†††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† August 7, 2000

Dennis A. Dutterer, Interim President
and Chief Executive Officer
Paul J. Draths, Vice President and Secretary
Chicago Board of Trade
141 W. Jackson Blvd
Chicago, Illinois 60604

David P. Brennan, Chairman of the Board
and Chief Executive Officer
Paul J. Draths, Vice President and Secretary
Delaware CBOT, Inc.
141 W. Jackson Blvd.
Chicago, Illinois 60604

Re: Proposed Certificate of Incorporation and Bylaws, Proposed Extinguishment of the Current Charter and Below-listed Exchange Rules, and Request to Transfer All Existing Contract Market Designations to Delaware CBOT, Inc., to Implement Step One of CBOTís Restructuring Plan (Reference No. 2023.01)

Dear Messrs. Dutterer, Draths and Brennan:

By letters dated June 29, 2000, through July 27, 2000, the Chicago Board of Trade (ďCBOTĒ) and Delaware CBOT, Inc. submitted to the Commodity Futures Trading Commission, (ďCommissionĒ) pursuant to Sections 4c, 5a(a)(12)(A) and 6 of the Commodity Exchange Act (ďActĒ), 7 U.S.C. ßß 6c, 7a(a)(12)(A) and 8, and Commission Regulation 1.41(c), a proposal to implement Step One of its Restructuring Plan. In order to effectuate its proposal, CBOT also has proposed a new Certificate of Incorporation and Bylaws, a deletion of CBOTís current Charter and the below-listed rules, and a request for the transfer of all of CBOTís existing contract market designations to Delaware CBOT, Inc. CBOT has notified the Commission that it intends to transfer all contracts listed for trading by exchange certification to Delaware CBOT, Inc. Step One of CBOTís proposed Restructuring Plan would convert CBOT from an Illinois not-for-profit membership corporation into a Delaware not-for-profit member corporation, known as Delaware CBOT, Inc.

The Commission has reviewed the materials submitted by CBOT and Delaware CBOT, Inc. Please be advised that on this date the Commission has determined to approve, pursuant to Section 5a(a)(12)(A) of the Act, ß 7a(a)(12)(A), and Commission Regulation 1.41(c), the proposed Certificate of Incorporation and Bylaws, the proposed deletion of the current Charter and the proposed deletion of: (1) Rules 100.00, 101.00, 101.01, 102.00, 103.00, 104.00, 105.00, 106.00, 107.00, 108.00, 109.00, 111.00, 112.00, 120.00, 121.00, 122.00, 123.00, 124.00, 125.00, 125.01, 125.02, 125.03, 126.00, 127.00, 128.00, 129.00, 130.00, 131.00, 132.00, 133.00, 135.00, 140.00, 141.00, 142.00, 142.01, 143.00, 145.00, 146.00, 182.00, 183.00, 187.00, 187.01, 216.00, and (2) Interpretation of Rule 107.00 of the CBOT Rulebook; in order to implement Step One of the Exchangeís Restructuring Plan. The Commission also confirms that the status of each rule of the CBOT Rulebook, under the Act and the Commissionís regulations, is not affected by the consummation of Step One of the Restructuring Plan except as each rule is amended herein.

The Commission has further determined to approve the transfer of all contracts listed for trading by Exchange certification to Delaware CBOT, Inc., and all open interest thereto. The Commission bases its approval upon the representation by Delaware CBOT, Inc. that it would take over responsibility for maintaining the certification conditions.

The Commission also has concurrently issued an Order transferring all CBOTís existing contract market designations from CBOT to Delaware CBOT, Inc. and designating Delaware CBOT, Inc. as a contract market for all such contracts, including the transfer of all existing open interest in all such contracts. CBOT has stated that all existing open interest in all CBOTís existing non-dormant contracts would be converted to represent open interest in Delaware CBOT, Inc.ís contracts upon consummation of the merger.

The Commissionís approval of the transfer of all existing contract market designations, including the transfer of all existing open interest, is based upon the representations of CBOT that none of the rule changes under Step One of the Restructuring Plan will affect the rights and obligations of all participants with open positions transferred from CBOT to Delaware CBOT, Inc. The Commission further relies on the representation of CBOT and Delaware CBOT, Inc. that the rule changes do not relate to how such contracts are cleared. The Commission finally understands that market participants have been notified of changes to the rules of CBOT, the concurrent transfer of the contract market designations from CBOT to Delaware CBOT, Inc. and related transfer of all open interest upon consummation of the merger of CBOT into Delaware CBOT, Inc. under Step One of the Restructuring Plan. CBOT and Delaware CBOT, Inc. have also represented that Delaware CBOT, Inc. will assume responsibility for maintaining the certification conditions for all contracts listed for trading by exchange certification.

The Commissionís approval of CBOTís proposed rules and proposed deletion of CBOTís current Charter and above-listed rules to implement Step One of CBOTís Restructuring Plan is based upon the written submissions and the explanations provided by CBOT and Delaware CBOT, Inc. describing Step One of the Restructuring Plan. The Commissionís approval also is based upon representations of CBOT and Delaware CBOT, Inc. that Delaware CBOT, Inc. will, upon the merger, be the legal successor-in-interest to CBOT, will meet all the requirements for contract market designation, will assume all the assets and liabilities of CBOT and will comply with all self-regulatory requirements applicable to designated contract markets under the Act and the Commissionís regulations including, but not limited to, the surveillance and enforcement requirements, the governing board and disciplinary committee composition requirements, and the prohibition against conflicts of interest and insider trading. The Commission also reminds Delaware CBOT, Inc. that, as agreed to in its representations, it will remain subject to all self-regulatory responsibilities applicable to a board of trade under the Act and the Commissionís regulations.

The Commissionís approval of the above-referenced proposed rules and rule changes implementing Step One of CBOTís Restructuring Plan is subject to the following conditions: (1) the existence of Delaware CBOT, Inc. as a corporation duly authorized and validly organized under the General Corporation Law of Delaware; (2) the consummation of the merger of CBOT into Delaware CBOT, Inc. simultaneous with the foregoing transfers; (3) the adoption of the CBOT Rulebook, as amended, by Delaware CBOT, Inc.; and (4) the continuing compliance of Delaware CBOT, Inc. with all applicable provisions of the Act and the Commissionís regulations thereunder.

Sincerely,

Edward W. Colbert
Deputy Secretary of the Commission