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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.

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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                       , 2003.

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

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modernize our corporate governance structure by, among other things, adopting new mechanisms for initiating and voting on stockholder and member proposals, providing for a reduction in the size of our board and modifying the nomination and election process for directors as well as the terms of office and qualifications of directors.

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common stock of CBOT Holdings, the new holding company;

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one of the five series of Class B membership in the CBOT subsidiary that corresponds to the class of CBOT membership currently held; and

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if a Full Member of the CBOT, one Class C membership in the CBOT subsidiary.

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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;

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the requirement that, subject to certain limited exceptions agreed to by the CBOT and CBOE, holders of Class B memberships in 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 holder of a Class B membership for the same products;

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

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

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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.

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a dividend to distribute shares of common stock to our members; and

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a merger to convert our members’ existing memberships into new memberships.

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adopting new mechanisms for initiating and voting on stockholder and member proposals;

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providing for a reduction in the size of our board of directors; and

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modifying the nomination and election process for our directors as well as the terms of office and qualifications of our directors.

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the Full Members and Associate Members of the CBOT, voting together as a single class based on their respective voting rights, shall have approved each of the four propositions being submitted for their approval in connection with the restructuring transactions in accordance with applicable law;

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we shall have received (1) a favorable ruling from the IRS to the effect 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 to the effect that receipt by CBOT Holdings of the 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;

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we shall have received any approvals required by the Commodity Futures Trading Commission in connection with changes to our corporate governance structure and we shall 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;

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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;

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there shall be no court order or other regulation prohibiting or restricting the restructuring transactions;

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our board of directors shall not have determined that there is a material risk of an adverse outcome in the Associate Members and membership interest holders litigation challenging the proposed allocation methodology; and

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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.

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(1)

the approval and adoption of the agreement and plan of merger relating to the reorganization merger;

(2)

the approval and adoption of the amended and restated bylaws of the CBOT, which will become the bylaws of the CBOT subsidiary, and a technical amendment to the bylaws of the CBOT clarifying the status of the holders of GIM, IDEM and COM membership interests as members of the CBOT for purposes of Delaware corporation law;

(3)

the ratification of the agreements relating to the exercise right entered into by us and the CBOE; and

(4)

the ratification of all other matters relating to the restructuring transactions, including, among other things, the proposed changes to our corporate governance structure, as set forth in the amended and restated certificate of incorporation and bylaws for CBOT Holdings and a new certificate of incorporation for the CBOT subsidiary, and certain changes to the rules and regulations of the CBOT subsidiary, which, collectively, will facilitate the demutualization and the modernization of certain aspects of our corporate governance structure.

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(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 the completion of the restructuring transactions.

(5)

Equals current assets divided by current liabilities.

(6)

Equals the sum of income from operations plus interest expense, divided by interest expense.

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the restructuring transactions, particularly the demutualization;

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

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

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

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

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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;

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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;

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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;

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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;

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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

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

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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;

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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

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

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

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

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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

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respond effectively to technological developments or service offerings by competitors.

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

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develop similar products that are preferred by our customers;

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

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price their products and services more competitively;

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

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

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

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take greater advantage of acquisitions, alliances and other opportunities;

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

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

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

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unanticipated disruptions in service to customers;

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slower response times;

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delays in trade execution;

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decreased customer satisfaction;

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incomplete or inaccurate accounting, recording or processing of trades;

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financial losses;

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security breaches;

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litigation or other customer claims; and

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regulatory sanctions.

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develop or license leading technologies useful in our business;

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enhance our existing services;

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

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

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

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wavering institutional/consumer confidence levels;

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

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legislative and regulatory changes.

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discourage potential acquisition proposals;

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delay or prevent a change in control; or

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

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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;

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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

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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.

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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, for-profit subsidiary of CBOT Holdings;

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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 designed to improve the CBOT’s corporate decision-making process; and

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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.

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

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

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

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

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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, for-profit subsidiary of CBOT Holdings in which the CBOT members will hold memberships representing the trading rights and privileges on the exchange operated by such subsidiary; and

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modernize our corporate governance structure by, among other things, adopting new mechanisms for initiating and voting on stockholder and member proposals, providing for a reduction in the size of our

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board and modifying the nomination and election process for directors as well as the terms of office and qualifications of directors.

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a dividend to distribute shares of common stock to our members; and

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a merger to convert our members’ existing memberships into new memberships.

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Series B-1 Members.    The holder of a Series B-1, Class B membership in the CBOT subsidiary will generally be entitled to execute trades in all futures and options contracts listed on the exchange operated by the CBOT subsidiary.

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Series B-2 Members.    The holder of a Series B-2, Class B membership in the CBOT subsidiary will generally be entitled to execute trades in all futures and options contracts listed in the CBOT subsidiary’s Government Instrument Market, Index, Debt and Energy Market and Commodity Options Market.

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Series B-3 Members. With certain exceptions described in greater detail elsewhere in this document, the holder of a Series B-3, Class B membership in the CBOT subsidiary will generally be 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. Following the 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.

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Series B-4 Members. The holder of a Series B-4, Class B membership in the CBOT subsidiary will generally be 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, gasoline and heating oil, products.

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Series B-5 Members. The holder of a Series B-5, Class B membership in the CBOT subsidiary will generally be 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 contracts listed for trading by the CBOT.

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adopting new mechanisms for initiating and voting on stockholder and member proposals;

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providing for a reduction in the size of our board of directors; and

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modifying the nomination and election process for our directors as well as the terms of office and qualifications of our directors.

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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;

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the requirement that, subject to certain limited exceptions agreed to by the CBOT and Chicago Board Options Exchange, holders of Class B memberships 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 holder of a Class B membership for the same products;

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

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

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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 at  “—Commitment to Maintain Open Outcry Markets.”

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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

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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.

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the chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

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a vice-chairman, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

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eight directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

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two directors, who will be holders of Series B-2, Class B memberships in the CBOT subsidiary;

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three directors, who will be “independent” within the meaning of the certificate of incorporation and bylaws of CBOT Holdings; and

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the president and chief executive officer of CBOT Holdings, who will be a non-voting director.

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the chairman of the board;

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four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

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one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

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two independent directors.

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the vice-chairman of the board;

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four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

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one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

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one independent director.

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a classified board of directors with staggered terms of office;

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advance notice requirements for stockholder proposals;

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application of the Delaware anti-takeover statute; and

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

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the relative liquidation rights of the five classes of membership in the CBOT;

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the relative voting rights of the five classes of membership in the CBOT;

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

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the market values of CBOT memberships; and

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the contract volumes attributable to each class of CBOT membership.

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the restructuring would not take the form of a liquidation;

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

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each CBOT 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;

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

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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.

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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;

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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

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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.

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the restructuring will not take the form of a liquidation;

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

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

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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 of the Independent Allocation Committee and the opinion of William Blair; and

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

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the restructuring would not take the form of a liquidation;

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

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each CBOT 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;

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each Full Member would receive a Class C membership in the CBOT subsidiary, which would represent the Chicago Board Options Exchange exercise right; and

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

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copies of materials prepared by the CBOT concerning the possible restructuring;

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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;

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various trading and financial statistics, including CBOT annual reports containing historical financial statements, seat cross-ownership statistics, and the contract volume statistics summarized at “—Contract Volumes” below;

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

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*

Transactions examined included the demutualizations of the Chicago Mercantile Exchange, the International Petroleum Exchange, the London International Financial Futures Exchange, and the Sydney Futures Exchange. William Blair concluded that none of the transactions examined for which adequate documentation for meaningful review was available involved an exchange that, in William Blair’s judgment, had characteristics sufficiently similar to the CBOT’s to assume substantial significance in William Blair’s analysis.

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

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

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information regarding the historical trading prices of memberships.

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the restructuring would not take the form of a liquidation;

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

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each CBOT 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;

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each Full Member would receive a Class C membership in the CBOT subsidiary, which would represent the Chicago Board Options Exchange exercise right; and

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

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the relative liquidation rights of the five classes of membership in the CBOT;

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the relative voting rights of the five classes of membership in the CBOT;

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

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the market values of CBOT memberships; and

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the contract volumes attributable to each class of CBOT membership.

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(1)

As defined in the Ceres limited partnership agreement. Based on member seat count, as stated in Amendment No. 2 to the Registration Statement on Form S-4 of CBOT Holdings (Registration No. 333-72184), as follows: Full (1,402), Associate (791), GIM/one-half Associate Members (152), 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.

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*Approximately

ten percent of the total contract volume over such period was not allocated to any membership category, and most of such unallocated volume consisted of “non-local” electronic volume entered through member firms that, with three exceptions related to Eurex, are required to have at least one Full Membership in addition to the junior memberships such firms may have.

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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;

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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;

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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

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

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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

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

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the Full Members and Associate Members, voting together as a single class based on their respective voting rights, shall have approved each of the four 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;

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we shall have received a favorable ruling from the Internal Revenue Service to the effect 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 to the effect that receipt by CBOT Holdings of the 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;

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we shall have received any approvals or authorizations 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;

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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;

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

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our board of directors shall not have determined that there is a material risk of an adverse outcome in the Associate Members and membership interest holders litigation; and

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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.

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(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.

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(1)

Beginning in 2000, the CBOT repriced the distribution of market data. At the same time, the CBOT introduced a rebate to member firms for fees paid for market data. This rebate is offset against market data 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, interest income, 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, and again beginning January 2002.

(5)

Programs include costs primarily related to marketing and communication programs.

(6)

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.

(7)

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.

(8)

Reflects the conversion of members’ equity to common stock of CBOT Holdings.

(9)

Based on 39,802,650 shares issued and outstanding immediately following the completion of the restructuring transactions.

(10)

Equals current assets divided by current liabilities.

(11)

Equals the sum of income from operations plus interest expense divided by interest expense.

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interest rate products;

Ÿ

agricultural and other non-financial/commodities products; and

Ÿ

stock index products.

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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.

Ÿ

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.

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Full;

Ÿ

Associate;

Ÿ

GIM (and one-half Associate Memberships, as described below);

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IDEM; and

Ÿ

COM.

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Chicago & North East Illinois District Council of Carpenters;

Ÿ

United Brotherhood of Carpenters & Joiners of America;

Ÿ

International Union of Operating Engineers Local 399, AFL-CIO; and

Ÿ

Local 1, Service Employees International Union, SEIU, AFL-CIO.

Ÿ

ensure that futures commission merchant members maintain capital in excess of the risk based capital requirement adopted by the Board of Trade Clearing Corporation;

Ÿ

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;

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analyze futures commission merchant member firms financial statements with a state-of-the-art computer system designed to immediately detect financial violations and unfavorable financial trends;

Ÿ

require that all futures commission merchant member firms collect initial and variation margin from their customers;

Ÿ

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;

Ÿ

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

Ÿ

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.

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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;

Ÿ

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

Ÿ

for all Full Members, if CBOT members who exercise their right to become members of the CBOE are able to trade all of the CBOT’s products and the CBOE’s products simultaneously.

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that in order to exercise the right to become a member at the CBOE, 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;

Ÿ

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;

Ÿ

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;

Ÿ

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 CBOE, such Full Member will relinquish all member trading rights at both the CBOT and CBOE 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;

Ÿ

that delegates of Full Members of the CBOT who have exercised their right to trade at the CBOE may trade on the CBOT’s electronic trading platform only at customer rates; and

Ÿ

that if a Full Member of the CBOT is present on the trading floor of the CBOE or is logged on to the CBOE 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 order.

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the agreement must be filed with and approved by the SEC;

Ÿ

the agreement must be approved by the membership of the CBOE;

Ÿ

the registration statement of which this document is part must be declared effective by the SEC;

Ÿ

the CBOE must consent to any amendment to the registration statement of which this document is part;

Ÿ

the restructuring transactions must be approved by the membership of the CBOT; and

Ÿ

the CBOT must receive a favorable ruling from the IRS and any required approvals by the CFTC.

Ÿ

the common stock of CBOT Holdings would correspond to the “Class A Common Stock” referred to in the August 7, 2001 agreement;

Ÿ

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

Ÿ

the Class C memberships in the CBOT subsidiary would correspond to the “Exercise Coupon” referred to in the August 7, 2001 agreement.

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the chairman of the board;

Ÿ

the vice chairman of the board;

Ÿ

nine elected directors who are Full Members and of whom at least two are nonresident;

Ÿ

four non-member directors nominated and approved by the board of directors;

Ÿ

two elected directors who are Associate Members; and

Ÿ

the president and chief executive officer, who serves as a non-voting member of the board.

•

the chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

•

a vice-chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

•

eight directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

•

two directors, who will be holders of Series B-2, Class B memberships in the CBOT subsidiary;

•

three directors, who will be “independent” within the meaning of the certificate of incorporation and bylaws of CBOT Holdings; and

•

the president and chief executive officer of CBOT Holdings, who will be a non-voting director.

•

the chairman of the board;

•

four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

•

one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

•

two independent directors.

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the vice-chairman of the board;

•

four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

•

one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

•

one independent director.

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(1)

Bonuses for services performed in 2001 by named executive officers were paid in January 2002.

(2)

Executives under contract with the CBOT 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)

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. Mr. Dutterer received $34,375 in salary during 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 the CBOT was obligated to reimburse the Board of Trade Clearing Corporation for such amounts, including any applicable employment taxes. David J. Vitale, who was appointed President and Chief Executive Officer on January 15, 2001, resigned in November 2002. Mr. Vitale received a total of $1,041,667 in salary, $750,000 in bonus, $8,258 in other annual compensation and $1,799,925 in total compensation in 2001. Upon the CBOT’s acceptance of Mr. Vitale’s resignation in November 2002, Bernard Dan was appointed President and Chief Executive Officer. See “—Employment-Related Agreements.”

(4)

Mr. Dan was hired by the CBOT in June 2001. Included in Mr. Dan’s salary is a one-time payment of $150,000 made upon his acceptance of employment with the CBOT.

(5)

In November 2002, Mr. Vitale and the CBOT reached a mutual agreement pursuant to which Mr. Vitale voluntarily resigned, effective November 4, 2002, from all offices and directorships with the CBOT, including his positions at the CBOT and CBOT Holdings. For further discussion of the terms and conditions of this general release and separation agreement, see “—Vitale Separation Agreement.” We do not believe that Mr. Vitale’s resignation will have any material effect on the CBOT or its operations or on our ability to complete the restructuring transactions.

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(6)

Mr. Farrow was hired by the CBOT in July 2001.

(7)

The following table presents the amount of each category of “Other Annual Compensation” paid by the CBOT with respect to each of the named individuals:

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Mr. Dutterer’s base salary;

Ÿ

applicable employment taxes; and

Ÿ

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.

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*Indicates

percent of class owned is not more than 1%.

(1)	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.

(2)	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.

(3)

Includes 50,000 shares of common stock owned by Tradelink L.L.C., which Mr. Weissman may be deemed to beneficially own. Mr. Weissman disclaims such beneficial ownership.

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common stock of CBOT Holdings;

Ÿ

one of the five series of Class B Membership in the CBOT subsidiary that corresponds to the class of CBOT membership currently held; and

Ÿ

if you are a Full Member of the CBOT, one Class C membership in the CBOT subsidiary.

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the chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

Ÿ

a vice-chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

Ÿ

eight directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

Ÿ

two directors, who will be holders of Series B-2, Class B memberships in the CBOT subsidiary;

Ÿ

three directors, who will be “independent” within the meaning of the certificate of incorporation and bylaws of CBOT Holdings; and

Ÿ

the president and chief executive officer of CBOT Holdings who will be a non-voting director.

Ÿ

the chairman of the board;

Ÿ

four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

Ÿ

one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

Ÿ

two independent directors.

Ÿ

the vice-chairman of the board;

Ÿ

four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

Ÿ

one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

Ÿ

one independent director.

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a stockholder proposes to nominate an individual for election or reelection as a director of CBOT Holdings;

Ÿ

such stockholder has satisfied each of the terms and conditions described above for the nomination of such nominee; and

Ÿ

such stockholder has delivered to the secretary of CBOT Holdings a written petition executed by at least 40 persons who are both holders of Series B-1, Class B memberships in the CBOT Subsidiary and holders of common stock of CBOT Holdings proposing to nominate such nominee.

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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;

Ÿ

upon the 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 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

Ÿ

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.

Ÿ

for any breach of the director’s duty of loyalty to CBOT Holdings or its stockholders;

Ÿ

for any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

Ÿ

for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided by Delaware law; or

Ÿ

for any transaction from which the director derived an improper personal benefit.

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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, subject to certain limited exceptions agreed to by the CBOT and CBOE, holders of Class B memberships in 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 holder of a Class B membership for the same products;

•

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

•

the membership and eligibility requirements to become a holder of a Class B membership in 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.

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for any breach of the director’s duty of loyalty to the CBOT subsidiary or its members;

Ÿ

for any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

Ÿ

for unlawful payments of dividends, distributions or unlawful members’ repurchases or redemptions as provided by Delaware law; or

Ÿ

for any transaction from which the director derived an improper personal benefit.

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Full;

Ÿ

Associate;

Ÿ

GIM (and one-half Associate Membership);

Ÿ

IDEM; and

Ÿ

COM.

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one Class A membership;

Ÿ

1,402 Series B-1, Class B memberships;

Ÿ

867 Series B-2, Class B memberships;

Ÿ

148 Series B-3, Class B memberships;

Ÿ

642 Series B-4, Class B memberships;

Ÿ

643 Series B-5, Class B memberships; and

Ÿ

1,402 Class C memberships.

Ÿ

one Class A membership;

Ÿ

1,402 Series B-1, Class B memberships;

Ÿ

793 Series B-2, Class B memberships;

Ÿ

148 Series B-3, Class B memberships;

Ÿ

642 Series B-4, Class B memberships;

Ÿ

643 Series B-5, Class B memberships; and

Ÿ

1,402 Class C memberships.

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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;

Ÿ

the requirement that, subject to certain limited exceptions agreed to by the CBOT and CBOE, the holders of Class B memberships in 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 holder of a Class B membership for the same products;

Ÿ

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

Ÿ

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

Ÿ

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.

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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;

Ÿ

the requirement that, subject to certain limited exceptions agreed to by the CBOT and CBOE, the holders of Class B memberships in 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;

Ÿ

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

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

Ÿ

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.

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the chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

•

vice-chairman of the board, who will be a holder of a Series B-1, Class B membership in the CBOT subsidiary;

•

eight directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

•

two directors, who will be holders of Series B-2, Class B memberships in the CBOT subsidiary;

•

three directors, who will be “independent” within the meaning of the certificate of incorporation and bylaws of CBOT Holdings; and

•

the president and chief executive officer of CBOT Holdings, who will be a non-voting director.

•

the chairman of the board;

•

four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

•

one director, who will be a holder of a Series B-2, Class B membership the CBOT subsidiary; and

•

two independent directors.

•

the vice-chairman of the board;

•

four directors, who will be holders of Series B-1, Class B memberships in the CBOT subsidiary;

•

one director, who will be a holder of a Series B-2, Class B membership in the CBOT subsidiary; and

•

one independent director.

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a classified board of directors with staggered terms of office;

Ÿ

advance notice requirements in connection with stockholder meetings;

Ÿ

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

Ÿ

the application of the provisions of the Delaware anti-takeover statute.

Ÿ

delaying, deferring or preventing a change of control;

Ÿ

delaying, deferring or preventing the removal of existing management;

Ÿ

deterring potential acquirors from making an offer to CBOT’s Holdings’ stockholders; and

Ÿ

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.

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the equity component of a membership or stock is to be treated as separate property from the trading rights and other non-equity 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 other non-equity rights; and

Ÿ

the taxability of each exchange must be tested under the relevant provisions of the Code applicable to the particular property rights.

Ÿ

No gain or loss will be recognized by a CBOT 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.

Ÿ

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 and other non-equity 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 and other non-equity rights will carry over to the basis of the trading rights and other non-equity rights received. It is not entirely clear how basis will be allocated between trading rights and other non-equity rights and equity rights because no separate market exists for those property rights. Members of the CBOT who intend to sell some but not all of their stock or memberships should consult their own tax advisors.

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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.

Ÿ

The CBOT will not recognize any gain or loss upon its demutualization and creation of the holding company structure.

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Proposition

3: Ratification of Certain Agreements with the CBOE Relating to the CBOE Exercise Right

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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.

Ÿ

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                    , 2003.

Ÿ

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;

Ÿ

submitting a later dated proxy ballot; or

Ÿ

attending the special meeting and voting in person.

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

Ÿ

adopt a revised corporate governance structure, which would substantially eliminate the membership petition process, adopt a more modern mechanism for initiating and voting on stockholder proposals, and make certain other changes designed to improve the CBOT’s corporate decision-making process; and

Ÿ

reorganize and consolidate 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.

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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 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.

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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 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.

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By:	/S/    NICKOLAS J. NEUBAUER

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By:	/S/    NICHOLAS J. NEUBAUER

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By:	/S/    WILLIAM J. BRODSKY

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1.

Except as otherwise provided for in this Article IV.C.1, no share of Common Stock may be sold, transferred or otherwise disposed of (excluding any hypothecation of such Common Stock) except (a)

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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 disposition of a Class B 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 C.1, being simultaneously sold, transferred or disposed of to the same transferee of such Class B 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: twenty five thousand (25,000) shares of common Stock with one (1) Series B-1, Class B Membership; five thousand (5,000) shares of Common Stock with one (1) Series B-2, Class B Membership; two thousand five hundred (2,500) shares of Common Stock with one (1) Series B-3, Class B Membership; three hundred (300) shares of Common Stock with one (1) Series B-4, Class B Membership; and three hundred fifty (350) shares of Common Stock with one (1) Series B-5, Class B Membership.

2.

Any purported sale, transfer or other disposition of Common Stock not in accordance with this Article IV.C 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.C, the transferor shall notify the Corporation and its transfer agent, as applicable, as to which provision of this Article IV.C 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 may be represented by stock certificates which shall have a legend thereon with respect to the restrictions of this Article IV.C, 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.C pursuant to the terms thereof.

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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)

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)

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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)

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)

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)

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(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)

(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 this 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.

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(1)

Non-Transferred GIM Memberships. Except as otherwise provided below, a holder of a GIM Membership that has not been sold or transferred prior to the Effective Time (“Non-Transferred GIM Memberships”) may continue as a GIM Membership holder following the Effective Time with all the privileges and obligations such Membership entails. However, in the event that any Non-Transferred GIM Membership is sold or transferred after the Effective Time, such Non-Transferred GIM Membership shall be treated as a Transferred GIM Membership (as defined in clause (2) below). This limitation shall not apply when (x) the transferor is the estate of a deceased Non-Transferred GIM Membership holder and the transferee is the decedent’s spouse and (y) the Non-Transferred GIM Membership has not already been transferred pursuant to this sentence.

Furthermore, a member firm may assign any GIM membership that it owns to two consecutive nominees following the nominee who was assigned such Membership as of January 26, 1986, and still retain the status of such membership as a Non-Transferred GIM Membership.

(2)

Transferred GIM Memberships/One-Half Associate Memberships. One-half Associate Memberships and Non-Transferred GIM memberships that have been sold or transferred after the Effective Time in a manner other than as permitted in clause (1) above (collectively, “Transferred GIM Memberships”) shall not be permitted to exercise the trading rights and privileges associated with the GIM Memberships.

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*Previously filed.

**To be filed by amendment.

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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;

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*  Previously filed.

**To be filed by amendment.

                                                                       Exhibit 5

                [Letterhead of Morris, Nichols, Arsht & Tunnell]

                                     (Date)

CBOT Holdings, Inc.
Board of Trade of the City of Chicago, Inc.
141 West Jackson Blvd.
Chicago, IL  60604

                  Re:      Restructuring Transactions

Ladies and Gentlemen:


                  We are acting as special Delaware counsel to CBOT Holdings,
Inc., a Delaware corporation ("CBOT Holdings"), and Board of Trade of the City
of Chicago, Inc., a Delaware corporation (the "Company"), in connection with the
demutualization and restructuring of the Company (the "Restructuring
Transactions"). As described in the Registration Statement on Form S-4,
Registration No. 333-72184 (as amended and supplemented, the "Registration
Statement"), filed by CBOT Holdings, which is currently a wholly owned
subsidiary of the Company, with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), the Restructuring Transactions include, inter alia: (i) the merger of the
Company with a wholly owned subsidiary of CBOT Holdings (the "Merger"), as a
result of which the outstanding memberships in the Company will be converted
into Class B and Class C memberships in the Company, (ii) the distribution by
the Company to the members of the Company of a dividend (the "Dividend") of
shares of common stock, par value $.001 per share, of CBOT Holdings (the "Common
Stock") to be distributed immediately following the effective time of the
Merger, and (iii) the adoption of an Amended and Restated Certificate of
Incorporation (the "Restated Certificate") and Amended and Restated Bylaws (the
"Restated Bylaws") of the Company, as well as the adoption and amendment of
various Rules of the Company.


                  As described in the Registration Statement, the Class B
memberships will be issued in five separate series, designated Series B-1,
Series B-2, Series B-3, Series B-4 and Series B-5. A maximum of 1,402 Class C
memberships, 1,402 Series B-1, Class B memberships, 867 Series B-2, Class B
memberships, 150 Series B-3, Class B memberships, 642 Series B-4 , Class B
memberships and 643 Series B-5, Class B memberships will be issued in the Merger
(collectively, the "New Memberships"), and a total of 39,802,650 shares of
Common Stock will be issued in the Dividend to be paid immediately after the
Merger (the "Shares"). As described in the Registration Statement, the holders
of different classes of membership in the Company prior to the Merger will
receive different combinations of New Memberships and Shares as a result of the
Merger and Dividend. Specifically, members will receive:



Board of Trade of the City of Chicago, Inc.
(Date)
Page 2





     1. For each Full Membership, a combination of interests consisting of
25,000 shares of Common Stock and one Series B-1, Class B membership and one
Class C membership;

     2. For each Associate Membership, a combination of interests consisting of
5,000 shares of Common Stock and one Series B-2, Class B membership;

     3. For each GIM Membership and for each one-half participation in an
Associate Membership, a combination of interests consisting of 2,500 shares of
Common Stock and one Series B-3, Class B membership;

     4. For each IDEM Membership, a combination of interests consisting of 300
shares of Common Stock and one Series B-4, Class B membership; and


     5. For each COM Membership, a combination of interests consisting of 350
shares of Common Stock and one Series B-5, Class B membership.

               These five combinations of interests are referred to
collectively hereinafter as "Combinations of Interests." The offer and sale of
the Combinations of Interests and the Shares are being registered pursuant to
the Registration Statement.

                  For purposes of rendering the opinions expressed herein, we
have examined and relied upon the following documents in the forms provided to
us by the Company: the Amended and Restated Certificate of Incorporation and
Bylaws of the Company, and the Amended and Restated Certificate of Incorporation
and Bylaws of CBOT Holdings, in effect as of the date hereof; the Restated
Certificate and the Restated Bylaws proposed to be adopted by the Company in the
Restructuring Transactions as set forth in the Registration Statement; the
Amended and Restated Certificate of Incorporation of CBOT Holdings (the "CBOT
Holdings Restated Certificate") and the Amended and Restated Bylaws of CBOT
Holdings (the "CBOT Holdings Restated Bylaws") proposed to be adopted by CBOT
Holdings in the Restructuring Transactions as set forth in the Registration
Statement; the Agreement and Plan of Merger dated __________ by and among the
Company, CBOT Merger Sub, Inc. and CBOT Holdings (the "Merger Agreement"); the
form of resolutions to be adopted by the board of directors of the Company (the
"Company Board") to declare the Dividend (the "Dividend Resolutions"); a
Certificate executed by the Secretary of the Company relating to certain factual
matters and representations made by the Company (the "Secretary's Certificate");
and the Registration Statement. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion that the
memberships of the Company and participation interests therein that were
outstanding prior to the issuance of the New Memberships were duly authorized
and are validly issued and outstanding; that the directors of the Company
satisfied their fiduciary duties in authorizing the Restructuring Transactions;
and that the restrictions on transfer set forth in the CBOT Holdings Restated
Certificate and in the Restated Certificate of the Company bear a reasonably
necessary relation to the best interests of CBOT Holdings and the Company,
respectively. No opinion is expressed with respect to the requirements of, or
compliance with,




Board of Trade of the City of Chicago, Inc.
(Date)
Page 3




federal or state securities or blue sky laws. We have not reviewed any documents
other than those identified above in connection with this opinion, and we have
assumed that there are no other documents that are contrary to or inconsistent
with the opinions expressed herein. As to any facts material to our opinion,
other than those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date hereof, of
the matters therein contained.

          Based upon and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that when the New
Memberships and the Shares, respectively, are issued in the Dividend and the
Merger, respectively, as described in the Registration Statement and in
accordance with the documents referred to therein and herein, the Shares and the
New Memberships will be legally issued, fully paid and nonassessable and,
accordingly, the Combinations of Interests consisting of such New Memberships
and Shares will be legally issued, fully paid and nonassessable. Our opinion
with respect to the fully paid and nonassessable status of the New Memberships,
and of the Combinations of Interests to the extent comprised of New Memberships,
does not include dues, fees, fines, charges or other assessments or penalties
that may be imposed by the Company on holders of memberships in accordance with
and to the extent permitted by the Restated Certificate and Restated Bylaws of
the Company, including the rules and regulations of the Company as incorporated
into the Restated Bylaws, and we express no opinion concerning the validity or
enforceability of any particular right, power, privilege, or obligation of any
member of the Company or attaching to any New Membership issued by the Company.
We express no opinion whether the Combinations of Interests, apart from the New
Memberships and Shares of which they are comprised, constitute a separately
issued security for purposes of Delaware law.

          We hereby consent to the filing of this opinion as exhibit 5 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus forming a part thereof. In giving this consent, we do
not admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission.

          The opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the applicable
law be changed by legislative action, judicial decision or otherwise after the
date on which the Registration Statement is declared effective by the
Commission.

          This opinion is furnished to you in connection with your filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

                                                     Very truly yours,

                                                                     Exhibit 8.2

Internal Revenue Service                         Department of the Treasury


Index Number: 351.00-00                          Washington, DC 20224


Glen M. Johnson                                  Person to Contact:
Chief Financial Officer                          Douglas C. Bates, ID# 50-19577
Board of Trade of the City of Chicago            Telephone Number:
141 W. Jackson Boulevard                         (202) 622-7550
Chicago, Illinois 60604                          Refer Reply To:
                                                 CC:CORP:B05-PLR-163274-01
                                                 Date:
                                                 September 30, 2002

Re: Board of Trade of the City of Chicago

Taxpayer                   =    Board of Trade of the City of Chicago
                                (Delaware)
                                E.I.N. 36-0819800

Business A                 =    Commodities futures and options trading

Date B                     =    August 28, 2000

Date C                     =    September 30, 2000

Date D                     =    August 15, 2001

Property M                 =    Ceres limited partnership

n                          =    3,600

P                          =    Trading

q                          =    approximately one-half of one percent of its
                                value

State X                    =    Delaware

State Y                    =    Illinois

Entity Z                   =    Chicago Board Options Exchange

Class 1                    =    Full Members (may trade in all listed contracts)


PLR-163274-01

Class 2                    =    Associate Members (may trade GIMs, COMs,
                                and IDEMs)

Class 3                    =    GIMs (Government Instrument Market only)

Class 4                    =    COMs (Commodity Options Market only)

Class 5                    =    IDEMs (Index, Debt, and Energy Market only)



Dear Glen M. Johnson:

     We respond to your letter dated October 30, 2001, requesting rulings on the
federal income tax consequences of proposed transactions. Additional information
was submitted in letters dated December 5, 2001, January 28, 2002, March 7,
2002, June 3, 2002, August 13, 2002, August 15, 2002, September 4, 2002, and
September 23, 2002. The information submitted for consideration is summarized
below.

     Taxpayer is a State X not-for-profit, nonstock membership corporation,
filing a consolidated federal income tax return as a Subchapter C corporation.
Taxpayer uses the calendar year as its annual accounting period and the accrual
method of accounting. Taxpayer derives its revenues primarily from Business A.

     As a membership organization, Taxpayer's charter does not provide for the
issuance of stock. Rather, participation in Taxpayer is obtained through a
membership interest. Taxpayer currently has over n memberships outstanding.
Currently there are five classes of membership: Class 1, Class 2, Class 3, Class
4, and Class 5. Each of the five classes entitles a member to conduct business
in one or more of Taxpayer's product lines. Taxpayer's bylaws do not provide for
the distribution of dividends, but in the event of a liquidation, the proceeds
from the dissolultion would be shared among the members, in a ratio depending on
each member's class. Taxpayer's current voting rights are distributed between
Class 1 and Class 2 members in a ratio depending on each member's class. Class
3, Class 4, and Class 5 members presently have no voting rights. Taxpayer's
Class 1 members also have a legal right to become members of Entity Z. Nearly
all of the members own interests in Property M. These interests may not be
transferred separately from their corresponding memberships, according to the
agreement governing Property M.

     Taxpayer intends to complete a series of transactions resulting in the
restructuring of Taxpayer into a State X for-profit, stock corporation. Taxpayer
has already completed several steps in this series of transactions. The
completed steps are as follows:



                                       3

PLR-163274-01

     (i)   Taxpayer, previously incorporated in State Y, formed a new not-for-
           profit nonstock State X corporation as a wholly owned subsidiary and
           merged with and into the new subsidiary, with the members of State Y
           Taxpayer becoming members in the surviving State X entity with nearly
           identical terms and conditions of membership, effective as of
           Date B;
     (ii)  Taxpayer formed a for-profit stock subsidiary and contributed some of
           its assets (q) to the subsidiary, effective as of Date C; and
     (iii) Taxpayer formed a for-profit, stock subsidiary ("Holdco"), which in
           turn formed a for-profit, stock subsidiary ("Transitory Merger Sub"),
           effective as of Date D;

     Taxpayer represents that it will undertake the following additional steps:

     (i)   Taxpayer's members will contribute the Equity Rights portions of
           their old memberships to Holdco, and will receive in exchange for
           such Equity Rights shares of Holdco common stock, based upon a
           specified number of shares for each class of members;
     (ii)  Transitory Merger Sub will merge with and into Taxpayer, with
           Taxpayer surviving as a wholly owned subsidiary of Holdco;
     (iii) Taxpayer will change its status from not-for-profit to for-profit
           while remaining a membership corporation; and
     (iv)  Taxpayer's members will exchange their old memberships for new
           memberships which will not differ materially with respect to Non-
           Equity P Rights (including the right to become a member of Entity Z,
           where applicable), but which will have no Equity Rights.

     As a result of these steps, Taxpayer proposes to convert the members'
Equity Rights in Taxpayer into shares of stock of Holdco, while allowing the
members to retain their respective Non-Equity P Rights.

     Taxpayer represents that it has no plan or intent to acquire members'
interests in Property M, and that transfer of such interests by the members will
remain restricted in the same manner as before the restructuring transactions.

     Thus, based solely on the information and representations submitted, and
the deemed separation of Equity Rights and Non-Equity P Rights, we hold as
follows:

     (1)   Taxpayer's reincorporation as a not-for-profit nonstock State X
           membership corporation qualifies as a reorganization under
           (S) 368(a)(1)(F);

     (2)   No gain or loss will be recognized to the members of State Y Taxpayer
           upon the reincorporation into State X Taxpayer or upon the exchange
           of State Y Taxpayer membership interests for State X Taxpayer
           membership interests (S) 364(a)(1));



                                       4

PLR-163274-01

     (3)   The Non-Equity P Rights held by Taxpayer's members prior to the
           restructuring transactions are not materially different in kind and
           extent from the Non-Equity P Rights that will be held by Taxpayer's
           members subsequent to the restructuring transactions;
     (4)   No gain or loss will be recognized to the members of Taxpayer upon
           the receipt of P rights in exchange for their old Non-Equity P Rights
           ((S) 1001);
     (5)   The transfer of Equity Rights to Holdco for Holdco stock in
           conjunction with the merger of Transitory Merger Sub with and into
           Taxpayer will be treated as a transaction described under
           (S) 351 (a);
     (6)   The formation and merger of Transitory Merger Sub will be disregarded
           for Federal income tax purposes;
     (7)   No gain or loss will be recognized to the members of Taxpayer upon
           their receipt of Holdco stock in conjunction with the merger of
           Transitory Merger Sub with and into Taxpayer ((S) 351 (a));
     (8)   No gain or loss will be recognized to Holdco upon the receipt of
           Equity Rights in Taxpayer in exchange for its stock pursuant to the
           merger of Transitory Merger Sub with and into Taxpayer ((S) 1032(a));
     (9)   The basis of the Non-Equity P Rights received by each member pursuant
           to the restructuring transactions will equal such member's basis in
           his or her Non-Equity P Rights immediately before the restructuring
           transactions;
     (10)  The basis of the Holdco stock received by each member pursuant to the
           restructuring transactions will equal such member's basis in his or
           her Equity Rights immediately before the restructuring transactions
           ((S) 358(a)); and
     (11)  Provided the property exchanged was a capital asset or an asset
           described in (S) 1231, the holding period of the Non-Equity P Rights
           and the Holdco stock received by-each member pursuant to the
           restructuring transactions will include the holding period of such
           member's State Y Taxpayer membership ((S) 1223(l)).

     This ruling is directed only to the taxpayer requesting it. Section
6110(k)(3) of the Code provides that it may not be used or cited as precedent.

     The rulings contained in this letter are based upon information and
representabons submitted by the taxpayer and accompanied by penalties of perjury
statements executed by an appropriate party. While this office has not verified
any of the material submitted in support of the request for rulings, it is
subject to verification on examination.

     A copy of this letter must be attached to any income tax return to which it
is relevant.



                                       5

PLR-163274-01

     In accordance with the Power of Attorney on file with this office, a copy
of this letter is being sent to your authorized representative.

                                           Sincerely,

                                           /s/ Debra Carlisle
                                           ------------------
                                           Debra Carlisle
                                           Chief, Branch 5
                                           Office of the Associate Chief Counsel
                                           (Corporate)

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 4 to Registration Statement No.
333-72184 of CBOT Holdings, Inc. on Form S-4, of our report dated February 19,
2002 (October 10, 2002 as to Note 14) (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the adoption of
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities") relating to the consolidated financial
statements of the Board of Trade of the City of Chicago, Inc. and Subsidiaries,
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
December 26, 2002

                                                                    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 17, 2002,
appearing as Appendix D, 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
December 27, 2002