and require DBS to reexamine the Sub-Project and correct the
            Deviation and any other Deviations which were already identified as
            soon as possible


Final Version of the Systems Operations Agreement
                                                                            -21-

            using its best efforts prior to resubmitting the Sub-Project for the
            Test Procedure. If LLC or the Eurex Entities, respectively, classify
            a Deviation as a Class 2 Deviation during the Test Procedure, the
            Test Procedure will continue to the extent reasonably feasible, and
            DBS will correct the Deviation and any other Deviations which were
            already identified as soon as possible using its best efforts. LLC
            or the Eurex Entities, respectively, must only accept the Sub-
            Project as a whole after conclusion of the Test Procedures when all
            Class 1 Deviations have been corrected.

     8.4.3  After conclusion of the Test Procedure, LLC or the Eurex Entities,
            respectively, are not entitled to refuse Sub-Project Acceptance due
            to Class 2 or Class 3 Deviations. However, DBS must correct the
            Class 2 and Class 3 Deviations without undue delay after they have
            been reported.

     Failure to submit the Sub-Project Acceptance Form or a Deficiency Report
     within two weeks after the Test Procedures have been concluded constitutes
     Acceptance of the Sub-Project.  Clauses 8.2 and 8.3 apply mutatis mutandis.
     Sub-Project Acceptance under this Agreement will not prejudice the rights
     of LLC under acceptance procedures pursuant to the Master Software
     Development Agreement.  If LLC or the Eurex Entities, respectively, and DBS
     disagree about the classification of a Deviation and the disagreement is
     not resolved by the respective Project Managers, either DBS or LLC or the
     Eurex Entities, respectively, can initiate the Problem Report procedures.

8.5  Services.  Services, which are not part of any Deliverable (i.e., training
     services), are not subject to the Sign-Off procedures; rather, LLC or the
     Eurex Entities, respectively, or DBS can register complaints on a
     Deficiency Report if they are dissatisfied with a Service.

     8.5.1  Complaint. During the performance of Services any deficiencies must
            be submitted in writing to the party providing the Services. If
            documentary evidence clearly shows that a party receiving the
            Service was aware of a deficiency in the Service or should have been
            aware of the deficiency in the Service exercising a highly
            professional standard of care, and that party fails to inform the
            other party within two weeks of becoming aware, the party receiving
            the Service cannot assert any claims or other rights against the
            other party resulting from the deficiency in the Service prior to
            notification, but the party receiving the Service can require the
            other party to correct the deficiency in the Service without undue
            delay. The party rendering the Service must correct the deficiency
            at its expense.

     8.5.2  Completion.  Upon completion of Services, the party providing the
            Services will inform the other party that the Services have been
            completed using the Services Completion Notice form (the format of
            which DBS and LLC or the Eurex Entities, respectively, will agree
            without undue delay). Unless the party receiving the Services
            submits a Deficiency


Final Version of the Systems Operations Agreement
                                                                            -22-

            Report within two weeks after receipt of the Completion Notice, the
            Services will be deemed to have been properly performed.

                                     (S) 9
            Project Price, Payment, Guarantee, Performance Guarantee

9.1  Project Price. Schedules 2.2, 1.4 and 9.2b and the Change Requests for each
     Sub-Project will specify the prices ("Project Prices"), reimbursable
     expense categories and payment schedules and the member(s) of the LLC Group
     who must make the corresponding payments to DBS. The members of the LLC
     Group will only reimburse DBS for those categories of expenses identified
     in the Schedule and Change Requests and only to the extent the expenses are
     reasonable and documented. LLC, at its free discretion, can notify DBS that
     DBS must obtain the approval of only one LLC Program Manager before
     incurring an LLC expense above a specified limit unless agreed otherwise in
     a Change Request. Only the Project Manager representing the Eurex Entities
     is required to give his approval with respect to expenses to be paid by the
     Eurex Entities.

9.2  Time and Materials. If this Agreement or a Schedule or a Change Request
     does not specify a Project Price or specifies that charges will be on a
     time and materials basis, DBS will charge on a time and materials basis
     according to the DBS Catalogue of Prices. The current version of the DBS
     Catalogue of Prices for the LLC is attached as Schedule 9.2a.  The current
     German version of the DBS Catalogue of Prices for the portion of the System
     used solely by the Eurex Entities is attached as Schedule 9.2b.  DBS
     represents that the prices in Schedule 9.2a are comparable to the prices
     that DBS charges the Eurex Group for the services rendered under the
     Service Agreements and will, when adjusted as provided below, continue to
     correspond to general, competitive market rates and will not unduly favor
     DBS as a subsidiary of DBAG.

     9.2.1  LLC and DBS will commence negotiations on a reasonable adjustment of
            the prices in a future Schedule 9.2 (which will apply to both the
            CBOT Group and the Eurex Group) on 1 September of each year during
            the Project. During the term of this Agreement the rates for
            personnel should only be adjusted in accordance with the changes in
            general rates for comparable personnel in the information technology
            industry in the country in which the work is performed, and in any
            case by no more than [**] in any year compared to the previous
            year's rates. The prices for leased lines, hardware and other non-
            personnel items will be adjusted up or down corresponding to market
            prices. If LLC and DBS have not agreed on new prices by 31 October,
            either of them can initiate the Project Problem procedures. The
            adjusted prices will apply for the next calendar year. However, the
            negotiations commencing on 1 September 2000 will also deal with a
            [**] adjustment of Schedule 9.2a with regard to the prices for the
            period from 1 September 2000 through 31 December 2000. The parties
            can also agree on fixed prices for Deliverables. DBS will use
            commercially reasonable efforts to perform work which is charged on
            a time and materials basis in a cost efficient manner.


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     9.2.2  The parties anticipate that DBS will be able to realize synergies
            during the course of the Project, for example, by permitting parts
            of the System to be shared by members of the LLC Group or used for
            the benefit of third parties (e.g., joint use of Access Points) or
            by designing the System or parts thereof to allow the members of the
            LLC Group to share costs. The parties will take resulting cost
            savings into account when negotiating adjustments of Schedule 9.2a
            under Clause 9.2.1.

9.3  Invoices.  DBS will send invoices concerning the part of the System which
     relates solely to the CBOT Group to the LLC and invoices concerning the
     part of the System which relates solely to the Eurex Group to the Eurex
     Entities.  Invoices concerning the part of the System which is shared by
     the CBOT Group and the Eurex Group will be apportioned by DBS between the
     LLC and the Eurex Entities according to the instruction given by the LLC.
     DBS will send invoices directly to the Operating Parties for work performed
     for such parties under Change Requests concluded with them.  Each invoice
     will also include supporting information for the specific line items which
     are charged.  LLC or the Eurex Entities, respectively, can conduct an audit
     of DBS records to the extent reasonably required to confirm the accuracy of
     the invoiced amounts (e.g., reviewing timesheets, travel expense reports).

9.4  VAT, Tax Laws.  The Project Prices are net of any Value Added Tax or
     withholding taxes.  The members of the LLC Group will pay any Value Added
     Tax or withholding taxes assessed on payments they make to DBS.  Under
     current German law and proposed tax legislation, no member of the LLC Group
     will be liable for German VAT.  If tax laws change after the execution of
     this Agreement so that any member of the LLC Group is required to pay any
     new non-refundable taxes to a tax authority on payments made to DBS under
     this Agreement, any member of the LLC Group can require the other parties
     to commence negotiations on an adjustment of this Agreement in order to
     minimize the tax detriment to the members of the LLC Group.  No party is
     under an obligation to accept an adjustment which would have a materially
     detrimental financial impact on it or one of its Affiliates.  If the
     parties do not agree on an adjustment within two months of receipt of the
     request to commence negotiations, a party for which there would be a
     materially detrimental financial impact on itself or one of its Affiliates
     can terminate this Agreement by written notice effective at the end of the
     calendar month following the month in which the notice is given.  DBS will
     not charge early termination penalties to LLC, the Eurex Entities, the
     Operating Parties or the Development Parties pursuant to Clause 18.2 or
     otherwise in this case, but DBS will charge for its efforts to wind down
     the work under this Agreement or transfer the work to one or more of the
     other parties or to a third party on a time and materials basis.

     Prior to receiving any payment which may be subject to United States
     withholding taxes from any party pursuant to this Agreement, DBS shall
     confirm in writing that such payment is not subject to withholding taxes or
     deliver to such party two original copies of Internal Revenue Service Form
     W-8ECI (or any successor forms), accurately completed and duly executed by
     DBS, together with any other certificate or statement of exemption required
     under the Internal Revenue Code or the


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                                                                            -24-

     regulations issued thereunder to establish that DBS is not subject to
     deduction or withholding of United States federal income tax with respect
     to such payments. DBS hereby agrees, from time to time after the initial
     delivery by DBS of such confirmation, forms, certificates or other evidence
     whenever a lapse in time or change in circumstances renders such
     confirmation, forms, certificates or other evidence obsolete or inaccurate
     in any material respect, to deliver to the respective party a
     reconfirmation that such payment are not subject to withholding tax or two
     new original copies of Internal Revenue Service Form W-8ECI (or any
     successor forms) accurately completed and duly executed by DBS, together
     with any other certificate or statement of exemption required under the
     Internal Revenue Code or the regulations issued thereunder to confirm or to
     establish that DBS is not subject to deduction or withholding of United
     States federal income tax with respect to any such payments.
     Notwithstanding this Clause 9.4, the relevant Project Prices shall be paid
     net of any U.S. withholding tax caused by the failure of DBS to provide the
     applicable party such forms, certificates or other evidence.

9.5  Payments.  All payments are due within one month of receipt of an
     undisputed invoice and are not subject to any deductions for prompt payment
     (Skonto).  All payments will be made free of bank charges or other
     deductions to an account which DBS specifies in writing to LLC and the
     Eurex Entities.

9.6  Guarantees for Liabilities of LLC.  The Development Parties guarantee, as
     severally and not jointly liable debtors only, all of the liabilities of
     LLC to DBS under this Agreement; the responsibility of the Development
     Parties under this sentence will be allocated 50% to CBOT, 40% to DBAG and
     10% to SWX unless the Schedules and/or Change Requests provide otherwise
     or LLC informs DBS otherwise in writing prior to DBS filing a claim in
     arbitration.  CBOT guarantees all liabilities of (i) any member of the CBOT
     Group owed to DBS and (ii) LLC, where it is acting at the direction of the
     CBOT Group under Clause 1.9.  DBAG guarantees 80% and SWX guarantees 20%
     of any liability owed by a member of the Eurex Group to DBS.  These
     guarantees constitute independent guarantees (selbstschuldnerische
     Burgschaft).

                                     (S) 10
                                   Warranties

10.1 Service Levels, Exclusion of Warranties.  Except as set forth in the
     Service Levels attached as Schedule 10.1, in any Change Request and in
     Clause 10.3, all claims under warranty (Gewahrleistungsanspruche) against
     DBS for any defects in a Deliverable that arise after LLC's or the Eurex
     Entities' Acceptance of a Sub-Project or with regard to a Service under
     Schedules 2.2,  1.4 or 9.2b or a Change Request are excluded.  However, if
     DBS has a claim under warranty or for any other reason against any
     subcontractor or other third party related to any Deliverable or Service,
     DBS will inform LLC or the Eurex Entities, as applicable, about the claim
     and, at the request of LLC or the Eurex Entities, as applicable, assign the
     claim to or assert the claim for the


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                                                                            -25-

     account of, or the appropriate member of the LLC Group as specified by the
     LLC or the Eurex Entities, as applicable.

10.2 Subsequent Sub-Projects.  For other Sub-Projects, LLC or the Eurex
     Entities, respectively (or the relevant Operating Party) and DBS will
     negotiate in good faith the terms and conditions of any warranties (other
     than those set forth in Clause 10.3) for the Deliverables and Services
     provided under such Sub-Project.  DBS will also be obligated to assert
     warranty claims against subcontractors and third parties as set forth in
     the last sentence of Clause 10.1.

10.3 General Warranties.  DBS represents and warrants to each member of the LLC
     Group that: (i) the Ownership Parties will be the sole and exclusive owners
     of all right, title and interest in and to, and free of all liens, claims
     or other encumbrances, all Deliverables and the Client Proprietary Rights;
     (ii) each Deliverable will be free from all viruses, worms, trojan horses,
     cancelbots and other contaminants including, without limitation, any codes
     or instructions that can be used to access, modify, delete or damage any
     data files or other computer programs used by any member of the LLC Group;
     and (iii) the Deliverables and the Client Proprietary Rights do not, and
     will not, infringe, misappropriate or otherwise violate any Proprietary
     Right of any third party (the exclusive remedies for this last warranty
     (iii) are set forth in Section 14).  These general warranties apply to
     standard third party software (e.g., standard Microsoft products) only to
     the extent that DBS has corresponding warranties from the third party.

                                     (S) 11
                            Limitation of Liability

11.1 Conduct.  DBS will be fully liable (including consequential damages) to
     each member of the LLC Group to the extent DBS's intentional misconduct or
     gross negligence causes or results in any damages or harm to such member.
     Each member of the LLC Group will be fully liable (including consequential
     damages) to DBS to the extent such member's intentional misconduct or gross
     negligence causes or results in any damages or harm to DBS; the other
     members of the LLC Group are not liable for such member's intentional
     misconduct or gross negligence.  However, if LLC itself commits intentional
     misconduct or gross negligence, the Development Parties are liable as
     several and not joint guarantors under Clause 9.6.  If DBS, on the one
     hand, or any member of the LLC Group, on the other hand, notifies the other
     that it has failed to properly perform an obligation, even if the failure
     was without fault, and the notified party fails to cure the failure within
     a reasonable period, the notified party will be liable as set forth above.

11.2 Limitation of Liability.  This Agreement (including Schedules and Change
     Requests) contains provisions on liability which apply exclusively in
     specified circumstances (e.g., Performance Credits).  To the extent that a
     specific provision does not exist and a party, as a result of negligent
     conduct (including minor negligence) other than gross negligence,
     materially breaches a


Final Version of the Systems Operations Agreement
                                                                            -26-

     contractual obligation, that party will be liable for the harm suffered by
     the other parties, except for consequential damages.

     11.2.1  The total liability of each of DBS, on the one hand, and the LLC
             Group taken as a whole, on the other hand, for violations of its
             obligations under this Agreement and the Master Software
             Development Agreement is limited to [**] per calendar year. This
             limit also applies to claims arising under provisions on liability
             which apply exclusively in specific circumstances (e.g.,
             Performance Credits). This Clause 11.2.1 does not apply to claims
             under Sections 13, 14 and 16 and Clauses 10.3 and 11.1.

     11.2.2  If more than one party asserts claims against DBS in excess of this
             limit in any year, the claims will rank pari passu; if DBS has
             already paid claims up to this limit in any year, any additional
             claims can only be satisfied by an arrangement among the members of
             the LLC Group.

     11.2.3  If DBS, on the one hand, or any member of the LLC Group, on the
             other hand, violates its obligations under this Agreement and the
             Master Software Development Agreement to the extent that the other
             party would have claims against the violating party in excess of
             [**] in any calendar year but for Clause 11.2.1, the party whose
             claim is limited by Clause 11.2.1 can terminate its participation
             in this Agreement pursuant to Clause 18.1 within one month after
             notifying the other party in writing of the claim and the amount in
             excess of [**] ("Claim"). A party which receives notice of the
             Claim under this Clause 11.2.3 can cancel the effect of the notice
             of termination by paying to the terminating party the excess amount
             stated by the terminating party in its notice under the first
             sentence of this Clause 11.2.3 within one week of receiving the
             notice of termination; such payment does not prejudice the rights
             of any of the parties under the Project Problem procedures or in
             arbitration.

11.3 Recourse.  Except for claims which DBS may assert directly against the
     Development Parties as set forth in Clause 9.6, DBS can assert claims under
     this Agreement only against the relevant member of the LLC Group. Any party
     can assert claims directly against DBS in accordance with this Agreement.
     DBS hereby consents to the assignment of any claim LLC may have against DBS
     on behalf of a member of the LLC Group to such member and such member of
     the LLC Group may enforce such claim directly, in its own name and on its
     own behalf, against DBS. The preceding sentences in this Clause 11.3 do
     not, however, prevent any party from applying for preliminary injunctive
     relief directly against any other party.

11.4 Insurance.  The limits on liability in Clause 11.2 do not apply to the
     extent that a party maintains insurance policies which would provide
     coverage in excess of the limits on liability. The parties will inform each
     other about current and future insurance policies which provide coverage in
     excess of the limits in Clause 11.2. At the request of LLC or the Eurex
     Entities, respectively, DBS will have the appropriate members in the LLC
     Group named as additional beneficiaries under


Final Version of the Systems Operations Agreement
                                                                            -27-

     existing insurance policies; LLC or the Eurex Entities, respectively, will
     bear any additional costs. DBS will conclude future insurance policies
     giving coverage in excess of the limits in Clause 11.2 upon receiving
     corresponding instructions from LLC or the Eurex Entities, respectively,
     and an undertaking by LLC or the Eurex Entities, respectively, or the
     Development Parties to reimburse DBS for the corresponding insurance
     premiums. LLC or the Eurex Entities, respectively, can determine the
     insurer, the beneficiaries and other aspects of the insurance policies.

                                    (S) 12
                                   Personnel

12.1 Qualifications.  DBS will only assign personnel to the Project who are
     suitably qualified for the performance of DBS's obligations under the
     Project. LLC, the Eurex Entities and the Operating Parties, respectively,
     will only assign personnel to the Project who have sufficient knowledge of
     the aspects of the relevant business, functional requirements, practices
     and areas of expertise in order to provide efficient cooperation with DBS
     in performing the work under the Change Requests.

12.2 Key Personnel.  Set forth in Schedule 12.2 is a list of each party's "Key
     Personnel". No party will remove its Key Personnel from the Project without
     obtaining the prior written consent of the other party, which consent will
     not be unreasonably withheld. If one of the Key Personnel leaves the
     employment of a party or is otherwise prevented from continuing work on the
     Project, the party will replace the Key Person without undue delay with
     another individual who is appropriately qualified upon receiving the
     consent of the other party, which consent will not be unreasonably
     withheld. For each Sub-Project outside of Schedules 2.2 and Schedules 1.4
     and 9.2b, DBS, LLC, the Eurex Entities and the Operating Parties,
     respectively, will provide a list of Key Personnel in an appropriate
     Schedule.

12.3 Transfer.  DBS and LLC or the Eurex Entities, respectively, can require at
     any time that an individual assigned to the Project be transferred to
     another part of the Project or be removed from the Project if such request
     is based on plausible reasons and not purely arbitrary. In the case of Key
     Personnel, such a demand is only permissible if the demanding party can
     provide clear and convincing evidence that the continued presence of the
     individual will endanger the successful completion of the work for which
     the individual is responsible. All demands for transfer or removal must be
     in writing and must state the reasons for the demand; in the case of Key
     Personnel the evidence must be attached to the demand. The other party must
     comply with the request within two weeks and provide a suitable replacement
     without undue delay or deliver a Problem Report to the demanding party.


Final Version of the Systems Operations Agreement
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                                    (S) 13
                              Proprietary Rights

13.1 Ownership.  As between DBS, on the one hand, and the Ownership Parties, on
     the other hand, the Ownership Parties will own all rights, title and
     interest in and to all Deliverables which DBS creates under this Agreement,
     including any Tools in accordance to Clauses 5.1 and 5.2, which are
     embedded in the Deliverables, and all rights related thereto (the "Client
     Proprietary Rights"). As among the Ownership Parties, ownership of the
     Client Proprietary Rights will be determined as set forth in the Alliance
     Agreement and the Software License Agreement.

13.2 DBS Rights.  DBS will be the sole and original owner of, and will have the
     sole and exclusive title in and to: (i) the Pre-Existing Proprietary
     Rights, and (ii) any Proprietary Rights that DBS develops after the
     Effective Date that DBS can clearly establish are outside the scope of any
     work performed under this Agreement and that are not necessary for the
     operation or maintenance of the Eurex Software (collectively, the "DBS
     Proprietary Rights"). Except to the extent DBS obtains prior written
     approval of LLC or the Eurex Entities, respectively, DBS may not include or
     use any Pre-Existing Proprietary Rights in any Deliverable or Sub-Project.
     DBS acknowledges and agrees that it is precluded from developing for itself
     or for others materials that are derived from any Deliverable or Sub-
     Project, and DBS disclaims any Rights to the Eurex Software. However,
     subject to the confidentiality obligations of DBS to the LLC Group
     hereunder, this restriction will not preclude DBS from using general
     concepts, know-how and ideas used or developed in the course of performing
     its obligations under this Agreement.

13.3 Source Code; Documentation.  To the extent included or used in any
     Deliverable developed or provided by DBS hereunder, DBS will deliver to LLC
     and each Ownership Party the source code version of any computer software,
     and documentation sufficient to enable the use, operation, modification and
     maintenance of such computer software. The source code will be delivered by
     providing each recipient with a CD-ROM or equivalent storage medium on
     which the source code is stored. The documentation will be delivered by
     providing each recipient with a CD-ROM or equivalent storage medium on
     which the documentation is stored.

                                    (S) 14
                      Infringement of Third Party Rights

14.1 By DBS.  DBS will indemnify, defend and hold each of the members of LLC
     Group harmless for all losses, damages, expenses and costs (excluding the
     consequential damages of the other parties to this Agreement except in the
     case of intentional misconduct or gross negligence on the part of DBS)
     related to or arising from all claims asserted by third parties against any
     one or more members of the LLC Group relating to the System or operation of
     the System, any Deliverables, any Client Proprietary Rights or anything
     else developed by or for DBS under this Agreement in which the third
     parties allege violations of intellectual property rights or of similar
     rights (e.g., under laws against unfair competition).


Final Version of the Systems Operations Agreement
                                                                            -29-

14.2 Notice.  Each member of the LLC Group will inform DBS without undue delay
     when such claim is asserted against it.  DBS will also indemnify each
     member of the LLC Group against the costs of asserting such member's rights
     relating to such claims if such member coordinates assertion of rights with
     DBS.  DBS will select, at its own expense, legal counsel reasonably
     acceptable to the indemnified party for any proceedings, although the
     indemnified party is permitted to have, at its own expense, legal counsel
     of its choice also participate in the proceedings.

14.3 Settlement.  A member of the LLC Group is not permitted to settle any
     claims of third parties covered by Clause 14.1 so long as DBS fully
     complies with its obligations under the above provisions, unless such
     settlement includes a release of DBS from liability under the claim that is
     the basis of the proceeding.

14.4 Right to Use.  If a member of the LLC Group is prohibited in proceedings
     about intellectual property rights or similar rights directed against it
     from using the System or operating the System, the Deliverables and Client
     Proprietary Rights or anything else developed by or for DBS under this
     Agreement, or if such a prohibition is probable in their reasonable
     estimation, DBS, at its own cost, will obtain the right for such party or
     parties to continue to use the affected materials or replace them with
     another product which is equivalent in all aspects or modify the affected
     materials in such a manner that the violation of the intellectual property
     right or similar right no longer exists.  This Agreement will then apply to
     the new or modified products.

14.5 Texas Case.  Clause 5.1.2 of the Software License Agreement applies mutatis
     mutandis.  If the decision in the Texas Case is in favor of the plaintiff,
     the parties will use good faith efforts to modify the Project so that the
     Texas Case does not affect the Project.  LLC or any Ownership Party can
     also suspend this Agreement or terminate this Agreement pursuant to Clause
     18.1.

                                     (S) 15
                                Confidentiality

15.1 Confidential Information.  The parties acknowledge that they have received
     and will receive confidential information in connection with this Agreement
     and the transactions contemplated hereby related to and including trade
     secrets and business information regarding the business, financial
     situation, products and prospects of the other parties and their Affiliates
     ("Confidential Information").  For purposes hereof, Confidential
     Information includes but is not limited to (i) all documents and other
     media given or shown to any other party containing the legend,
     "Confidential," (ii) all documents, other media and other information
     (whether or not in written form) ancillary or related to such documents,
     (iii) all documents, other media and other information (whether or not in
     written form) prepared by the receiving party to the extent that they
     contain, reflect or are based upon, in whole or in part, any Confidential
     Information furnished by the disclosing party, (iv) except as set forth in
     any marketing plan or press release to which the parties mutually agree in
     writing, all information related to the subject matter of this Agreement,
     and (v) all


Final Version of the Systems Operations Agreement
                                                                            -30-

     information that is Confidential Information as defined in Section 7.3 of
     the Software License Agreement. Confidential Information does not include
     any information: (i) which becomes generally available to the public other
     than as a result of a breach of this Clause 15.1, (ii) which is received
     from a third party provided that the third party is not bound by an
     obligation of confidentiality with respect to such information, or (iii)
     which was legally in a party's possession without obligations of
     confidentiality prior to such information being furnished as Confidential
     Information.

15.2 Use.  DBS, on the one hand, and the members of the LLC Group, on the other
     hand, agree that all Confidential Information will be used only for the
     purpose of evaluating and completing the transactions and business
     objectives contemplated herein, in the Master Software Development
     Agreement and in the various agreements among the members of the LLC Group.
     The receiving party of each item of Confidential Information will use
     reasonable efforts, taking into account the materiality and proprietary
     nature of the particular Confidential Information, to protect such
     Confidential Information from unauthorized use or disclosure (intentional,
     inadvertent or otherwise) and, in any event, will exercise at least the
     same reasonable level of care to avoid any such unauthorized use or
     disclosure as it uses to protect its own information of a like nature.

15.3 Exceptions.  Notwithstanding the foregoing, the parties may disclose
     Confidential Information to third parties with the prior written consent of
     the other parties hereto, and the parties will be free to disclose
     Confidential Information without the consent of the other parties to their
     attorneys and accountants, their clearing organizations, and to
     governmental entities and applicable self-regulatory organizations in
     connection with obtaining regulatory approvals to the extent necessary and
     reasonably appropriate to obtain such approvals or as otherwise required by
     law, rules of, or direction by, regulatory authorities having jurisdiction
     over the disclosing party, and only to the extent required by or reasonably
     requested by such authority, as well as to their directors, employees,
     attorneys, consultants and agents on a need-to-know basis in connection
     with their duties, as long as such persons are advised of the confidential
     nature of such information and their obligation to protect it as
     confidential and are bound by confidentiality undertakings consistent with
     this Section 15.

15.4 Return/Destruction.  Except for Confidential Information of DBS that the
     LLC Group is intended to retain under the terms of this Agreement, the
     Master Software Development Agreement and the various agreements among the
     members of the LLC Group, if this Agreement is terminated for any reason,
     the receiving parties of each item of Confidential Information, including
     documents, contracts, records or properties, will return it to the
     disclosing party thereof or, in the receiving party's discretion, destroy
     it and provide a certification to the disclosing party that all such
     Confidential Information has been returned or destroyed immediately after
     termination, except to the extent that retention of any Confidential
     Information is expressly permitted by any other written agreement among the
     parties or their Affiliates. The provisions of this Section 15 will survive
     the termination of this Agreement.




Final Version of the Systems Operations Agreement
                                                                            -31-

15.5 Scope.  This Section 15 will not apply to information disclosed by a member
     of the CBOT Group or the Eurex Group to a member of the other group; such
     information is covered by clauses on confidentiality in the Software
     License Agreement and the Alliance Agreement.

                                    (S) 16

                            General Indemnification

16.1 By Members of LLC Group.  Each member of the LLC Group will hold DBS
     harmless from any claim asserted against DBS by such other party's
     respective personnel or subcontractors for personal injury or damage to
     property incurred while such personnel are at DBS's or an Affiliate's
     facilities in connection with this Agreement unless the harm was the result
     of intentional misconduct or gross negligence on the part of DBS or its
     Affiliate. Each member of the LLC Group will also hold DBS harmless from
     claims asserted against DBS by third parties resulting from intentional
     misconduct or negligence of such member's personnel; the members of the LLC
     Group are not liable for another member's personnel.

16.2 By DBS.  DBS will hold the other parties and their Affiliates harmless from
     any claim asserted against them by personnel of DBS or its subcontractors
     for personal injury or damage to property incurred while such personnel are
     at the other parties' or their Affiliates' facilities unless such harm was
     the result of intentional misconduct or gross negligence on the part of the
     other party or its Affiliate. DBS will also hold the other parties and
     their Affiliates harmless from claims asserted against them by other
     persons resulting from intentional misconduct or negligence of DBS's
     personnel.

16.3 Notification.  DBS and LLC or the Eurex Entities, respectively, will notify
     each other without undue delay if a claim is asserted for which a party
     will be seeking indemnification. The right to indemnification also covers
     the indemnified party's costs in defending against the claim so long as the
     indemnified party coordinates the defense of the claim with the party
     against whom indemnification is claimed. A party seeking indemnification is
     not permitted to settle the matter so long as the party against whom
     indemnification is claimed is in compliance with its obligations under this
     Section 16 unless such settlement includes a release of indemnifying party
     from liability under the claim that is the basis of the proceeding.

16.4 Risk Management.  Each member of the LLC Group will use commercially
     reasonable efforts to reduce the risk that a third party will assert claims
     against any such member or DBS resulting from the use of the System by such
     member, which may include adopting policies of use by third parties or
     entering into user agreements with third parties.


Final Version of the Systems Operations Agreement
                                                                            -32-

                                    (S) 17

                                Public Notices

17.1 Press Releases.  Subject to the other parties' prior written approval,
     which will not be unreasonably withheld, each party and its subcontractors
     may advertise and publicize the fact that the parties are cooperating on
     the Project. The parties will cooperate in drafting press releases
     concerning the Project.

17.2 Disputes.  Any statement to the press (or to a third party with the intent
     that the third party forward the statement to the press) concerning a
     Project Problem in which one party allocates blame for the Project Problem
     to another party requires the written approval of LLC or the Eurex
     Entities, respectively, and DBS, which consent will not be unreasonably
     withheld.

17.3 Terms of Agreement.  No party will disclose the terms and conditions of
     this Agreement or proposed Change Requests except to the other parties or
     as reasonably required to perform its obligations or as required by law, or
     for such disclosures as may be necessary or desirable in the ordinary
     course of such party's business including, without limitation, disclosures
     with attorneys, consultants, accountants and similar professionals.

                                    (S) 18

                               Termination, Term

18.1 Termination for Cause (Kundigung aus wichtigem Grund).  DBS, on the one
     hand, or any member of the LLC Group, on the other hand, may terminate this
     Agreement with regard to the relationship with the other party, if the
     other party after receiving a written reminder (Mahnung) setting a
     reasonable deadline for compliance, has not complied with terms of an
     agreement resolving a Project Problem within two weeks of conclusion of a
     Problem Report procedure relating to such Project Problem or within two
     weeks of the Escalation Committee failing to resolve a Problem Report. They
     may also terminate this Agreement with immediate effect without first
     implementing the Problem Report procedure if the other party intentionally
     commits a material breach of the obligation of confidentiality (Section
     15). If a member of the LLC Group terminates this Agreement or DBS
     terminates this Agreement as to a member of the LLC Group under the
     preceding two sentences, any other member of the LLC Group can terminate
     this Agreement with regard to their respective participations by giving
     written notice to DBS within two weeks after receiving written notice that
     another member of the LLC Group or DBS has terminated this Agreement. If
     this Agreement remains in effect with regard to only some of the members of
     the LLC Group, this Agreement will be adjusted to the changed
     circumstances. This Clause 18.1 does not limit the rights of the parties to
     terminate this Agreement for cause (Kundigung aus wichtigem Grund)
     generally available under German law.

18.2 Termination for Convenience.  The initial term of this Agreement for the
     LLC Group is until 30 June 2003. However, any member of the LLC Group can
     terminate its participation in this


Final Version of the Systems Operations Agreement
                                                                            -33-

     Agreement without cause with immediate effect even during the initial term.
     Unless LLC provides written notice to DBS stating otherwise, termination of
     this Agreement under this Clause 18.2 will also terminate any Sub-Project
     in existence as of such termination date. As DBS's sole remedy for LLC's
     termination of this Agreement or a party's instruction to terminate work
     under this Clause 18.2, DBS will be entitled to payment under each of the
     following categories:

     18.2.1    DBS is entitled to payment on a time and materials basis for all
               work performed up to the effective date of termination. DBS will
               transfer any partial work product for which the remuneration is
               paid to the corresponding member(s) of the LLC Group for whom DBS
               was to produce the work product.

     18.2.2    For a Sub-Project for which a fixed price has been agreed, DBS
               will be entitled to payment as compensation for the loss of
               future earnings as follows:

               (i)  If the parties have agreed on specific payments (e.g.,
                    Schedule 2.2.a) which will apply in the event of termination
                    for convenience, those payments will become due on the
                    effective date of the notice of termination.

               (ii) If the parties have not agreed to specific payments which
                    will apply in the event of termination for convenience, DBS
                    will be entitled to compensation under (S) 649 German Civil
                    Code.

     18.2.3    DBS will be entitled to payment on a time and materials basis for
               the work performed after termination for the purpose of winding
               down.

     A party which has given an instruction to DBS to perform work pursuant to a
     Change Request can also terminate the work without cause with immediate
     effect under this Clause 18.2.

18.3 Termination of other Agreements.  In the event of termination of the
     Alliance Agreement or the Software License Agreement or the Master Software
     Development Agreement, LLC, the Eurex Entities, or any other party may, in
     its free discretion, terminate its participation in this Agreement
     immediately upon providing written notice to DBS; Clause 18.2 will apply.
     If a party has terminated this Agreement due to termination of the Alliance
     Agreement or the Software License Agreement or the Software Development
     Agreement for cause (Kundigung aus wichtigem Grund) based on breach by a
     member of the Eurex Group, that party can satisfy its obligations
     (Erfullungsstatt) to make payment to DBS under Clause 18.2 of this
     Agreement by assigning to DBS that party's claims against the breaching
     member of the Eurex Group for damages corresponding to the amounts owed to
     DBS under Clause 18.2, if any. At the request of an Operating Party, DBS
     will enter into negotiations on a separate follow-up agreement on terms and
     conditions similar to those in this Agreement if this Agreement has
     terminated due to termination of the Alliance Agreement.


Final Version of the Systems Operations Agreement
                                                                            -34-

18.4 Continuation.  If any work under Schedules 2.2, 1.4, or 9.2b or Change
     Requests continues past the end of this Agreement, this Agreement will
     continue to apply to such work until it has been completed.

18.5 Post-Termination Cooperation.  If this Agreement is terminated for any
     reason, DBS will follow the reasonable instructions of LLC, the Eurex
     Entities and the Operating Parties for the purpose of providing the
     Services related to the System that were provided by DBS to the applicable
     party prior thereto and any new services requested by LLC, the Eurex
     Entities or the Operating Parties that may be required to facilitate the
     transfer of the System to LLC, the Eurex Entities and/or the Operating
     Parties or a third party service provider, as applicable, including,
     providing to LLC, the Eurex Entities and the Operating Parties or third
     party personnel training in the implementation, operation and maintenance
     of the System (collectively, the "Termination Assistance Services") in
     accordance with the following:

     18.5.1    At no additional cost, DBS will provide to LLC, the Eurex
               Entities and the Operating Parties and any designated third party
               service provider: (i) in writing, to the extent available,
               applicable requirements, standards, policies, operating
               procedures and other documentation relating to the
               implementation, operation and maintenance of the System; and (ii)
               necessary access to the System and the hardware, equipment and
               facilities related thereto.

     18.5.2    If and to the extent requested by LLC, the Eurex Entities and the
               Operating Parties, DBS will assist LLC, the Eurex Entities and
               the Operating Parties in developing a plan which will specify the
               tasks to be performed by the parties in connection with the
               Termination Assistance Services and the schedule for the
               performance of such tasks.

     18.5.3    DBS will provide the Termination Assistance Services for as long
               as an Operating Party reasonably requests for the orderly
               transition of the Services (the "Termination Assistance Period"),
               as agreed upon by LLC, the Eurex Entities and the Operating
               Parties, as the case may be, and DBS, including prices no worse
               to LLC, the Eurex Entities and the Operating Parties, as
               applicable, than those for comparable Services prior to
               termination.

     18.5.4    Following the Termination Assistance Period for a period not to
               exceed 12 months thereafter, and to the extent not already
               complied with, DBS will: (i) answer all reasonable and pertinent
               verbal or written questions from LLC, the Eurex Entities and the
               Operating Parties regarding the Services on an "as needed" basis
               as agreed upon by LLC, the Eurex Entities and the Operating
               Parties and DBS.

     18.5.5    Upon request from LLC, the Eurex Entities and the Operating
               Parties, and to the extent permitted by third party contracts,
               DBS will do the following:


Final Version of the Systems Operations Agreement
                                                                            -35-

               (a)  As part of the winding down or transfer of the
                    implementation, operation and maintenance of the System, LLC
                    or the Eurex Entities, as applicable, can require DBS to
                    sell to LLC and the Eurex Entities, respectively, or their
                    designees some or all of the fixed and current assets in the
                    System which are used by LLC or the Eurex Entities,
                    respectively. DBS can require LLC, or the Eurex Entities, as
                    applicable, to purchase some or all of the fixed and current
                    assets in the System, which are used by LLC or the Eurex
                    Entities, respectively, if DBS cannot reasonably use the
                    fixed assets elsewhere. The price for fixed assets will be
                    their book value as shown in DBS's books but in any event no
                    more than the fair market value. The price for current
                    assets will be their fair market value. DBS will transfer
                    ownership of the corresponding assets to LLC or the Eurex
                    Entities, as applicable, in "as is" condition free of
                    encumbrances immediately on receipt of payment; LLC or the
                    Eurex Entities, as applicable, are responsible for taking
                    delivery of the assets where they are located on the date of
                    transfer. DBS and LLC or the Eurex Entities, as applicable,
                    can exercise their options to sell/purchase under this
                    Clause 18.5.5 up to the conclusion of the winding down or
                    transfer of the System.

               (b)  DBS will transfer or assign, upon LLC, the Eurex Entities or
                    an Operating Party's request, any third party contracts
                    applicable to the implementation, operation and maintenance
                    of the System to LLC, the Eurex Entities or such Operating
                    Party or its designee, on terms and conditions acceptable to
                    all applicable parties.

     18.5.6    LLC or the Eurex Entities, as applicable, will hold DBS harmless
               from the expenses for leased lines and leases for premises and
               equipment and other expenses relating to using such items by the
               applicable parties and charged to DBS by third parties and
               subcontractors until the end of the term of the agreement with
               the respective party (except where LLC or the Eurex Entities, as
               applicable, have terminated this Agreement for just cause
               (Kuendigung aus wichtigem Grund). The right of DBS to
               indemnification under the preceding sentence does not apply if
               the third party or subcontractor charges expenses to DBS due to
               DBS having violated its obligations to the third party or
               subcontractor. Unless LLC or the Eurex Entities, as applicable,
               grants its or their prior written consent, the term of a line
               agreement will not exceed [**], and a lease agreement for
               premises will not exceed an initial fixed term of [**]. DBS will
               use its best efforts to have the respective third party or
               subcontractor consent to LLC or the Eurex Entities, as
               applicable, or a third party designated by LLC or the Eurex
               Entities, as applicable, assuming the agreements with DBS unless
               LLC or the Eurex Entities, as applicable, instruct DBS otherwise.


Final Version of the Systems Operations Agreement
                                                                            -36-

     18.5.7    DBS will provide all necessary Termination Assistance Services on
               a time and materials basis, monthly in arrears. Clause 7.5
               applies.

18.6 Termination by DBS.  DBS can terminate this Agreement without cause by
     giving at least 12 month's written notice to LLC effective on 30 June 2004
     or any subsequent 30 June or 31 December. DBS cannot terminate a Change
     Request concluded pursuant to Clause 3.2 or a Change Request agreed with
     LLC or the Eurex Entities, as applicable, unless DBS also terminates this
     Agreement; Clause 18.4 will continue to apply.

                                     (S) 19
                               General Provisions

19.1 Notices.  Except as expressly set forth to the contrary in this Agreement,
     all notices, requests or consents required or permitted under this
     Agreement must be in writing and must be given either (i) delivered by
     hand, (ii) mailed by certified or registered mail, addressed to the
     recipient, postage paid, and registered or certified with return receipt
     requested, (iii) sent by overnight courier, or (iv) transmitted by
     facsimile transmission, with confirmation of transmission, and are given
     when received by the recipient. All notices, requests and consents to be
     sent to a party must be sent to or made at the address given for that party
     in the heading of this Agreement, or such other address as that party may
     specify by notice to the other parties. Any notice, request or consent by
     DBS must be sent to LLC or the Eurex Entities, as applicable, and any
     notice, request or consent by the other parties must be transmitted by LLC
     or the Eurex Entities, as applicable, to DBS. DBS, on the one hand, and the
     parties other than LLC, on the other hand, can also submit a notice,
     request or consent directly to each other if they are entitled to assert a
     claim directly against the other party; any such notices must be copied to
     LLC.

19.2 Entire Agreement, Amendments.  This Agreement (together with the Master
     Software Development Agreement) constitutes the entire agreement between
     DBS, on the one hand, and the members of the LLC Group, on the other hand,
     and supersedes the Interim Agreement; there are no oral or written side
     agreements. Amendments or supplements to this Agreement (including
     amendments to this Clause 19.2) must be in writing to be effective. This
     also applies to an amendment to this Clause on written form.

19.3 Savings Clause.  The invalidity of individual provisions in this Agreement
     will not result in the entire Agreement being invalid. An invalid provision
     will be deemed to have been replaced by a valid provision which comes as
     close as possible to achieving the commercial purpose of the invalid
     provision.

19.4 Assignment.  No party can assign this Agreement without obtaining the prior
     written consent of the other parties; provided, however, that for the
     avoidance of doubt this sentence does not restrict the rights of the
     Ownership Parties to transfer Client Proprietary Rights. The parties will
     grant


Final Version of the Systems Operations Agreement
                                                                            -37-

     consent to an assignment of rights or obligations by a party to an
     Affiliate if the assigning party remains liable for any assigned
     obligations as a jointly and severally liable guarantor
     (selbstschuldnerische Burgschaft) with the assignee; however, a party can
     refuse consent if the assignment would have a materially detrimental impact
     on the party's interests. Notwithstanding the foregoing:

     19.4.1  Any member of the LLC Group may assign this Agreement without the
             consent of the other parties to this Agreement only to a person to
             whom the Alliance Agreement has been assigned by such member in
             accordance and in compliance with the terms of Section 13.7 of the
             Alliance Agreement. The assigning member, as long as it continues
             to exist, will remain liable as a jointly and severally liable
             guarantor (selbstschuldnerische Burgschaft) with the assignee
             unless and until agreed otherwise by DBS. For the avoidance of
             doubt the restructuring plan described in the May 16th 2000
             "Restructuring Report" of the CBOT constitutes a Reorganization, as
             that term is defined in the Alliance Agreement.

     19.4.2  LLC may assign this Agreement to one or more Network Entities.
             19.4.3 The parties herby grant their consent to DBS assigning some
             of the work under this Agreement and the corresponding rights and
             obligations to one or more of its Affiliates in the United States
             pursuant to the second sentence in the first paragraph of this
             Clause 19.4; however, DBS will remain liable for assigned
             obligations as a guarantor of performance and payment. The
             Affiliate(s) will then invoice the members of the LLC Group
             directly for any work the Affiliate(s) perform.

19.5 Applicable Law.  Except for the ownership of Client Proprietary Rights as
     provided in Section 13, which will be governed by New York law, this
     Agreement is subject to the laws of the Federal Republic of Germany
     (excluding the laws under the UN Treaty on the International Sale of
     Goods).

19.6 Language. English is the official language of this Agreement. Any notice,
     request or consent must be in English.

19.7 Survival. Any provisions of this Agreement that can reasonably be
     interpreted as being intended to survive the termination of this Agreement
     will survive the termination of this Agreement.

19.8 Further Assurances. The parties will execute and deliver such further
     documents and instruments, make such other filings and take such further
     actions in addition to those contemplated herein as may be reasonably
     requested by the other parties (other than the material payment of money)
     to carry out the intents and purposes of this Agreement.

19.9 Arbitration Procedure. Except with regard to actions seeking temporary or
     permanent injunctive relief, any dispute arising under this Agreement
     between or among any parties to this Agreement



Final Version of the Systems Operations Agreement
                                                                            -38-

     will be finally settled by arbitration in accordance with the arbitration
     rules of the United Nations Convention on International Trade Law (the
     "UNCITRAL Rules"). Prior to commencing arbitration, the parties must
     exhaust the Project Problem procedures set forth in Section 7.

     19.9.1  The arbitration will be conducted by three (3) arbitrators. The
             arbitrators must be familiar with business and legal matters
             similar to those that are the subject of this Agreement and the
             subject of the dispute. If there are only two parties to the
             arbitration proceedings, each party will appoint one arbitrator,
             obtain its appointee's acceptance of such appointment, and deliver
             written notification of such appointment and acceptance to the
             other party within thirty (30) days after delivery of a formal
             request for arbitration from one party to the other party. If a
             party fails to appoint an arbitrator or deliver notification of
             such appointment to the other party within this time period, upon
             request of either party, such arbitrator will instead be appointed
             by the London Court of International Arbitration (the "Appointing
             Authority") within thirty (30) days of receiving such request. The
             two arbitrators appointed in accordance with the above provisions
             will appoint a third arbitrator, obtain the appointee's acceptance
             of such appointment and notify the parties in writing of such
             appointment and acceptance within thirty (30) days of such
             appointment. If the first two appointed arbitrators fail to appoint
             a third arbitrator or to notify the parties of that appointment
             within this time period, then, upon request of either party, the
             third arbitrator will be appointed by the Appointing Authority
             within thirty days of receiving such request. The third arbitrator
             will serve as Chairman of the tribunal. If there are more than two
             parties to the arbitration proceedings, then all three arbitrators
             will be appointed by the Appointing Authority within thirty days or
             receiving a request from any of the parties. No arbitrator
             appointed by the Appointing Authority may be a director, officer,
             employee, counsel or agent of any party, and without the consent of
             all of the parties to the arbitration, may not be a resident of the
             United States, Germany or Switzerland. To the extent that
             arbitration procedures are not defined herein, all procedures
             relating to arbitration, including but not limited to notice
             thereof, deadlines and discovery will be pursuant to the UNCITRAL
             Rules as enacted in the forum.

     19.9.2  The place of arbitration will be London unless the parties to the
             arbitration agree otherwise. The proceedings will be conducted in
             the English language exclusively.

     19.9.3  The award rendered by the arbitrators will be final and binding on
             the parties.  Judgment on the award may be entered in any court of
             competent jurisdiction.

     19.9.4  The parties acknowledge that irreparable damage may occur in the
             event of breach of any of the terms of this Agreement.


Final Version of the Systems Operations Agreement
                                                                            -39-

     19.9.5  If an arbitration under this Agreement coincides with an arbitrable
             claim under the Master Software Development Agreement, both matters
             must be asserted in the same arbitration proceedings.


19.10 Injunctive Relief.  The parties do not intend to deprive any court with
      jurisdiction of its ability to issue a preliminary injunction, attachment
      or other form of provisional remedy, and a request for such provisional
      remedies by a party to a court will not be deemed a waiver or violation of
      the parties' agreement to arbitrate.



Final Version of the Systems Operations Agreement






Deutsche Borse Aktiengesellschaft             Swiss Stock Exchange


    /s/ Andreas Preuss /s/ Rainer Riess           /s/ H. Henckel /s/ R.T. Meier
By: ___________________________________       By: ____________________________

      July 20, 2000                                 18.8.2000
Date: _________________________________       Date: __________________________


Final Version of the Systems Operations Agreement
                                                                             -2-

Board of Trade of the City of Chicago         Ceres Trading Limited Partnership,
                                              by Board of Trade of the City of
                                              Chicago, its managing general
                                              partner


     /s/ Dennis A. Dutterer                        /s/ Dennis A. Dutterer
By:  ___________________________              By:  __________________________

Date: __________________________              Date: _________________________

Ceres Alliance L.L.C.                         Eurex Frankfurt AG


     /s/ Dennis A. Dutterer                        /s/ Andreas Preuss
By:  ___________________________              By:  __________________________

                                                    July 20, 2000
Date: __________________________              Date: _________________________

Eurex Zurich AG                               Eurex Clearing AG

     /s/ Andreas Preuss                            /s/ Andreas Preuss
By:  ___________________________              By:  __________________________

      July 20, 2000                                 July 20, 2000
Date: __________________________              Date: _________________________

CBOT/EUREX ALLIANCE, L.L.C.                   Deutsche Borse Systems AG

     /s/ Andreas Preuss
     /s/ Dennis A. Dutterer                        /s/ Illegible
By:  ___________________________              By:  __________________________

      July 20, 2000
Date: __________________________              Date: _________________________



Final Version of Schedules to the Systems Operations Agreement
                                                                             -1-


                                                                    Schedule 1.1

                           Glossary of Defined Terms

"Acceptance"                 means, with respect to a Sub-Project, acceptance of
                             such Sub-Project as set forth in Clause 8.4.

"Acceptance Form"            means the Acceptance Form described in Clause
                             8.4.3.

"Access Point"               is defined in point 3.1 of Schedule 9.2.

"Affiliate"                  is defined in clause 1.1 of the Software License
                             Agreement. For purposes of this Agreement, DBS will
                             be deemed not to be an Affiliate of any member of
                             the Eurex Group.

"Agreement"                  is defined in the Heading.

"Alliance Agreement"         is defined in the Recitals, Clause D.

"Application Maintenance"    means the Application Maintenance described in
                             Clause 2.2.2.

"Appointing Authority"       is defined in Clause 19.9.1.

"CBOT"                       is defined in the initial paragraph of this
                             Agreement.

"CBOT Group"                 has the meaning set forth in Article I of the
                             Alliance Agreement.

"Ceres"                      is defined in the initial paragraph of this
                             Agreement.

"Ceres Alliance"             is defined in the initial paragraph of this
                             Agreement.

"Change Request"             is defined in Clause 2.5.

"Claim"                      is defined in Clause 11.2.3

"Class 1 Deviation"          is defined in Clause 8.4.1.

"Class 2 Deviation"          is defined in Clause 8.4.1.

"Class 3 Deviation"          is defined in Clause 8.4.1.

"Client Proprietary Rights"  is defined in Clause 13.1.

"Confidential Information"   is defined in Clause 15.1.

"Consulting Agreements"      is defined in the Recitals, Clause C.



Final Version of Schedules to the Systems Operations Agreement
                                                                             -2-

"DBAG"                       is defined in the initial paragraph of this
                             Agreement.

"DBS"                        is defined in the initial paragraph of this
                             Agreement.

"DBS Catalogue of Prices"    is defined in Clause 9.2.

"DBS Proprietary Rights"     is defined in Clause 13.3.

"Deficiency Report"          means the Deficiency Report described in Clause
                             8.1.

"Deliverables"               is defined in Clause 2.4.

"Detailed Definition"        is defined in Clause 2.4.

"Development Agreement"      has the meaning set forth in Article I of the
                             Alliance Agreement.

"Development Parties"        is defined in Article I of the Alliance Agreement.

"Deviations"                 is defined in Clause 8.1.

"Effective Date"             is the signing date.

"Escalation Committee"       is defined in Clause 3.7.

"Eurex Software"             means the Programs and any Modifications including,
                             without limitation, Eurex 2.0, Eurex 3.0, Eurex
                             4.0, Eurex 4.1, JV Release 1.0 and any future
                             releases or versions thereof.

"Eurex 2.0"                  is defined in the Recitals, Clause A.

"Eurex 3.0"                  is defined in the Recitals, Clause B.

"Eurex 3.1"                  is defined in the Recitals, Clause B.

"Eurex 4.0"                  is defined in the Recitals, Clause E.

"Eurex 4.1"                  is defined in the Recitals, Clause G.

"Eurex Clearing"             is defined in the initial paragraph of this
                             Agreement.

"Eurex Entities"             is defined in the Recitals, Clause F.

"Eurex Frankfurt"            is defined in the initial paragraph of this
                             Agreement.

"Eurex Group"                has the meaning set forth in Article I of the
                             Alliance Agreement. For purposes of this Agreement,
                             the Eurex Group will be deemed not to include DBS.

"Eurex Zurich"               is defined in the initial paragraph of this
                             Agreement.




Final Version of Schedules to the Systems Operations Agreement
                                                                             -3-

"Exchanges"                  has the meaning set forth in Article I of the
                             Alliance Agreement.

"Facilities"                 is defined in Clause 3.4.5.

"Freelancers"                is defined in Clause 3.8.

"Future Development Entity"  has the meaning set forth in Article I of the
                             Alliance Agreement.

"Group"                      has the meaning set forth in Article I of the
                             Alliance Agreement.

"Interim Agreement"          is defined in the Recitals, Clause E.

"JV Release 1.0"             is defined in the Recitals, Clause E.

"Key Personnel"              is defined in Clause 12.2.

"LLC Group"                  means LLC, the members of the Eurex Group and the
                             members of the CBOT Group. Each party in the LLC
                             Group shall be referred to as a member.

"LLC"                        has the meaning set forth in Article I of the
                             Alliance Agreement.

"Master Software             is defined in the Recitals, Clause D.
 Development Agreement"

"Material Tools"             is defined in Clause 5.1 and includes third party
                             tools and tools developed, owned and commercialized
                             by DBS

"Modifications"              has the meaning set forth in Clause 7.1(b) of the
                             Software License Agreement.

"Network"                    has the meaning set forth in Article I of the
                             Alliance Agreement.

"Network Entities"           has the meaning set forth in Article I of the
                             Alliance Agreement.

"Operating Parties"          are Eurex Zurich, Eurex Frankfurt, Eurex Clearing
                             and, for the CBOT, LLC.

"Ownership Parties"          are Licensors and Licensee as defined in the
                             Software License Agreement or their permitted
                             assignees.

"Pre-Existing Proprietary    means any Proprietary Right that DBS owned prior to
 Rights"                     the Effective Date and that is not related to or
                             derived from the Eurex Software, the System or the
                             Network.

"Problem Report"             is defined in Clause 7.3.

"Production Environment"     means the IT environment intended for simulation
                             which will subsequently be further developed for
                             actual production business.

"Program Manager"            means the Program Manager described in Clause 3.5.



Final Version of Schedules to the Systems Operations Agreement
                                                                             -4-

"Project"                    is defined in Clause 2.1.

"Project Prices"             is defined in Clause 9.1.

"Project Problem"            is defined in Clause 7.1.

"Programs"                   has the meaning set forth in the clause 1.12 of the
                             Software License Agreement.

"Project Manager"            means the Project Manager described in Clause 3.5.

"Problem Report"             is defined in Clause 7.3.

"Proprietary Rights"         has the meaning set forth in Clause 1.14 of the
                             Software License Agreement. For purposes of this
                             Agreement, the clause beginning with "including"
                             and ending with "related thereto" at the end of
                             such clause 1.14 is replaced with the following:
                             "including any Confidential Information included
                             therein or related thereto."

"Release 3.0 Modifications"  has the meaning set forth in Clause 1.15 of the
                             Software Development Agreement.

Restructuring Report         As defined in Clause 19.4.1.

"Rights"                     has the meaning set forth in Clause 7.1(b) of the
                             Software License Agreement.

"Service Agreements"         is defined in the Recitals, Clause F.

"Services"                   is defined in Clause 2.4.

"Services Completion         means the Services Completion Notice described in
 Notice"                     Clause 8.5.2.

"Sign-Off"                   means, with respect to a Deliverable, sign off of
                             such Deliverable as set forth in Clause 8.1;
                             provided, however, that no Deliverable will be
                             deemed accepted by LLC until the Final Acceptance.

"Sign-Off Form"              means the Sign-Off Form described in Clause 8.1.

"Software License            is defined in the Recitals, Clause A.
 Agreement"

"Steering Committee"         is defined in Clause 3.6.

"Sub-Project"                is defined in Clause 2.1.

"Sub-Project Acceptance"     means Final Acceptance of a Sub-Project.

"SWX"                        is defined in the initial paragraph of this
                             Agreement.

"System"                     has the meaning set forth in Article I of the
                             Alliance Agreement.



Final Version of Schedules to the Systems Operations Agreement
                                                                             -5-

"Tasks"                      is defined in Clause 2.4.

"Termination Assistance      is defined in Clause 18.5.
 Services"

"Tools"                      is defined in Clause 5.1.

"UNCITRAL Rules"             is defined in Clause 19.8.

"Value Added Tax (VAT)"      means the Value Added Tax or VAT (Umsatzsteuer)
                             described in Clause 9.4.



                                                                             -1-

Final Version of Schedules to the Systems Operations Agreement


                                                                    Schedule 1.4




N'           Name                      Decision  Current                      Impact on                        Date of      Billing
                                                 Status  ---------------------------------------------------------------    start
                                                          One-off project   fixed monthly   variable monthly  Signature
                                                            cost in EUR      cost in EUR       cost in EUR
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
13  [* *] Operations for Eurex                    open                                                                      Jan 00
-----------------------------------------------------------------------------------------------------------------------------------
14  Upgrade [* *] for Eurex/CBOT JV    Eurex GL  Signed        [* *]            [* *]                          30.6.00      Sep 00
-----------------------------------------------------------------------------------------------------------------------------------
15  Evaluation of [* *]                Eurex GL  Signed        [* *]                                           30.6.00      Jun 00
-----------------------------------------------------------------------------------------------------------------------------------
16  [* *] Upgrade                      Eurex GL  Signed                         [* *]                          30.6.00      Jun 00
-----------------------------------------------------------------------------------------------------------------------------------
17  Upgrade Training Location [* *]    Eurex GL  Signed                         [* *]                          30.6.00      Apr 00
-----------------------------------------------------------------------------------------------------------------------------------
18  Extension of [* *]                            Open                                                                      Jun 00
    Price & Service catalogue
-----------------------------------------------------------------------------------------------------------------------------------
19  Addendum: Upgrade [* *]            Eurex GL  signed        [* *]            [* *]                          30.6.00      Sep 00
    for Eurex/CBOT JV
-----------------------------------------------------------------------------------------------------------------------------------
20  Access Point [* *]                 Eurex GL  signed        [* *]            [* *]             [* *]         4.7.00      Okt 00
-----------------------------------------------------------------------------------------------------------------------------------
21  Access Point [* *]                 Eurex GL  signed        [* *]            [* *]             [* *]         4.7.00      Okt 00
===================================================================================================================================
                                                 Total         [* *]            [* *]             [* *]
-----------------------------------------------------------------------------------------------------------------------------------


Change Requests 20 and 21 will be changed into JV Change Requests. The
associated costs will be allocated to LLC and Eurex as presented in MC Meeting
13 July 2000.


Final Version of Schedules to the Systems Operations Agreement
                                                                             -1-

                                                                    SCHEDULE 2.1

Overview of System Usage


     * Backend                                () Backend
       Chicago                                  Frankfort

       Router                                    Router

 * Access    @ Access                      @ Access   () Access
   Point       Point                         Point       Point


*  Part of the System which relates solely to the CBoT

@  Part of the System which relates solely to the Eurex

() Part of the System which is shared by the CBoT Group and the Eurex Group.








Final Version of Schedules to the Systems Operations Agreement
                                                                             -1-


                                                                    SCHEDULE 2.2


                                                       Insert 'Schedule 2.2.PPT'

NOTE: The Schedule represents the DBS-proposal "as of January 31". Any detail,
e.g. scope, prices, timelines etc., may have been already redefined in the
Agreement, other Schedules, existing Change Requests or written confirmations.
In any case the definitions in the Agreement, other Schedules, Change Requests
or written confirmations will apply.



Payment Schedule for System Operations Agreement


all numbers in Euro                    Actuals Actuals Actuals  Actuals Actuals Actuals   Plan   Plan   Plan   Plan   Plan   Plan
-----------------------------------------------------------------------------------------------------------------------------------
Project                   Total in 2000  Jan 00  Feb 00  Mrz 00   Apr 00  Mai 00  Jun 00 Jul 00 Aug 00 Sep 00 Okt 00 Nov 00 Dez 00
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    
System Operations
 Agreement                    [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

    Exchange Setup            [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Line Dpt. Effort        [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      DBS Part                [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Project Management      [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Travel Expenses         [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

    Operations                [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Customer Service        [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Training                [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Host Operations         [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]

      Networks                [**]        [**]    [**]    [**]     [**]    [**]    [**]   [**]   [**]   [**]   [**]   [**]   [**]
-----------------------------------------------------------------------------------------------------------------------------------



                                                                             -2-

Final Version of Schedules to the Systems Operations Agreement

JV Change Requests



-----------------------------------------------------------------------------------------------------------------------------------
                                                                         Impact on
N'                  Name                Affected   Decision            ----------------------------------------
                                        Release              Current   Estimated Cost   Actual Effort in   Est.   Date of Signature
                                                             Status        in EUR              EUR         (wd)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                          
12  Functional Training Infrastructure    1.0        MOC     Approved       [* *]                                        25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
19  Permanent Simulation Environment      1.0        MOC     Approved       [* *]                                        25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
22  System Host time                      1.0        MOC     Approved       [* *]                                        25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------
23  Membership Ids                        1.0        MOC     Approved       [* *]                                        25.08.2000
-----------------------------------------------------------------------------------------------------------------------------------


Cost for CR 19 are [* *]  per month plus [* *] per month and member.


Final Version of Schedules to the Systems Operations Agreement
                                                                             -1-


                                                                    SCHEDULE 2.2

1.   "DBS Part", "Project Management" and "Line Dpt. Effort" are the costs for
     DBS' own personnel and other resources. These costs will be charged on a
     time and materials basis at the unit prices set forth in Section 2 of
     Schedule 9.2. The amounts set forth above which are not identified as
     actual costs are estimates based on an assumption of 18 eight-hour mandays
     per month, and establish no payment obligation of any kind. The actual
     charges could be higher or lower depending on the number of mandays
     actually devoted by DBS to the DBS Part, Line Dpt. Effort or Project
     Management. The most current status is presented twice a month to the
     Management Committee of the LLC. Project Management charges through July 8,
     2000 are divided equally between the Master Software Development Agreement
     and the System Operations Agreement. After July 8, 2000, Project Management
     charges for JV Release 1.0 will be covered by the Systems Operations
     Agreement (incl. software fixing).

2.   "Travel Expenses" are estimated unless indicated otherwise, will be charged
     as incurred and will be the actual travel costs incurred by DBS personnel
     and subcontractors. Any expenses in excess of the estimates contained above
     will be subject to the prior approval of LLC. The means of travel and
     method of accounting for travel (e.g., class for air travel, documentation)
     will be in accordance with DBS's standard travel policies, which are
     identical to the travel policies of Deutsche Borse AG.


The estimates under the section Operations are based on Schedule 9.2a and the
number of members and their locations. These estimates will vary with the number
of actually connected members over time as set forth in the Schedule 9.2a.


Final Version of Schedules to the Systems Operations Agreement
                                                                             -2-


                                                                   Schedule 2.2a

                    Charges for Termination for Convenience

If CBOT terminates the work under Schedule 2.2 for convenience pursuant to
Clause 18.2, the following charges will apply rather than (S) 649 German Civil
Code; CBOT will also owe compensation for work already performed and for post
termination cooperation (Clause 18.5).

1.   If CBOT gives notice of termination for convenience prior to or on 30 June
     2001, the charge will be [**].

2.   If CBOT gives notice of termination for convenience after 30 June 2001 and
     prior to or on 30 June 2002, the charge will be [**].

3.   If CBOT gives notice of termination for convenience after 30 June 2002 and
     prior to or on 30 June 2003, the charge will be [**].  This charge does not
     apply if CBOT has given at least 12 months notice effective on 30 June
     2003.

4.   If CBOT gives notice of termination for convenience effective during any
     subsequent year ending 30 June, the charge will be [**] unless CBOT has
     given at least twelve months notice effective on any 31 December or 30
     June; in this case no charge will apply.


Final Version of Schedules to the Systems Operations Agreement
                                                                             -1-


                                                                    SCHEDULE 3.5

                       Program Managers and Substitutes



                                          LLC                                  Eurex                          DBS
------------------------------------------------------------------------------------------------------------------------------
                                                                                          
Program Manager            Jim Amaral           Jurg Spillmann             Jurg Spillmann            Frank Gerstenschlager
------------------------------------------------------------------------------------------------------------------------------
Substitute                 Tbd                  Andreas Preuss             Andreas Preuss            Thomas Lenz
------------------------------------------------------------------------------------------------------------------------------



Final Version of Schedules to the Systems Operations Agreement
                                                                             -1-


                                                                  SCHEDULE 3.6.2

                              Steering Committee




                                                        LLC                                          DBS
---------------------------------------------------------------------------------------------------------------------
                                                                                   
Program Manager                    Jim Amaral                  Jurg Spillmann               Frank Gerstenschlager
---------------------------------------------------------------------------------------------------------------------
                                   Mary McDonnell              Andreas Preuss               Hanno Klein
---------------------------------------------------------------------------------------------------------------------
                                   Terry Livingston            Dr. Michael Widmer           Markus Toporowski
---------------------------------------------------------------------------------------------------------------------



                                                                             -1-

                                                                   SCHEDULE 9.2a

                            DBS Catalogue of Prices

The prices in this Schedule 9.2a Sections 3 through 6 apply only to work which
DBS performs in relation to the CBOT Group.  The current prices for
corresponding work which DBS performs in relation to the Eurex Group are set
forth in Schedule 9.2b.  The prices in Schedule 9.2b are being renegotiated and
will be equivalent to the prices in relation to the CBOT Group.  Sections 1, 2
and 7 apply to the Master Software Development Agreement, and Sections 1 through
7 apply to the Systems Operations Agreement.

1.   General Provisions

1.1  All amounts are in Euro (.) and without VAT.

1.2  All amounts which are to be charged on a monthly basis are charged per
     calendar month and are determined on the basis of whether or not the
     individual billing criterion is satisfied on the calculation date
     (Stichtag) which is generally the 15th of each month.  For example, if a
     monthly fee is charged for a Participant and the Participant is connected
     on the 14th day or earlier of a calendar month, the full monthly fee is
     charged.  If the Participant is connected on the 16th day or later of the
     month, no fee is charged for the month.  DBS can elect to charge for part
     of a month on a pro rata temporis basis by giving three full calendar
     months notice prior to the month for which the change takes effect.

1.3  The descriptions of services in the catalogue are solely for the purpose of
     identifying the items for which remuneration is charged and will not be
     used for interpreting the scope of work.  The technical descriptions of
     services are set forth in other Schedules, Change Requests, Detailed
     Descriptions and other documents.

2.   Software Reseach and Development, Consulting

2.1  Description of Work

     These services are software research and development as well as consulting
     and support services including the selection, development, introduction and
     maintenance of software, operation and project management, all as described
     in more detail in the applicable Agreements, Schedules and Change Requests.


                                                                             -2-

2.2  Remuneration

     Unless the parties have agreed to a fixed price, the following hourly rates
     apply for work performed by individuals in the following DBS
     classifications, regardless of whether the individuals are DBS employees,
     Freelancers or subcontractor employees.

               Price Levels                     Price
                                                per hour

                      Analyst                     [**]
                      Junior Consultant           [**]
                      Consultant                  [**]
                      Senior Consultant           [**]
                      Manager                     [**]
                      Senior Manager              [**]

     These hourly rates cover all costs incurred in connection with the
     performance of the order, except for specific disbursements (e.g., travel
     in accordance with the DBS standard travel policies = DBAG policies).  DBS
     classifies personnel according to its reasonable discretion.  In the case
     of Freelancers and subcontractor employees, the classification is based on
     a comparison of the individual's position and duties to employees of DBS.
     DBS has informed the LLC Program Managers about the standard travel
     policies.  If these policies change and the change would result in extra
     costs to the LLC Group, the extra costs will not be charged.  Travel time
     will be charged at one half the above hourly rates, and then only for (i)
     the time in which the individual could have been working if the individual
     was not traveling, or (ii) the loss of the individual's normal time off on
     weekends or holidays, up to a maximum of 8 hours for any such day.

3.   Network Implementation and Operation

3.1  Description of Work

     Setup and operation of the Network for the System including:
     implementation, configuration management, change management, monitoring,
     fault recovery, troubleshooting and reporting.


                                                                             -3-

     The topology of the Network is designed to make an equal and high-quality
     access to the System possible for all connected Participants and to
     maintain a high performance.  A "Participant" is an enterprise or
     individual who has applied for admission to trade on an Exchange or who has
     been admitted to trade on an Exchange.



                [TOPOLOGY AND COMMUNICATION RELATIONSHIP CHART]



     Illustration 1: CBOT/Eurex(R) Alliance Network Architecture

     The Participants will be connected according to a two-phase concept (see
     illustration 1):

     .    Connection of the Participants to the System:

          A Participant is connected to an Access Point via two 64 KBit per
          second connections ("Participant Installation").  The two connections
          will be implemented, wherever technically possible and reasonable,
          using different telecommunication carriers with physically separate
          connections or diverse routing from a single carrier.

          A Participant Installation can consist of one or more physically
          separate offices connected to each other by a LAN or a WAN ("Sites").
          A Participant Installation may be used by one or several Participants.
          In the case of several Participants using a single Participant
          Installation, the installation is a Multi Member Integrated Server
          System (MMISS).


                                                                             -4-

      .   Connection of the Access Points to the backend:

          The local connections of the Participant Installations within a
          geographic area are gathered together at "Access Points" consisting of
          two communications servers and four routers (maintained in a redundant
          structure of one server and two routers each at two physically
          separate locations).  An Access Point is a logical unit having a
          maximum capacity of [**].  Accordingly, up to a number of [**] can be
          connected to one Access Point.  The connection of the Access Points to
          the backend is made by means of two separate connections.  The price
          for establishing a new Access Point will be agreed in the
          corresponding Change Request.

3.2  Remuneration

     The following prices are based on the number of Participant Installations
     connected to the Access Points; a MMISS constitutes a single Participant
     Installation under this section 3.2.  The amounts stated are for each
     calendar month.  With respect to the individual Participant Installations,
     the following prices apply:

       Access Point          Participant    Price per     Price per
       Location (general                    Access        Participant
       urban area)           Location       Point         Installation

       Chicago               Chicago        [**]          [**]

       Chicago               Sydney                       [**]

       Chicago               Tokyo                        [**]

       London                London         [**]          [**]

       Frankfurt             Frankfurt      [**]          [**]

       New York              New York       [**]          [**]

     A Participant can have more than two connections between a Participant
     Installation and an Access Point.  [**] will be charged for each additional
     connection.


                                                                             -5-

     The above monthly fees for Participant Installations are based on the
     carrier charges for leased lines between a Participant Installation and an
     Access Point located within the borders of the same city.  If the
     Participant Installation is located outside of the city in which the Access
     Point is located, the monthly charge will be increased to cover higher
     carrier costs for installing and maintaining the leased lines, if any, and
     any increased DBS handling costs.  DBS will agree with LLC on the increased
     costs before connecting the Participant Installations.

     After receipt of notice canceling a Participant Installation, the monthly
     fee will continue to be charged for the next three full calendar months.
     Upon the cancellation of an Access Point, LLC must pay the expenses for
     line costs or leases charged to DBS by third parties until the end of the
     term of the agreement with the respective supplier. Unless LLC grants its
     prior written consent, the terms of the line agreements will not exceed
     [**] and lease agreements for premises will not exceed initial fixed terms
     of [**]. DBS will also charge LLC for the remaining book value (as shown on
     DBS's books) of the fixed assets in the Access Points if DBS cannot
     reasonably use the fixed assets elsewhere. If DBS charges the remaining
     book value, DBS will transfer ownership of the corresponding fixed assets
     to LLC in "as is" condition immediately on receipt of payment; LLC is
     responsible for taking delivery of the fixed assets at the Access Points.

4.   Production

4.1  Description of Work

     Operation of the Production Environment for the System:

     The topology of the Production Environment is designed to make an equal and
     high-performance access to the System possible for all connected
     Participants and to maintain a high performance.  The security of the
     operated systems is achieved by:

     .   software installation on the backend systems, communication servers and
         other systems to be operated,

     .   continuous monitoring of the architecture and the application,

     .   technical supervision and continuous monitoring of the end-of-day
         processing (including preparation and distribution of the reports
         necessary for the Exchange),

     .   continuous control of the system setup,

     .   redundant data protection of the operated systems,


                                                                             -6-

     .   conclusion and administration of suitable license and maintenance
         agreements.

     The technical performance of the operated systems is achieved by:

     .   capacity and System Management,

     .   selection and use of suitable hardware and software,

     .   continuous performance analysis,

     .   preparation of reports and statistics.

     The Production Environment consists of a redundant backend cluster which is
     distributed to two locations together with subordinated data base systems
     which are also constructed as disaster tolerant.





                             [ORGANIZATIONAL CHART]




     Illustration 3: CBOT/Eurex(R) Alliance Production Architecture (current
     plan)

4.2  Remuneration

     The remuneration is [**] for each calendar month, commencing pro rata
     temporis for the first month in which the backend hardware is installed and
     ready for installation of Participant data (scheduled to be in the first
     half of May 2000).


                                                                             -7-

5.   Customer Service

5.1  Description of Work

     Customer Service is the central contact for Participants who want technical
     support for the System.  Customer Service also deals with all technical
     orders from the LLC Group and coordinates the realization of such orders
     (e.g., the connection of new Participants).

     In the case of introduction of new systems or Modifications, Customer
     Service will give support for Technical Member Readiness and Service
     Implementation.

     Customer Service consists of:

     A.   Connection Services which include:

          .   examining application forms from potential Participants for
              completeness and plausibility,

          .   supporting the Participant by phone and electronic media in the
              configuration, installation and operation of its frontend
              installation,

          .   verification that the Participant Installation complies with the
              Exchanges' regulations governing the connection of Participants to
              the System (e.g. "Technische Durchfuhrungsbestimmungen" =
              "Implementation Regulations Concerning Technical Equipment"),

          .   setting up network connections between the Participant and the
              Access Point (commissioning, coordinating the dates, setup of the
              required bandwidths, etc.),

          .   connecting the Participant to the System and testing (Ping Test,
              FTP Test, Failover Test),

          .   transferring the System application software to the Participants'
              systems,

          .   technical configuration of the Participant in the backend,

          .   coordinating the functional setup of the Participant in the
              backend with market supervision and production administration,

          .   moving a Participant Installation from one Access Point to another
              or from one location to another location.


                                                                             -8-

          The connection (including a move) of a Participant Installation
          requires an order from LLC to DBS.  The technical connection of a
          Participant is concluded as soon as the Participant has been
          completely set up in the production system and the Ping Test, the FTP
          Test and the Failover Test have been successfully completed.  The
          Participant will be disconnected as soon as the relevant Operating
          Party notifies DBS in writing that the Participant connection must be
          cancelled.

     B.   Technical Helpdesk (First Level Support) and Change Management

          Technical Helpdesk includes the following services:

          .   solving technical problems in the everyday operation of the Member
              Integrated System Server (MISSs), the WAN-Routers and the MISS-
              Router-LAN,

          .   support for troubleshooting of technical errors in the frontend
              installation,

          .   solving problems with the connection between the Participant and
              the Access Point,

          .   answering questions on technical matters,

          .   answering questions regarding the VALUES-API interface.

          All Participants operating a frontend installation which is classified
          as "supported" and which fulfills the requirements of the
          Implementation Regulations Concerning Technical Equipment will be
          supported.

          Change Management includes the following services for the "supported"
          Participant Installations:

          .   provision of additional connections and cancellation of
              connections between the Participant Installation and the Access
              Point,

          .   setup of additional MISS and cancellation of MISS,

          .   change of report nodes,

          .   setup of new routers in the Participants' premises,

          .   cancellation of a Participant Installation.


                                                                             -9-

     C.   Training

          Technical Training and Technical Update Training will be offered at
          the training locations in London (UK) and Chicago (U.S.A.).  Technical
          Training is the initial training course for the System.  Technical
          Update Training is a follow-up course.  Training includes:

          .   preparation of the training software and other materials in the
              Training Environment (Section 7) and function test according to
              the "Training Service Level Agreements",

          .   preparation of the training sessions (backend and frontend),

          .   carrying out of the training sessions.

          Up to a maximum number of 5 persons, the training sessions will be
          carried out by one trainer.  In the case of more than 5, but not more
          than 15 persons, the training sessions will be carried out by two
          trainers.  DBS and LLC will establish a training schedule every May
          and November for the following half-year.  The schedule will contain
          the scope, the exact dates and times as well as the locations where
          the training sessions shall take place.  The training sessions shall
          be carried out in German or English, as requested by LLC.

          LLC will coordinate the training schedules with other exchanges
          serviced by DBS.

     D.   Standard Package

          The Standard Package is a turnkey solution offered to Participants (in
          Sun and Intel NT based technologies) which includes:

          .   installation and configuration service including a brief local
              functional and technical introduction;

          .   remote system management, hardware and software maintenance
              service through 30 June 2001.

          The Standard Package comprises the following components:

          .   sale of hardware and system software for 2 Member Integration
              System Servers which serve as trader workstations for the stand-
              alone configuration (as specified


                                                                            -10-

              in more detail in the "CBOT/Eurex Alliance Standard Package" sent
              to Participants in February 2000);

          .   installation of frontend System application software based on the
              most recent releases;

          .   sale of two CISCO 2610 routers, one of which is equipped with one
              ISDN port;

          .   installation of local area network connection between MISSs and
              routers;

          .   sale of one standard office laser printer.

          The specific terms and conditions for sale and delivery have been
          separately agreed.

5.2  Remuneration

     A.   Connection Services will be remunerated for each new Participant
          Installation in an amount of [**] per connection as a one time charge.
          If Participants are connected to more than one Access Point, the
          connection to each Access Point constitutes a separate Participant
          Installation.  The move of a Participant Installation to another
          location is also a new Participant Installation and will be
          remunerated separately; however, there will be no charge under Section
          3.2, last paragraph, first sentence, for the three calendar months
          following the cancellation of the old connection.

     B.   Technical Helpdesk and Change Management is charged at a flat fee of
          [**] per month commencing as of 1 April 2000.  If the total number of
          Sites connected to the System exceeds [**], an additional monthly fee
          of [**] for each additional Site will be charged.

     C.   Training (Technical Training and Technical Update Training) will be
          charged as follows:


          Location     Number of    Price per day      Price per day
                       Trainers     for Technical      for Technical
                                       Training           Update
                                                         Training

          London       1                 [**]                [**]
                       2                 [**]                [**]
          Chicago      1                 [**]                [**]
                       2                 [**]                [**]


                                                                            -11-

          If a Trainer is required to travel to the Training location, DBS will
          also charge for travel expenses incurred pursuant to DBS travel
          policies (see, Clause 2.2).

          LLC can cancel a training session free of charge by giving one month's
          written notice prior to the scheduled training session.  If LLC
          cancels a training session within one month but no later than one week
          prior to the scheduled session, DBS can charge a cancellation fee of
          one half of the training fee per trainer.  If LLC cancels a training
          session with less than one week's notice, DBS can charge the full
          fees.

     D.   Standard Packages are provided at a fixed price of [**] charged at an
          initial monthly installment of [**] and [**] subsequent monthly
          installments of [**].

6.   Training Environment

6.1  Description

     DBS will provide and operate the necessary infrastructure for Training
     ("Training Environment") which includes:

     .   frontend hardware and software infrastructure:

         .   creation of training-specific software images,

         .   installation and operation of the required frontend environments
             and newest software releases,

         .   change of the software images between the training sessions,

         .   remote support during the training sessions.

     .   backend Support:

         .   provision of the training backend hardware and required software
             infrastructure,

         .   system management.

     The training infrastructure is currently operated at the following
     locations with the number of workstations listed:


                                                                            -12-

     Location      Address                     Number of Training
                                                   Workstations

     London        50 Cannon Street                     12
                   UK - London EC4N 6JJ
     Chicago       190 South LaSalle Street             15
                   USA - Chicago, IL 60603
     Chicago       141 West Jackson Blvd.               20
                   USA - Chicago, IL 60604

     The training facilities located in 141 West Jackson Blvd., Chicago, IL
     60604 are provided by LLC.

6.2  Remuneration

     The remuneration consists of a monthly lump sum per location and a lump sum
     per location and per training day.  The following fees apply.

           Training Environment        Charge per             Charge per
                                          month              training day

           London                         [**]                    [**]
           Chicago (LaSalle Street)       [**]                    [**]
           Chicago (West Jackson)         [**]                    [**]

7.   Development Environment

7.1  Description

     DBS provides and operates the infrastructure necessary for the development
     and update of Eurex Software (the "Development Environment").  For the
     purpose of planning the required number of software development
     workstations, DBS and LLC will establish a utilization plan by 30 September
     of each year for the next calendar year.  The plan will identify the number
     of required workstations per month for the following year.  In order to
     save costs, the frontend systems are also used for Xetra(R) development.

     A.   Development Frontend Hardware and Software Infrastructure:

          .   provision of desktop development and office communication frontend
              hardware and software (including servers),

          .   setup of the workstations,


                                                                            -13-

          .   removal management,

          .   creation of specific software images,

          .   installation of new server software releases,

          .   installation of new desktop software releases,

          .   system management of the servers,

          .   hardware and software support of the desktop workstations.

     B.   Development Backend Hardware and Software Infrastructure:

          .   installation of the required software on the backend systems,

          .   monitoring the architecture and the application,

          .   permanent control of the system setups,

          .   conclusion and administration of the required license and
              maintenance agreements.

     C.   Performance Test Environment:

          The performance test environment represents a scaled-down image of the
          System production environment.  It serves to monitor the impact of
          software modifications on performance.

     D.   Acceptance Test Environment:

          The acceptance test environment is provided for the acceptance of the
          System application software releases.  This environment also
          represents a scaled-down image of the production environment.  The
          acceptance test environment is also used for Xetra(R).

7.2  Remuneration

     The remuneration for the Development Environment is contained in the hourly
     rates for DBS personnel and DBS subcontractors (working on an hourly basis
     and not on a fixed price basis) and will not be charged separately.  With
     respect to LLC Group personnel (including Freelancers), LLC


                                                                            -14-

     subcontractors and DBS subcontractors working on a fixed price basis, DBS
     will charge [**] per hour and person (based on 8 hours per day) for the use
     of the Development Environment.


                                                                             -1-


                                                            INSERT SCHEDULE 9.2b

This schedule describes the services, prices and service levels for the Eurex
Exchanges provided by Deutsche Borse Systems on the signing date of this
Agreement.


                                                                             -1-


                                                                   Schedule 10.1


                                Service Levels

This schedule covers only the service levels for the Exchange in Chicago.  The
                     ----
current service levels for the Exchanges in Europe are set forth in the DBS
Price and Service Catalogue of 6 December 1999 (see Schedule 9.2b), which will
continue to apply until new service levels are agreed between Eurex Zurich,
Eurex Frankfurt and Eurex Clearing on the one hand and DBS on the other hand.

These Service Levels are preliminary and will be adjusted during discussions in
the autumn of 2000 after information about the behaviour of the system can be
gathered. Prices will not be increased if this information supports higher
service levels without the provision of additional services.

1.   Service Times

1.1  System

     The System will be operated on all trading days of the Exchange in Chicago
     for the following hours of operation:

     Operation                                     Time

     General operation (including batch runs)      from Sunday 7:00 p.m. to
                                                   Friday 8:00 p.m.
                                                   (Chicago time)
     Online operation (batch runs are, therefore,  8:00 p.m. on each trading
     possible from 4:00 p.m. on a trading day to   day to 4:00 p.m. on the
     8:00 p.m. on a trading day)                   next trading day (Chicago
                                                   time)

     Notwithstanding the foregoing chart, the System will not be available for
     batch or online work from 8:00 p.m. on Friday to 7:00 p.m. (Chicago time)
     on Sunday; these times are intended for regularly scheduled maintenance.

1.2  Technical Helpdesk

     The Technical Helpdesk is manned from Sunday 7:00 p.m. to Friday 8:00 p.m.
     (Chicago Time).


                                                                             -2-


2.   System Availability

2.1  Calculation of Actual Availability

     The actual availability of the System during the scheduled service times
     set forth in Clause 1.1 will be calculated for each calendar month
     according to the following formula:

                (   Sum [Down Time for Each MISS]   )
     AV = 100%* (1- ______________________________  )
                (   MISSs* 1,200 min*  Trading days )

       Variable                     Description

       AV                           Availability of the System in percent in
                                    respective month
       Down Time for Each MISS      minutes in each calendar month for which
                                    each MISS is not in operation during the
                                    Service Times for online operations
       #MISSs                       Total number of connected MISSs in
                                    production in the respective month
       #Trading days                Number of trading days in respective
                                    month

     Lack of availability resulting from poor performance by the
     telecommunications carriers will not be taken into account when calculating
     actual availability.  However, if DBS receives any indemnification from the
     carriers, this will be for the account of CBOT or its designee.

     Lack of availability due to data errors by parties other than DBS will not
     be taken into account.

2.2  Performance Credits

     If the actual availability (AV) of the System is less than [**] in any
     calendar month commencing with the first full calendar month after the
     System has been placed in production (currently scheduled for 25 August
     2000), DBS will pay the following Performance Credits to CBOT or a party
     designated by CBOT.

          Actual Availability          Performance Credit for each [**]% (or
          in a Calendar Month          portion thereof)

          between [**]% and [**]%      [**]


                                                                             -3-

          between [**]% and [**]%      [**]

2.3  Early Termination Right

     If the actual availability (AV) is less than [**]% in any two months during
     any four month period, or if the actual availability is less than [**]% in
     any single month, CBOT (or the party operating the Exchange in Chicago) can
     terminate its participation in the Systems Operations Agreement by giving
     written notice of termination to DBS within two weeks after the conclusion
     of the Project Problem procedures concerning the lack of availability.  The
     notice will take effect at the end of the first full calendar month
     following the month in which the notice is received.  Such notice will
     constitute termination for cause (Clause 18.1).

3.   Technical Helpdesk Availability

3.1  Calculation of Actual Technical Helpdesk Availability

     The actual Technical Helpdesk Availability (HA) during the scheduled
     service times set forth in Clause 1.2 will be calculated for each calendar
     month according to the following formula:

                (     # Successful Calls      )
     HA = 100%* (1- _________________________ )
                (     # Total Number of Calls )

           Variable                 Description

           HA                       actual Availability of the Technical
                                    Helpdesk in percent in respective month
           #Successful Calls        Number of calls taken by the Technical
                                    Helpdesk agents  in the respective month
           #Total Number of Calls   Total Number of calls to the Technical
                                    Helpdesk in the respective month

     The number of Successful Calls and the Total Number of Calls will be
     measured by DBS's telephone equipment.  A Successful Call means that the
     person requesting service is

         .   connected directly with an English speaking staff member of the
             Technical Helpdesk, or


                                                                             -4-


         .    connected with an automated voice message in English which
              provides sufficient information about the type, extent and
              probable duration of a System failure (e.g., failure of the
              backend), or

         .    conducted into a waiting loop and is informed by an automated
              voice message in English that currently all agents are busy and
              the caller will be connected as soon as possible with the next
              available agent. If the person requesting service hangs up more
              than one minute after the automated voice message has concluded,
              the attempted contact will be registered in the Total Number of
              Calls but not in the number of Successful Calls; if the person
              requesting service hangs up before the minute has passed, the call
              will not be registered in the Total Number of Calls. The person
              requesting service is connected to an automated voice message
              which provides sufficient information about the type, extent and
              probable duration of a System failure (e.g. failure of the
              backend) with a duration of more than one minute, these calls will
              also be registered in the Total Number of Calls even if the call
              was not connected to a staff member.

3.2  Performance Credits

     If the actual availability (HA) of the Technical Helpdesk in any calendar
     month is less than [**]% in any calendar month commencing with the first
     full calendar month after the System has been placed in production
     (currently scheduled for 25 August 2000), DBS will pay the following
     Performance Credits to CBOT or a party designated by CBOT.


        Actual Availability          Performance Credit for each [**]% (or
        in a Calendar Month          portion thereof)

        Between [**]% and [**]%      [**]
        Between [**]% and [**]%      [**]


4.   System Performance

4.1  Performance Criteria

     DBS will provide a performance system for trading products electronically.
     The System's performance will be measured as the average host roundtrip
     time per 20h-trading day and the time needed to process [**] of all
     transactions.  The host roundtrip time is measured as the time a
     transaction needs for processing and transmission from entering the backend
     until leaving the backend.


                                                                             -5-


     The current performance criteria is set to [**] seconds for the average
     host round trip time per 20-hour trading day and [**] seconds for [**] of
     all transactions.

     After the System is in production DBS and LLC will annually agree on the
     performance criteria on the basis of the current transaction volumes,
     number of Participants, number of products, number of series and other
     factors to be defined during the parties' annual negotiations.

5.   Delivery Times

5.1  New Access Points

     For establishing an additional Access Point consisting of two
     communications servers and four routers (maintained in a redundant
     structure of one server and two routers each at two physically separate
     locations) within the same premises as an existing Access Point, the
     maximum delivery time is [**]. Delivery times for additional Access
     Points in new premises should be agreed in the corresponding Change
     Requests, although this may not always be possible due to circumstances at
     the location (e.g., availability of leased space, local equipment
     suppliers' delivery times, availability of local subcontractors).  If an
     agreed delivery time for an Access Point is exceeded, DBS will pay to the
     party(ies) who ordered the Access Point a Performance Credit of [**] for
     each commenced week up to a total of [**].

6.   General Assumptions

     All Service Levels are based on the following volume and transaction
     assumptions.

            .   No Market makers/quotes

            .   No unlimited feed by electronic order routing systems

            .   No batch processed order routing systems; only continously
                loaded order routing systems

            .   [**] Members at maximum

            .   [**] Futures Products at maximum

            .   [**] Options Products at maximum

            .   [**] Series per Option at maximum


                                                                             -6-

            .   [**] Orders/sec (peak) in the most liquid futures product at
                maximum

            .   [**] Orders/sec (peak) in all futures product at maximum

            .   [**] Orders/sec (peak) in the most liquid options product at
                maximum

            .   [**] Orders/sec (peak) in all options product at maximum

            .   [**] Orders/sec (average per 20h-trading day) in the most liquid
                futures product at maximum

            .   [**] Order/sec (average per 20h-trading day) in all futures
                product at maximum

            .   [**] Orders/sec (average per 20h-trading day) in the most liquid
                options product at maximum

            .   [**] Order/sec (average per 20h-trading day) in all options
                product at maximum

            .   [**] Full-trades/sec (peak) in the most liquid product at
                maximum

            .   [**] Full-trades/sec (peak) in all products at maximum

            .   [**] Full-trades/sec (average) in the most liquid product at
                maximum

            .   [**] Full-trade/sec (average) in all products at maximum

            .   [**] Orders/20h-trading day at maximum

            .   [**] Full-trades/20h-trading day at maximum

            .   Only regular procedure trading days will be taken into account,
                e.g. trading days with market supervision or non system
                interface induced problems will not be taken into account.

     DBS will monitor whether the operation of the System is within the above
     volumes and transaction assumptions.   DBS will report monthly to LLC and
     Eurex Zurich about the monitored System information.  If the volumes and
     transaction assumptions are exceeded in any month and if this causes non-
     compliance with a service level, DBS will not be liable for any payments
     under this Schedule 10.1 relating to the non-compliance.  However, DBS will
     propose measures to


                                                                             -7-

     accomodate increased volumes and changes in the transaction assumptions in
     order to again reach the guaranteed service levels.

     The parties will conduct annual contract reviews and will examine the
     historical production data which are then available.  Based on these
     reviews, the parties will adjust the agreed service levels.


                                                                             -1-


                                                                   SCHEDULE 12.2

                             List of Key Personnel

                                LLC                             DBS

Program Manager      Jim Amaral       Jurg Spillmann     Frank Gerstenschlager
                     tbd              Tbd                Thomas Lenz
                     tbd              Tbd                Thomas Koster
                     tbd              Tbd                Hanno Klein
                                                         Markus Toporowski
                                                         Matthias Kluber
                                                         Dr. Gerd Kobschall
                                                         Dr. Peter Neuser

EX-10.22

                                                                   Exhibit 10.22

     Exhibit 1 hereto, the Software License Agreement, is filed as Exhibit 10.18
to this Registration Statement. Confidential Materials in such Software License
Agreement have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment. Asterisks
denote omissions in such Software License Agreement.


                          SECOND AMENDED AND RESTATED
                          CBOT/CERES LICENSE AGREEMENT

     This Agreement ("Agreement")is entered  as of  25th day of  August, 2000,
by and between  Board of Trade of the City of Chicago, Inc. (hereinafter
referred to as ("CBOT(R)"), a non-stock, not-for-profit Delaware corporation,
and Ceres Trading Limited partnership, a Delaware limited partnership ("Ceres").

                                    RECITALS
                                    --------

     WHEREAS,  CBOT is the successor of Board of Trade of the City of Chicago, a
voluntary membership association created by special act of the Illinois
legislature, and is a designated contract market pursuant to Section 7 of the
Commodity Exchange Act 7 U.S.C. (S)1 et seq. for the trading of futures and
options on futures contracts on various agricultural commodities, financial
instruments, stock indexes and precious metals; and

     WHEREAS, Ceres was formed by the CBOT and the CBOT's members to facilitate
the electronic trading of CBOT contracts;

     WHEREAS, the CBOT's members have from time to time by ballot vote approved
the electronic trading of certain CBOT contracts during certain hours;

     WHEREAS, Ceres is the licensee of certain electronic trading software (the
"Eurex 2.0 Software") pursuant to a certain Software License Agreement dated
October 1, 1999, and is the owner of various modifications to the Eurex 2.0
Software ("Modifications"), pursuant to a Software License Agreement dated
October 1, 1999, and a Confirmation of Rights Agreement dated July 27, 2000
(such Eurex 2.0 Software and the Modifications being hereinafter referred to as
the "a/c/e Software"), and has entered into certain agreements to provide for
the implementation, operation and development of an electronic trading system
(the "a/c/e System") utilizing the a/c/e Software, and Ceres desires to license
the a/c/e Software (including a sublicense of the Eurex 2.0 Software) to CBOT
and to provide CBOT with various services so as to enable CBOT products to be
traded electronically on the a/c/e system ; and

     WHEREAS, the parties have agreed that, in consideration of the foregoing,
Ceres shall be paid a transaction fee for each contract that is traded
electronically in accordance with the terms described herein.

     NOW THEREFORE, in consideration of the premises, mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
parties agree as follows:

                          SECTION 1 - AGREEMENT & TERM
                          ----------------------------

     1.1  Agreement.  Ceres agrees to enter into the license as set forth herein
and during the term of this Agreement, to provide the Facility Management
Services and other services


                                                                               2

described herein, and CBOT agrees to enter into the license as set forth herein
and during the term of this Agreement, to procure such Facility Management
Services and other services, all on the terms and conditions herein contained.




                                                                               3

     1.2  Term.  The term of this Agreement shall commence upon the date above
written (the "Effective Date"), and except as expressly set forth herein, shall
continue until terminated by either party on not less than  sixty (60) days
prior written notice to the other (the "Expiration Date").

                    SECTION 2 - FACILITY MANAGEMENT SERVICES
                    ----------------------------------------

     2.1  Facility Management Services to be Performed by Ceres.  During the
term of this Agreement, Ceres shall process, store and make available CBOT Data
(defined as bids, offers, and prices at which contracts are transacted through
the  a/c/e System including volume information) in conformance with the
provisions of this Agreement and otherwise provide CBOT and its membership with
the services described in this Section 2 for the contracts identified in Exhibit
I hereto.

     2.2  Ceres System Availability.  Ceres shall process CBOT's Data on the
a/c/e System in accordance with the terms of this Agreement and provide online
capacity to CBOT, its members and members' customers during such hours as CBOT
reasonably requests.  If so requested by CBOT and for the additional charges as
agreed to by the parties, Ceres shall provide the CBOT with online capacity 24
hours a day seven days a week. Ceres shall deliver reports and other output to
CBOT within the time periods specified by CBOT.

     2.3  Availability of CBOT Communication Facilities.  CBOT will provide the
CBOT Communication Facilities during the term of this Agreement, and shall
maintain and operate such facilities so as to minimize the possibility of
interruption of the use of those facilities.

     2.4  Compliance with Requirements of Regulatory Authorities.  CBOT shall
keep itself fully advised of regulatory requirements applicable to the operation
of the  a/c/e System and the data processed thereon and shall advise Ceres to
maintain the  a/c/e System, including without limitation, all system programs,
so as to comply with all requirements of regulatory authorities, including, but
not limited to, reporting, record maintenance, computer security, disclosure and
audit requirements.

     2.5  Record Protection and Retention.  Ceres shall create and maintain on
computer readable media archival copies of all of CBOT's Data maintained on the
a/c/e System.  Such archival copies shall be created on a daily basis so that,
at any point in time, CBOT's active data can be recreated through the close of
business on the prior business day.  Such archival copies shall be stored at a
secure, fireproof site and maintained in accordance with standard record
retention requirements, but in no event for any less time than required by the
Regulatory Authorities.

     2.6  System Documentation.  Ceres shall maintain documentation of and for
the  a/c/e System, including but not limited to providing CBOT with user
manuals, source and object code for system programs, flow charts and the
necessary narrative to permit reasonably competent programmers, conversant in
the language in which the system programs are written, to maintain



                                                                               4

and modify such programs. Ceres shall keep all documentation current to reflect
all changes made in the a/c/e System. CBOT is granted the right to copy the
documentation as may be necessary to support CBOT's use of the System program

     2.7  System Support.  Ceres agrees to provide on-going support for the
a/c/e system programs at CBOT's request and to support CBOT in servicing CBOT
members and member firms.

                              SECTION 3 - LICENSE
                              -------------------

     3.1. Grant of License. (a) Ceres hereby grants to CBOT a sublicense to use
          the Eurex 2.0 Software subject to the rights of the Licensors under
          the Software License Agreement attached as Exhibit 1.
(b) Ceres hereby grants to CBOT a perpetual, non-exclusive, worldwide license to
use  Modifications owned by Ceres that relate to electronic trading,  for CBOT's
own purposes and to perform services for CBOT members, subject to the terms and
conditions of this Agreement.  CBOT shall have the right to make sufficient
copies of the a/c/e Software, all materials associated therewith and components
thereof, to support its use thereof as authorized hereunder.   CBOT may use any
number of copies of the a/c/e software in whole or in part, on all central
processing units owned, controlled or operated by or for the benefit of CBOT
and/or any subsidiary or affiliate thereof, without any charge.

     3.2. System Documentation.  Ceres shall provide CBOT with copies of the
a/c/e  Software in both source and object code format together with full user
and maintenance documentation therefor (including, without limitation, user,
operator and maintenance manuals, flow charts, narratives and any other
documentation necessary to use and maintain the a/c/e Software).  Ceres shall
provide CBOT with updates to such object and source code and documentation to
reflect all changes made in the a/c/e Software and to keep such materials
current.

                  SECTION 4 - MARKETING SERVICES AND CBOT DATA
                  --------------------------------------------

     4.1  CBOT's Right to Market Services. CBOT shall have the right to market
the Facility Management Services to other institutions.  CBOT shall have the
right to establish pricing for services rendered through or by it to other
institutions.

     4.2  CBOT Data.  CBOT shall also retain exclusive ownership and control
over CBOT Data and the sole right to distribute such CBOT Data to third parties.
Ceres hereby acknowledges that CBOT Data shall constitute valuable property of
the CBOT not within the public domain.

                            SECTION 5 - LICENSE FEES
                            ------------------------

     5.1  Ceres shall charge CBOT a fee for each contract that is traded
electronically in accordance with the terms described in Exhibit II hereto.



                                                                               5

     5.2  CBOT shall remit to Ceres all payments to which Ceres is entitled
pursuant to this Section 5 monthly by the last day of the month, together with
an accounting of such funds

     5.3  Ceres shall reimburse the CBOT for all expenses incurred by CBOT in
maintaining and operating the  a/c/e System, including but not limited to all
labor and materials.

                          SECTION 6 - CONFIDENTIALITY
                          --------- -----------------

     6.1  Ceres' Obligation of Confidentiality  Ceres acknowledges that CBOT
Proprietary Data is, shall be and shall remain the sole and exclusive property
of CBOT and constitutes valuable property of CBOT.  The term "CBOT Proprietary
Data" includes any material or information relating to the research,
development, trade secrets and business operations and affairs of CBOT which has
been marked, or which is declared to be confidential in writing prior to its
oral disclosure.  Ceres agrees to treat CBOT Proprietary Data in the manner
herein prescribed and to take such additional steps as are reasonably necessary
to protect the confidentiality of such data and CBOT's proprietary interests
therein, including but not limited to, the following:

     (a) Except as expressly permitted by CBOT in writing, Ceres shall use CBOT
Proprietary Data only for purposes of providing services to CBOT in the manner
specified by this Agreement and shall not make any copies of, reproduce,
disclose, sell, assign, sublicense, or transfer, in whole or in part, any CBOT
Proprietary Data.

     (b) Ceres shall place on any CBOT Proprietary Data created for CBOT by
Ceres proprietary markings as CBOT may reasonably require from time to time and
duplicate on any copies made of CBOT Proprietary Data all copyright notices and
proprietary markings contained thereon and shall place on all documentation
therefor CBOT's copyright notice.

     (c) Except as specifically permitted by CBOT in writing, Ceres shall
disclose CBOT Proprietary Data in confidence only to those of its employees and
agents required to have knowledge of the same for the purpose for which it is
intended and to no other person.

     (d) Ceres shall cause its employees and agents having access to CBOT
Proprietary Data to protect CBOT Proprietary Data in a manner consistent with
the terms of this Agreement, and Ceres shall be responsible to CBOT for any
injury caused by the misappropriation or wrongful disclosure by a Ceres employee
or agent of CBOT Proprietary Data.

     (e) Without limiting any other provision hereof, Ceres shall use no less
care to protect CBOT Proprietary Data as it uses to protect its own proprietary
data, and shall promptly report to CBOT any conduct by Ceres' present or former
employees or agents of which Ceres becomes aware relating to CBOT's Proprietary
Data inconsistent with this Agreement or CBOT's proprietary interests therein,
and take such reasonable steps as may be required to terminate such conduct.

     (f) Immediately upon the termination of this Agreement, the discontinuance
of Ceres' Facility Management Services by Ceres or Ceres' receipt of written
demand from CBOT,



                                                                               6

Ceres shall (i) return to CBOT, or, at CBOT's election destroy, all CBOT
Proprietary Data in Ceres' possession or control, including but not limited to
all CBOT Proprietary Data in the possession or control of Ceres' employees and
agents, and (ii) provide a sworn affidavit from its general partner attesting
that, to the best of Ceres' knowledge, after due investigation, such action has
been taken and completed.

     6.2  CBOT Obligation for Confidentiality.  CBOT acknowledges that Ceres
Proprietary Data, including but not limited to the a/c/e Software, is any
material or information relating to the research, development, trade secrets and
business operations and affairs of Ceres which has been marked or which is
declared to be confidential in writing prior to its disclosure, shall be and
shall remain the sole and exclusive property of Ceres and constitute valuable
proprietary information of Ceres.  CBOT agrees to treat the Ceres Proprietary
Data in the manner herein prescribed and to take such additional steps as are
reasonably necessary to protect the confidentiality of Ceres Proprietary Data
and Ceres proprietary interests therein, including, but not by way of
limitation, the following:

     (a) CBOT shall use Ceres Proprietary Data only for the purposes authorized
by this Agreement and shall not make any copies of, reproduce, or disclose,
sell, assign, sublicense, or transfer, in whole or in part, any of such
materials except to the extent authorized herein or otherwise permitted in
writing by Ceres.

     (b) CBOT shall duplicate on any copies made of Ceres Proprietary Data all
copyright notices and proprietary markings contained thereon.

     (c) CBOT shall disclose Ceres Proprietary Data in confidence only to its
employees, and agents, and CBOT members required to have knowledge of the same
for the purpose for which it is intended and to no other person.

     (d) CBOT shall use the same care to protect Ceres Proprietary Data as it
uses to protect its own proprietary data and shall promptly report to Ceres any
conduct by CBOT's present or former employees or agents of which CBOT becomes
aware relating to Ceres Proprietary Data inconsistent with this Agreement or
Ceres' proprietary interests therein, and take such reasonable steps as may be
required to terminate such conduct.

     6.3  Mutual Indemnifications.  Each party shall be responsible for, and
shall indemnify the other and hold it harmless from and against any loss,
damage, or expense (including, without limitation, any loss, damage, or expense
related to enforcement by the party of its property rights against third parties
and reasonable attorneys' fees) incurred by the other as a result of any failure
by the party, its employees or agents to maintain the confidentiality of the
proprietary rights of the other party disclosed in connection with this
Agreement and described above, in the manner herein provided, without regard to
whether such employees or agents are acting under or contrary to the parties
instructions or their contractual, employment or agency relationship with the
party has been terminated.

     6.4  Record Maintenance.  Each party shall maintain and make available to
the other party upon reasonable notice adequate records to demonstrate
compliance with this Section 6.




                                                                               7

     6.5  Acknowledgement of Irreparable Injury.  Each party hereby acknowledges
that use of the other party's proprietary Data in a manner contrary to the
provisions of this Agreement would cause the other party irreparable harm for
which money damages could not make the injured party whole, and hereby consents,
to the full extent that it is able to do so, to any order entered by any court
of competent jurisdiction prohibiting it from such violation of this Agreement.

     6.6  Materials Not Considered Confidential.  Notwithstanding any other
provision in this Agreement to the contrary, information and data presently in
the public domain or which subsequently enters the public domain other than
through violation of this Agreement shall not be subject to any restrictions
under this Agreement, nor shall either party have any liability to the other for
the use or disclosure thereof.  The party asserting the applicability of this
Section 6.6 will have the burden of proof with respect thereto.

                           SECTION 7 - MISCELLANEOUS
                           -------------------------

     7.l  Counterparts.  This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which taken together
shall constitute one single agreement between the parties hereto.

     7.2  Headings.  The Section headings used herein are for reference and
convenience only and shall not enter into the interpretation hereof.

     7.3  Relationship of Parties.  Ceres, in furnishing services to CBOT, is
providing Faciliities Management Services only as an independent contractor.
Ceres does not undertake by this Agreement or otherwise to perform any
obligation of CBOT, whether regulatory or contractual.  Ceres has the sole right
and obligation to supervise, manage, contract, direct, procure, perform or cause
to be performed, all work to be performed by Ceres hereunder unless otherwise
provided herein. Ceres may employ subcontractors, including CBOT/Eurex Alliance,
L.L.C. and Deutsche Borse Systems AG, to provide any of the services covered by
this Agreement.

     7.4  Approvals, Consents, etc. Where any approval, acceptance or consent by
either party is required by any provision of this Agreement, such action shall
not be unreasonably delayed or withheld.

     7.5  Force Majeure.  Ceres shall be excused from performance hereunder for
any period Ceres is prevented from performing any services pursuant hereto, in
whole or in part, as a result of an act of God, war, civil disturbance, or other
cause beyond its reasonable control, including shortages or fluctuations in
electrical power, heat, light or air conditioning, and such non-performance
shall not be a default hereunder or a ground for termination hereof so long as
the same is temporary in nature and does not unreasonably interfere with CBOT's
business and operations.



                                                                               8

     7.6  Severability.  If any provision of this Agreement is declared or found
to be illegal, unenforceable or void, then both parties shall be relieved of all
obligations arising under such provision, but if such provision does not relate
to the payments to be made to Ceres by CBOT and if the remainder of this
Agreement shall not be materially affected by such declaration or finding, then
each provision not so affected shall be enforced to the extent permitted by law.

     7.7  Attorneys' Fees.  If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.

     7.8  Waiver.  No delay or omission by either party hereto to exercise any
right with respect to this Agreement shall impair any such right or be construed
to be a waiver thereof.  A waiver by either of the parties hereto of any of the
agreements to be performed by the other or any breach thereof shall not be
construed to be a waiver of any succeeding breach thereof or of any other
agreement herein contained.  All remedies provided for in this Agreement shall
be cumulative and in addition to and not in lieu of any other remedies available
to either party at law, in equity or otherwise.

     7.9  Choice of Law and Jurisdiction.  This Agreement shall be governed by
the internal laws and not the choice of law provisions of the State of Illinois.
Any suit arising out of a dispute arising concerning this Agreement may only be
brought in a state or federal court sitting in Chicago, Illinois and the parties
agree that no other court shall have jurisdiction or venue.

     7.10 Entire Agreement. This Agreement, together with each Exhibit attached
          hereto, constitutes the entire agreement between the parties hereto
          with respect to the subject matter hereof and shall supercede in its
          entirety the CBOT/Ceres License Agreement between the parties dated
          October 22, 1992, and the Amended and Restated CBOT/Ceres License
          Agreement dated May 15, 1998. No change, waiver or discharge hereof
          shall be valid unless in writing and executed by the party against
          whom such change, waiver or discharge is sought to be enforced.

     7.11 The parties acknowledge that they are in the process of reorganizing.
          In connection with this reorganization, Ceres may assign its rights
          and obligations under this Agreement to Electronic Chicago Board of
          Trade, Inc.




                                                                               9

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above:

 BOARD OF TRADE OF THE               CERES TRADING LIMITED
 CITY OF CHICAGO, INC.               PARTNERSHIP

 By: /s/ Carol A. Burke              By Electronic Chicago Board of Trade, Inc.,
     ---------------------------        Its Managing General Partner,
 Its: Exec. V.P. & Gen'l Counsel
      --------------------------            By: /s/ Carol A. Burke
                                                ---------------------------
                                            Its: Exec. V.P. & Gen'l Counsel
                                                 --------------------------



                                                                              10

                                   EXHIBIT I
                                   CONTRACTS


     U.S. Treasury Bond Futures and Futures Options
     10 Year Treasury Note Futures and Futures Options
     5 Year Treasury Note Futures and Futures Options
     2 Year Treasury Note Futures and Futures Options
     30 Day Fed Funds Futures
     10-Year Agency Notes Futures and Futures Options
     Dow Jones Industrial Average Futures and Futures Options
     Dow Jones Transportation Average Futures
     Dow Jones Utilities Average Futures
     Dow Jones Composite Average Futures
     Mortgage Futures and Futures Options
     Muni-Bond Futures and Futures Options
     Wheat Futures and Futures Options
     Corn Futures and Futures Options
     Soybean Futures and Futures Options
     Soybean Meal Futures and Futures Options
     Soybean Oil Futures and Futures Options
     Rough Rice Futures and Futures Options
     Oats Futures and Futures Options

     5,000 Ounce Silver Futures
     100-Ounce Gold Futures



                                                                              11

                                   EXHIBIT II
                                  LICENSE FEES


CBOT shall pay to Ceres a fee based on the following categories for each
purchase and sale of a CBOT futures or option contract transacted through the
a/c/e system:


          Agricultural Contracts         Financial Contracts*
          ----------------------         -------------------

          Member:      $0.25             Member:    $0.25
          Delegate     $0.75             Delegate   $0.45
          Non-Member   $1.50             Non-Member $0.80



All fees are on a per side basis



*Financial Contract fees apply to Stock Index contracts when listed for trading
on the a/c/e system.

EX-10.27

                                                                   Exhibit 10.27

                                   AGREEMENT

     Agreement dated July 17, 2001, between PATRICK J. CATANIA, of 9737 S.
Damen, Chicago, Illinois 60643 ("Catania") and BOARD OF TRADE OF THE CITY OF
CHICAGO, a Delaware corporation, with its principal office at 141 W. Jackson
Blvd., Chicago, IL 60604 ("the Company").

     WHEREAS, Catania is currently serving as Executive Vice President, Market
and Product Development, of the Company pursuant to election by the Company's
Board of Directors (the "Board") and under the provisions of an Executive
Employment Agreement dated May 18, 1999 and amended as of February 28, 2001
(which Executive Employment Agreement and the amendment thereto are hereafter
called the "Amended Executive Employment Agreement");

     WHEREAS, pursuant to the terms of the Amended Executive Employment
Agreement, Catania's term of employment will expire no earlier than July 18,
2002;

     WHEREAS, the Board wishes to restructure certain managerial positions;

     WHEREAS, the Company and Catania desire that the Company be given the
maximum flexibility in pursuing this restructuring; and

     WHEREAS, toward the achievement of this end, Catania and the Company have
reached agreement on the terms on which the Amended Executive Employment
Agreement would be terminated, Catania would resign as an officer of the
Company, and he would be offered the opportunity to agree to perform certain
services on an as-needed basis in return for the opportunity for certain early
retirement benefits from the Company on terms further



outlined in the present Agreement;

     NOW, THEREFORE, in consideration of the agreements and covenants contained
herein, Catania and the Company agree as follows:

                                   ARTICLE I

                   Resignation of Catania as Vice President,
                           Marketing and Development

     Section 1.1. Termination of Amended Executive Employment Agreement. The
Amended Executive Employment Agreement, a copy of which is attached as
Exhibit A, is hereby terminated and replaced by this Agreement.

     Section 1.2. Resignation of Catania as Officer of the Company. Immediately
upon ratification of this Agreement by the Board or its duly authorized
representative, Catania shall submit his resignation as an officer of the
Company and of any of its subsidiaries or affiliates. The letter shall be
submitted in the form attached as Exhibit B to this Agreement.

     Section 1.3. Duties and Responsibilities.

     (a) Following his resignation as an officer of the Company, Catania will
continue as an employee of the Company until June 6, 2003, and thereafter on a
month-to-month basis until terminated by either Catania or the Company.

     (b) Catania shall perform services for the Company relating to matters
within the purview of Catania's prior employment with the Company on an as-
needed basis, with times and conditions to be as mutually agreed by Catania and
the Company.

     (c) Catania shall have no authority to bind or speak for the Company.

                                       2



     (d) Catania shall be classified as a regular full-time employee but shall
have the right to take one or more paid leaves of absence during such periods as
he is not performing services pursuant to (b) above, provided that no single
leave of absence shall be of more than 6 months' duration.

     Section 1.4. Early Retirement. The Company intends to offer Catania the
right to early retirement in accordance with an early retirement incentive
program under the Company's Qualified Pension Plan. Under such program, Catania
shall be eligible for all insurance coverages made available to other retirees
under the Company's group health plan. In the event that the Company should
henceforth amend the provisions of its group health plan to eliminate retiree
coverage, or shall be unable to offer Catania the right to participate in the
Company's group health plan as a retiree, Catania shall retain the option of
requiring that the Company provide him and his immediate family with medical and
dental coverage pursuant to the terms that would have been available to him if
he had retired prior to such elimination, with the cost to be paid by Catania as
set forth in section 2.06 of the Amended Executive Employment Agreement;
provided, that the obligation of the Company to provide continuing coverage
outside the Company's group health plan shall terminate in the event that
substantially equivalent coverage at no materially greater cost is made
available to Catania through a subsequent employer.

     Section 1.5. Right to engage in other business or employment. The Exchange
expressly understands and agrees that Catania may seek and secure additional
outside employment at any time following the execution of this Agreement, and
such employment will in no way affect any rights or entitlements to Catania
under this Agreement, provided; however,

                                       3



Catania hereby agrees that all information, whether written or oral, relating to
the Company or received by the Company from a third party pursuant to
confidentiality restrictions, which was provided to Catania or to which Catania
became aware of while employed at the Company shall be considered proprietary
and confidential information of the Company ("Confidential Information").

     For purposes of this Agreement, Confidential Information shall include, but
not be limited to, any and all trade secrets and information regarding Company
products, customers, members, member firms, employees, business plans, finances,
and technological developments and programs. Confidential Information shall not
include information which: a) was known to Catania outside the terms of his
employment at the Company; b) is publicly known; c) has been disclosed to
Catania by a third party without a breach of any obligation of confidentiality;
or d) is disclosed pursuant to court order, duly authorized subpoena or
government authority.

     Section 1.6. Announcement of Resignation as Officer. On the day Catania
submits his resignation as an officer of the Company pursuant to this article,
the Board shall issue the press release attached hereto as Exhibit C. Any
comment by the Company or its Board or by Catania to the news media about this
resignation shall be consistent with Exhibit C and with the nondisparagement
provisions in this Agreement.

                                       4


                                  Article II
                     Monetary Payments and Other Benefits
                            During Leaves of Absence

     Section 2.1. Salary. Until June 6, 2003, Catania shall continue to receive
his salary at the rate specified in Section 2.01 of the Amended Executive
Employment Agreement. After June 6, 2003, until his retirement Catania shall
receive such compensation as may be mutually agreed by Catania and the Company.

    Section 2.2. Certain insurance benefits for Catania. Until June 6, 2003, or
until the death of Catania, whichever occurs first, or until such later date
hereinafter set forth with respect to specified benefits, the Company shall
provide the following insurance benefits for Catania in the same amounts and on
the same terms as are available to other senior executives:

     (i) Health and dental insurance for Catania and his dependents, under the
Company's Health Plan and Dental Plan, until Catania's termination of employment
or retirement;

     (ii) Continued participation in the "Execu-Care" Medical Reimbursement and
Accidental Death; & Dismemberment programs in which Catania has participated as
Executive Vice President, Market and Product Development of the Company;

     (iii) Long-term disability insurance coverage;

     (iv) Continued insurance coverage on Catania's life in such amount as the
insurance that is currently provided to Catania by virtue of his employment at
the Company, whether through whole-life or term life policies (excluding any
insurance Catania's life as to which the beneficiary is the Company rather than
a beneficiary named by Catania);

                                       5


     (v) Continued accidental death and dismemberment insurance of Catania in
such amounts and on such terms as are currently provided to Catania by virtue of
his employment at the Company.

     The insurance coverage required by this subsection 2.2 may be provided to
Catania through continued coverage of Catania through the Company's existing
plans, through purchase by the Company of new policies providing such coverage
to Catania, or by any other mutually agreeable method of providing such
coverage. As between Catania and the Company, the cost of providing such
coverage shall continue to be borne in the same manner for each coverage as it
is borne for other senior executives.

     (vi) In the event of Catania's death prior to the date he takes early
retirement pursuant to the provisions of section 1.4 of this Agreement, the
Company will provide medical and dental coverage to Catania's immediate family
on the same terms that are offered to retirees at such time, but with payment of
the cost of such coverage to be paid in accordance with section 2.06 of the
Amended Executive Employment Agreement; provided, that the obligation of the
Company to provide medical and dental coverage (other than as may be required
under COBRA) shall terminate in the event that substantially equivalent coverage
at no materially greater cost is made available to Catania's family through
another employer, remarriage of Catania's wife or otherwise.

     Section 2.3. Retirement benefits. The parties understand that Catania will
continue participating as a "covered employee" in the Company's Qualified
Savings Plan, Non-Qualified Savings Plan, Qualified Pension Plan, and Non-
Qualified Pension Plan so long as he continues as an employee of the Company.

                                       6



     (a) Credited service upon early retirement. The Company intends to offer
Catania early retirement to be effective as of June 6, 2003. Under the
anticipated early retirement program, the Company, in calculating his pension
(or his lump-sum distribution in lieu of pension) under the Qualified Pension
Plan, shall include in Catania's period of credited service all service through
December 11, 2004. If the terms of the Qualified Pension Plan are not amended to
permit including such time in the period of credited service through an early
retirement incentive program, the Company shall make a separate payment to
Catania calculated under proper actuarial principles to compensate him for the
difference in the amount of his pension under the Qualified Pension Plan
(calculated, in the event of his death, as if his date of death were a date of
termination of employment) and what that pension would have been had Catania
been credited with service through December 11, 2004, with benefits based on the
high 60-month compensation for periods of service ending on or prior to June 6,
2003. In such case, the Company shall disclose to Catania the basis on which it
makes this separate payment.

     (b) Payments on account of Benefit Plans in the event of Catania's death.
If the terms of any of Plan Documents referred to in this section 2.3 would have
called for payments to be made following Catania's death had he continued as the
Company's Executive Vice President, Market and Product Development, and died
before July 18, 2002, then such payments will be made in the event Catania dies
before June 6, 2003.

     Section 2.4. Legal fees. The Company shall reimburse Catania up to a
maximum of $5000, for the reasonable legal fees and expenses he has incurred as
a result of the negotiation and preparation of this Agreement.

                                       7







                                  ARTICLE III

                                 Miscellaneous

     Section 3.1. Company successors. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns. Without limiting the generality of the
foregoing, the rights and obligations of the Company under this Agreement shall
be binding upon (a) any corporation or other business entity that shall
henceforth acquire some or all of the assets of the Company; (b) any corporation
or other business entity that shall henceforth be created in such a
restructuring to conduct a part or all of the Company's business operations; and
(c) any corporation or other business entity with which the Company shall
henceforth merge.

     Section 3.2. Catania's successors. Catania's rights and obligations under
this Agreement (other than rights or benefits payable under the qualified plans,
which shall be governed in accordance with the terms of those plans) shall inure
to the benefit of and be binding upon his heirs, beneficiaries, successors, and
legal representatives.

     Section 3.3. Nondisparagement obligations. Catania shall refrain from
making any statements to representatives of the news media, to employees or
former employees of the Company, to present or former members of the Board, or
to other persons which disparage or criticize the Company, the Chairman of the
Board, the Board or its members, the Company's management, or the Company's
business plans, including, but not limited to, its efforts to restructure its
business operations. The Company (including its officers and directors) shall
refrain from making any statements to representatives of the news media, to
employees or

                                       8



former employees of the Company, to present or former members of the Board
(except such confidential disclosures as may be reasonably required in
connection with the performance of their duties to the Board), or to other
persons which disparage or criticize Catania or his performance while an officer
of the Company.

     Section 3.4. Amendments. No waiver, modification, or amendment of any
provision hereof shall be effective unless authorized by the Board and executed
in writing on behalf of the Company by an authorized officer. Any such waiver,
modification, or amendment shall require the written consent of Catania.

     Section 3.5. Indemnification. This Agreement shall not affect Catania's
rights to indemnification by the Company for past conduct under the Board's
policy of indemnifying officers and directors. The Company will reimburse
Catania for the reasonable legal fees and costs he incurs as a result of any
legal challenge that may be made to the enforceability or legality of this
Agreement.

     Section 3.6. Release of Company By Catania. In consideration of the
payments and other obligations by the Company under this Agreement, Catania, on
behalf of himself and his heirs, successors and assigns, hereby releases the
Company, the Company's subsidiaries and affiliates, its successors, and all of
the directors, officers, employees, agents, and attorneys of the Company and its
subsidiaries and affiliates, from any claims of any kind based on events
preceding the execution of this Agreement arising out of Catania's past
employment with the Company or his resignation as Executive Vice President,
Market and Product Development.

     Section 3.7. Release of Catania By Company. In consideration of Catania's
resignation and the other obligations assumed by him under this Agreement, the
Company, on

                                       9


behalf of itself, its subsidiaries and affiliates, and its successors, hereby
releases Cantania from any claims of any kind based on events preceding the
execution of this Agreement arising out of Catania's employment with the
Company, his resignation, and the termination of his employment.

     Section 3.8. Authority of the Board. Attached hereto and made a part hereof
as Exhibit D is a certified copy of the provision incorporated into the
Company's Articles of Incorporation, authorizing the President of the Company to
execute this Agreement on behalf of the Company.

     Section 3.9. Waiver. Any failure by either party to this Agreement to
enforce any provision of this Agreement shall not be construed to be a waiver of
such provision or of any other provision hereof.

     Section 3.10. Headings. The Article and Section headings are for
convenience of reference only and shall not define or limit the provisions
hereof.

     Section 3.11. Applicable law. This Agreement shall at all times be governed
by and construed, interpreted and enforced in accordance with the laws of the
State of Illinois.

     Section 3.12. Counterparts. This Agreement may be signed in counterparts.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its President and Catania has signed this Agreement as of the days below
written.



/s/ Patrick J. Catania              7/16/01
-------------------------       ---------------
PATRICK J. CATANIA                  DATE:







                                      10



CHICAGO BOARD OF TRADE:


/s/ David J. Vitale
-------------------------------------
DAVID J. VITALE, as
President


WITNESS:


/s/ Paul Draths
-------------------------------------
Secretary
Board of Trade of the City of Chicago

                                      11


                                AMENDMENT NO. 1
                                      TO
                        EXECUTIVE EMPLOYMENT AGREEMENT

                              PATRICK J. CATANIA
           EXECUTIVE VICE PRESIDENT, MARKET AND PRODUCT DEVELOPMENT
                 BOARD OF TRADE OF THE CITY OF CHICAGO, INC.

     THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this
"Amendment"), dated as of February 28, 2001, is between the Board of Trade of
the City of Chicago, Inc., a Delaware corporation and successor by merger to
Board of Trade of the City of Chicago, an Illinois corporation (the "Company"),
and Patrick J. Catania ("Executive"). Any capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to it in the Agreement
(as defined below).

     WHEREAS, the Executive is currently serving as Executive Vice President,
Market and Product Development, of the Company;

     WHEREAS, the Executive and the Company are parties to that certain
Executive Employment Agreement, dated as of May 18, 1999 (the"Agreement"),
which sets forth the terms and conditions of the Company's employment of the
Executive as the Company's Executive Vice President, Market and Product
Development, including, among other things, the term of Executive's exclusive
employment with the Company; and

     WHEREAS, the parties hereto desire to make certain changes to the terms and
provisions of the Agreement,

     NOW, THEREFORE, in consideration of the foregoing and of the agreements and
covenants contained herein, the parties hereto hereby agree as follows:

     1.   Amendments. The Agreement is hereby amended as follows:

     (a)  Section 1.01 of the Agreement is hereby amended by deleting the
first two (2) sentences of Section 1.01 in their entirety and replacing them
with the following:

     "The Company hereby employs the Executive as its Executive Vice President,
     Market and Product Development, and the Executive shall remain in such
     position while employed by the Company for a term commencing on May 18,
     1999 and ending on May 18, 2002 (the "Term End Date"); provided that,
     for each calendar month following


     May 18, 2001 that the Executive fulfills all of his obligations under, and
     does not violate any of the terms and provisions of, this Executive
     Employment Agreement, as amended, during such month (each such month, an
     "Extension Period"), the Term End Date shall be extended for one calendar
     month; provided furthe, that the Company or Executive may give notice to
     the other party at any time during any Extension Period that it does not
     wish to further extend the Term End Date, in which case, the Term End Date
     shall be the end of the twelfth calendar month following the Extension
     Period such notice is given (as extended or not, the "Employment Period")."

     (b) Section 2.01 of the Agreement is amended by deleting the clause
immediately following the colon in the first sentence of Section 2.01 in its
entirety and replacing, it with the following:

     "Effective as of January 1, 2001 and during the remainder of the Employment
     Period, the Executive's minimum annual salary shall be Five Hundred
     Thousand Dollars ($500,000)."

     2.   Release by Executive.

     (a)  Executive (for himself, his heirs, assigns or executors) releases and
forever discharges the Company, any of its affiliates, and its and their
directors, officers, agents and employees (the "Released Entities") from any and
all claims, suits, demands, causes of action, contracts, covenants, obligations,
debts, costs, expenses, attorneys' fees, Liabilities of whatever kind or nature
in law or equity, by statute or otherwise whether now known or unknown, vested
or contingent, suspected or unsuspected, and whether or not concealed or hidden,
which have existed or may have existed, or which do exist, through the date of
this Amendment ("Claims"), of any kind, which relate in any way to Executive's
employment with the Company.

     (b)  In signing this Amendment, Executive acknowledges that he intends that
it shall be effective as a bar to each and every one of the Claims hereinabove
mentioned or implied. Executive expressly consents that this Amendment shall be
given full force and effect according to each and all of its express terms and
provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a
general release of unknown, unsuspected and unanticipated Claims), if any, as
well as those relating to any other Claims hereinabove mentioned or implied.
Executive acknowledges and agrees that this waiver is an essential and material
term of this Amendment and without such waiver the Company would not have agreed
to the benefits described in Section 1 hereof. Executive further agrees that in
the event he brings his own Claim in which he seeks damages against the Company,
or in the event he seeks to recover against the Company in any Claim brought by
a governmental agency on his behalf, this Amendment shall serve as a complete
defense to such Claims.

                                       2


     3. Miscellaneous

     (a)  Governing Law. This Amendment shall in all respects be governed by
and construed in accordance with the Laws of the State of Illinois, without
regard to its conflicts of law doctrine.

     (b)  Counterparts.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.

     (c)  Assignment. This Amendment shall be binding upon and inure to
the benefit of the successors and assigns of each party hereto, but no rights,
obligations or liabilities hereunder shall be assignable by any party without
the prior written consent of the other parties.

     (d)  Headings. The headings in this Amendment are solely for convenience
of reference and shall not be given any effect in the construction or
interpretation of this Amendment.

     (e)  Effect of Amendment. Except as provided in this Amendment, all
provisions of the Agreement are affirmed in all respects and remain in full
force and effect.

                                       3



     IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
day and year first above written.

                                       BOARD OF TRADE OF THE CITY
                                       OF CHICAGO, INC.


                                       By: /s/ Nickolas J. Neubauer
                                           -------------------------------------
                                       Name:  Nickolas J. Neubauer
                                       Title: Chairman of the Board



                                       /s/ Patrick J. Catania
                                       -----------------------------------------
                                       Patrick J. Catania


WITNESS:


By: /s/ Paul J. Draths
    ----------------------------
Name:  Paul J. Draths
Title: Secretary


Draft

For Immediate Release                                Contact: David P. Prosperi
                                                              312-435-3456
                                                              dpro72@cbot.com
                                                              ---------------

CBOT Announces Resignation of Catania as Executive Vice President

Chicago, July 18 - The Chicago Board of Trade (CBOT(R)) today announced the
resignation of Patrick J. Catania as Executive Vice President for Business
Development, effective today. Catania played a leadership role in the
development of new products and markets, as well as the marketing of the
CBOT(R)'s agricultural, financial and equity products, during his 20-year tenure
at the exchange. He has been involved in the global futures industry for over 30
years.

Of his resignation, Catania said, "The Chicago Board of Trade is at a critical
juncture in its long and successful lifetime, and my stepping down provides
David Vitale with some much needed flexibility to structure the exchange in
order to meet the many challenges that lie ahead."

CBOT(R) President and CEO David J. Vitale said, "Pat has served our members and
member firms, customers and fellow employees with great distinction throughout
his years of service with the exchange. His experience and his knowledge of the
global commodity and financial markets have resulted in tremendous
contributions to the Chicago Board of Trade."

A member of many agricultural and financial market associations, Catania has
been a frequent speaker at industry meetings and conferences, and has
published many articles and several textbooks both independently and on behalf
of the CBOT(R). He maintains strong ties to the Asian and European markets, and
intends to provide consultancy services in marketing and product development to
the global financial services industry.




                                                   [LOGO] Chicago Board of Trade

Patrick J. Catania
Executive Vice President
Business Development

     July 4, 2001


     Mr. David Vitale
     President and CEO
     Chicago Board of Trade
     141 West Jackson Blvd.
     Chicago, IL 60604

     Dear David:

     I hereby resign my position as Executive Vice President for Business
     Development, effective July 18, 2001.

     I have enjoyed a long and successful tenure as an officer of the Chicago
     Board of Trade. I fully realize and appreciate the task before you, and I
     believe my resignation, will give you greater flexibility and therefore a
     higher probability for success in meeting the challenges before you.

     I would like to thank you and the Board of Directors for the consideration
     afforded me in making this difficult decision.

     Sincerely,

     /s/ Patrick J. Catania
     Patrick J. Catania



141 W. Jackson Blvd., Suite 2210
Chicago, Illinois 60604-2994
312 435-7201
Fax 312 341-5938




                                   EXHIBIT B

                              BOARD OF DIRECTORS
                              ------------------

     The Board of Directors shall be subject to the provisions set forth below:

     Section 1. Chairman of the Board. The Chairman of the Board shall be the
presiding officer of all membership and Board meetings and shall exercise such
powers and perform such duties as generally appertain to that office. Subject to
the approval of the Board, he may appoint special committees and all other
committees where the method of appointment is not otherwise provided for, and
may temporarily fill any vacancy in any appointive office other than Non-Member
Director.

     Section 2. First Vice Chairman and Second Vice Chairman. The First Vice
Chairman of the Board ("First Vice Chairman") shall perform the duties of the
Chairman of the Board in his absence or disability. In the absence or disability
of the Chairman of the Board and the First Vice Chairman, the Second Vice
Chairman of the Board ("Second Vice Chairman") shall perform the duties of the
Chairman of the Board. In the absence or disability of the Chairman of the Board
and the First Vice Chairman and the Second Vice Chairman, the Board may choose
temporarily an Acting Chairman of the Board.

     Section 3. President. (1) The Board may elect a President of the
Corporation, who shall be a non-member, by the affirmative vote of at least two-
thirds of the full Board; (2) the Board is expressly authorized, by such
affirmative vote, to fix the compensation of such President to prescribe the
duties to be performed by him and to prescribe a tenure of office which tenure
shall be subject to termination for good cause or otherwise, by a Vote of not
less than two-thirds of the full Board; and (3) the Board is expressly
authorized to delegate to the President full power to carry on the day-to-day
activities of the Corporation, reserving to itself in such case the authority to
review the activities of the President and to determine the policies of the
Corporation.

     Section 4. President's Duties. (1) The President shall be the Chief
Executive Officer of the Corporation responsible to the Board for the management
and administration of its business affairs; (2) he shall serve as chief liaison
between the Corporation and the public, including federal, state and local
government agencies; (3) he shall be a non-voting Director of the Corporation
and a non-voting member of the Executive Committee and shall be included for
purposes of determining whether a quorum of the Board of Directors or the
Executive Committee is achieved; (4) he shall be an ex officio non-voting member
of all appointed and special committees of the Corporation of which he is not a
regular member, (5) he shall employ such subordinate administrative personnel as
he may determine from time to time are required for the efficient management
and operation of the Corporation, and shall establish the qualifications, duties
and responsibilities of all subordinate administrative personnel; (6) subject to
the approval of the Board, he shall fix the compensation, terms and conditions
of employment of all subordinate administrative personnel, and may terminate the
employment of such personnel; (7) he shall supervise the activities of the
Departments of the Corporation; (8) he shall

                                      B-1



execute all contracts on behalf of the Corporation; (9) he shall not engage in
any other business during his incumbency as President, nor shall he trade for
his own account or for the account of others in any commodity which is traded on
the Board of Trade of the City of Chicago, and (10) by his acceptance of the
office of President, he shall be deemed to have agreed and he shall have agreed
to uphold the Certificate of Incorporation, and Bylaws, and the Rules,
Regulations and Interpretations, of the Corporation. The Board may confer
upon the President such other and additional rights and responsibilities as it
may deem warranted; provided, however, that the Board shall not confer upon the
President the power to formulate the policies of the Corporation or to take
disciplinary action, arbitrate disputes or adjust claims against members except
in his capacity as Director upon review of such matters.

                                      B-2

EX-21

                                                                      Exhibit 21

                        Subsidiaries of the Registrant


Name                                        Jurisdiction of Organization   D/B/A

CBOT Merger Sub, Inc.                            Delaware                    n/a

EX-23.1

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of CBOT Holdings, Inc. on
Form S-4, of our report dated February 14, 2001 (March 2, 2001 as to Note 13)
relating to the consolidated financial statements of the Board of Trade of the
City of Chicago, Inc., appearing in the Prospectus, which is part of this
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

Chicago, Illinois
October 24, 2001

EX-23.4

                                                                    Exhibit 23.4
                          [William Blair Letterhead]


                                    CONSENT

        We hereby consent to the use in the Registration Statement and Proxy of
CBOT Holdings, Inc. on Form S-4 of our opinion dated September 24, 2001,
appearing as Appendix D-1 to such Registration Statement and Proxy, to the
description therein of such opinion and to the references therein to our name.
In giving the foregoing consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended (the "Securities Act"), or the rules and regulations
promulgated thereunder, nor do we admit that we are experts with respect to any
part of such Registration Statement and Proxy within the meaning of the term
"experts" as used in the Securities Act or the rules and regulations promulgated
thereunder.

                                        William Blair & Company, L.L.C.
                                        --------------------------------------
                                        /s/ William Blair & Company, L.L.C.


Chicago, Illinois
October 23, 2001

EX-23.5

                                                                    Exhibit 23.5


     We hereby consent to the use in the Registration Statement and Proxy of
CBOT Holdings, Inc. on Form S-4 and its related Amendments, of our opinion,
dated October 2, 2001, appearing as Appendix D-2 to such Registration Statement
and Proxy, our preliminary Ceres valuation analysis, dated October 2, 2001,
appearing as Appendix D-3 to such Registration Statement and Proxy as described
in the Form S-4, to the description therein of such opinion and analysis and to
the references therein to our name. In giving the foregoing consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended (the "Securities
Act"), or the rules and regulations promulgated thereunder, nor do we admit that
we are experts with respect to any part of such Registration Statement and Proxy
within the meaning of the term "experts" as used in the Securities Act or the
rules and regulations promulgated thereunder.


Arthur Andersen LLP
/s/ Arthur Andersen LLP



Chicago, Illinois
October 24, 2001

EX-99.1

                                 FORM OF PROXY

                  BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
                           141 West Jackson Boulevard
                            Chicago, Illinois 60604

                      Solicited by the Board of Directors

   In connection with the restructuring transactions described in the proxy
statement and prospectus (the "Proxy Statement and Prospectus") accompanying
this proxy, the undersigned hereby appoints Paul J. Draths, Terry Livingston,
and Carol A. Burke and each of them, proxies, with full power of substitution
and revocation, acting together or, if only one is present and voting, then
that one, to vote the membership of the Board of Trade of the City of Chicago,
Inc., a nonstock, not-for-profit corporation (the "CBOT"), which the undersigned
is entitled to vote, at the special meeting of the membership to be held on
          , 2001 and any adjournments or postponements thereof, with all the
powers the undersigned would possess if personally present, as designated herein
and authorizes the proxies to vote in accordance with the recommendations of the
management of the CBOT upon such other business as may properly come before the
special meeting of the membership.

                        THE RESTRUCTURING TRANSACTIONS

              THE BOARD OF DIRECTORS OF THE CBOT RECOMMENDS A VOTE

                      "FOR" PROPOSITIONS 1, 2 AND 3.

   (1) Approve and adopt the Agreement and Plan of Merger relating to the merger
of the CBOT with a newly formed nonstock for-profit corporation, which will
facilitate the demutualization of the CBOT, as set forth in and described in the
Proxy Statement and Prospectus.

                     [_] FOR   [_] AGAINST   [_] ABSTAIN

   (2) Ratification of the August 7, 2001 Agreement relating to the exercise
right, as set forth in and described in the Proxy Statement and Prospectus.

                      [_] FOR   [_] AGAINST   [_] ABSTAIN

   (3) Approve all other matters relating to the restructuring transactions,
including, among other things, a new certificate of incorporation and bylaws for
CBOT Holdings, Inc. and the Board of Trade of the City of Chicago, Inc., a
nonstock for-profit corporation (the "CBOT Subsidiary"), and certain changes to
the rules and regulations of the CBOT Subsidiary, which, collectively, are
designed to modernize certain aspects of the CBOT's corporate governance
structure, and the reorganization of the CBOT's electronic trading business, in
each case, as described in the Proxy Statement and Prospectus.

                      [_] FOR   [_] AGAINST   [_] ABSTAIN

ALTHOUGH YOU ARE BEING ASKED TO APPROVE EACH OF THESE THREE PROPOSITIONS
SEPARATELY, EACH OF THESE PROPOSITIONS IS RELATED TO, AND EXPRESSLY CONDITIONED
UPON THE APPROVAL OF, THE OTHER PROPOSITIONS. THIS MEANS THAT THE CBOT WILL NOT
TAKE ANY ONE OR MORE OF THESE ACTIONS RELATING TO THE RESTRUCTURING
TRANSACTIONS WITHOUT TAKING ALL THREE ACTIONS. ACCORDINGLY, UNLESS ALL THREE OF
THE ABOVE PROPOSITIONS RELATING TO THE RESTRUCTURING TRANSACTIONS ARE APPROVED
BY THE REQUISITE VOTE OF THE MEMBERS AS DESCRIBED IN THE PROXY STATEMENT AND
PROSPECTUS, THE RESTRUCTURING TRANSACTIONS WILL NOT HAVE BEEN APPROVED BY THE
MEMBERS AND, ACCORDINGLY, WILL NOT BE COMPLETED.

-------------------------------------     -------------------------------------
Date                                      Signature

-------------------------------------
Print Name Here

   By executing this card the undersigned hereby revokes any and all prior
proxies and hereby affirms that, as of the Record Date, the undersigned had the
power to deliver a proxy with respect to the applicable membership.

         PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY BALLOT PROMPTLY