Subject: File No. SR-CBOE-2006-106
From: Mark A Mendelson

February 12, 2007

To whom it may concern:

I completely disagree with the CBOE's proposed rule change relating to their proposed interpretation of Article Fifth(b) of CBOE's Certificate of Incorporation.
The CBOT created the CBOE with time, money, and effort, and without such, there would be no CBOE. The agreement, that CBOT members were following consisted of being in possession of 27338 shares of stock, a full CBOT trading right, and a CBOE exercise right. If a full member was in possession of these three items,it was agreed, they were allowed to lease their seat at the CBOE trading floor, as well as share in any distribution stemming from CBOE's planned demutualization. I currently, as I have for the past seven years, lease my seat at the CBOE.
Clearly, what is occurring, is an effort by the CBOE to take the contract rights of CBOT full members without compensation, and to enrich its members at the expense of the CBOT full members. The rule change that is being proposed by the CBOE, is clearly not in the spirit to which the agreement was written.
I also feel this is matter that should be resolved in the pending Delaware litigation. With all due respect, I cannot understand how the SEC should be involved in this decision, given this matter of state corporate and contract law. Thank you for your time.

respectfully submitted

Mark Mendelson BOT Full Member